Exhibit 4.7
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this "AGREEMENT") is dated as of September 18,
2000, by and among Heritage Property Investment Trust, Inc., a Maryland
corporation (the "COMPANY") and The Prudential Insurance Company of America
("PRUDENTIAL" together with its permitted assigns, the "WARRANT HOLDER(S)").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Stockholders Agreement (as hereinafter defined).
WITNESSETH:
WHEREAS, the Company's authorized shares of capital stock consist of
70,000,000 shares of common stock, par value $.001 per share ("COMMON SHARES"),
25,000,000 shares of Series A 8.5% Cumulative Convertible Participating
Preferred Stock, par value $ .001 per share ("Preferred Shares"), 2,000,000
shares of Series B Cumulative Redeemable Perpetual Preferred Stock and 1,200,000
shares of Series C Cumulative Redeemable Perpetual Preferred Stock;
WHEREAS, Prudential is purchasing on the date hereof, Common Shares and
Preferred Shares having an aggregate purchase price of $100,000,000 and entering
into an Amended and Restated Stockholders Agreement with the Company and certain
other parties dated as of September 18, 2000 ("Stockholders Agreement");
WHEREAS, Prudential Investment Management Services, LLC ("PIMS") and the
Company are parties to an Advisory Services Agreement dated as of the date
hereof ("Advisory Services Agreement"), which provides for the issuance of
certain warrants to purchase Common Shares; and
WHEREAS, subject to the terms and provisions hereof, each warrant to
purchase Common Shares (individually, a "WARRANT," and collectively, the
"WARRANTS") issued under this Agreement entitles the Warrant Holder thereof to
purchase one Common Share at the price designated as the "Exercise Price" herein
(subject to adjustment hereunder).
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
FORM OF WARRANT
The Warrants shall be evidenced by a certificate (the "WARRANT
CERTIFICATE"). The text of the Warrant Certificate (and the related forms of
exercise and assignment) shall be substantially in the forms attached hereto as
EXHIBITS A, B and C
ARTICLE II
EXERCISE PRICE, TERM, AND METHOD OF EXERCISE
Section 2.01. EXERCISE PRICE. Unless adjusted as otherwise provided
herein, the exercise price ("EXERCISE PRICE") for each of the Common Shares
purchased upon exercise of a Warrant issued hereunder shall be $25.00 per Common
Share. The Exercise Price shall be adjusted upon the occurrence of certain
events as set forth in Article III hereof.
Section 2.02. WARRANT RIGHTS AND TERM. Each Warrant shall entitle the
Warrant Holder, upon exercise thereof and subject to the provisions thereof and
of this Agreement, including provisions relating to adjustments upon the
occurrence of certain events as set forth in Article III hereof, to purchase
from the Company one fully paid and nonassessable Common Share at the then
current Exercise Price at any time
after the date hereof and prior to 5:00 p.m., New York time, on September 18,
2004 or, if such date is not a business day in New York City, then prior to 5:00
p.m., New York time on the next succeeding business day (the "EXPIRATION DATE").
Section 2.03. EXPIRATION. Each Warrant not exercised by the Expiration
Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall thereupon cease.
Section 2.04. METHOD OF EXERCISE. The Warrant Holder may exercise its
rights with respect to all or any whole number of Warrants evidenced by the
Warrant Certificate. Subject to Section 2.05, exercise shall be effected by
surrendering of the Warrant Certificate, with the exercise form thereon duly
executed, to the Company at its offices as designated in Section 5.04 hereof,
together with the Exercise Price for each Warrant that is exercised. Payment of
the Exercise Price shall be made by (a) certified check payable in lawful money
of the United States of America to the order of the Company or (b) by wire
transfer of immediately available funds to an account designated by the Company.
Section 2.05. Upon receipt of the Warrant Certificate with the exercise
form duly executed and accompanied by full and proper payment of the Exercise
Price for the Common Shares purchased thereby, the Company shall deliver to the
Warrant Holder certificates for the total number of whole Common Shares for
which the Warrants evidenced by such Warrant Certificate are being exercised.
In the event that the Warrant Holder shall exercise rights with respect to
less than all of the Warrants evidenced by the Warrant Certificate surrendered
upon the exercise of Warrants, a new Warrant Certificate for the balance of such
Warrants shall be delivered to the Warrant Holder.
Section 2.06. CASHLESS EXERCISE OF WARRANTS.
(a) Prior to the Expiration Date and (i) at any time during which
the Common Shares are quoted on the NASDAQ System (as defined below) or are
listed or admitted for trading on any national securities exchange or (ii) after
the occurrence of a Qualified Merger (as defined in the Stockholders Agreement),
the Warrant Holder may exercise all or a portion of this Warrant through a
cashless exercise thereof (each, a "CASHLESS EXERCISE") in accordance with the
following procedures. A Cashless Exercise shall be effected by the surrender to
the Company at its offices designated in Section 5.04 of the Warrant
Certificate, together with the Election to Purchase, attached as Exhibit B
hereto, with the portion marked "CASHLESS EXERCISE ELECTION" completed. Upon
such Cashless Exercise (such date, the "CASHLESS EXERCISE DATE"), the Company
shall issue to the Warrant Holder the number of Common Shares equal to the
quotient obtained by dividing (i) the product of (a) the number of Warrant
Shares for which this Warrant is being exercised, and (b) the amount, if any, by
which the Market Price (as defined below) exceeds the Exercise Price for a
Warrant Shares as of the date of such exercise, by (ii) the Market Price. For
purposes of this Section 2.05, "MARKET PRICE" shall mean, as of any date, the
average last reported sale price per Common Share as reported on the New York
Stock Exchange, American Stock Exchange, the Automated Quotation System of the
National Association of Securities Dealers, Inc. (the "NASDAQ SYSTEM"), or any
other exchange on which the Common Shares or other securities received in a
Qualified Merger in exchange for the Common Shares are then traded, over the
five-Trading Day period immediately preceding the Cashless Exercise Date. As
used herein, the term "TRADING DAYS" means (x) if the Common Shares are quoted
on the NASDAQ System or any similar system of automated dissemination of
quotations of securities prices, days on which trades may be made on such
system, or (y) if the Common Shares are listed or admitted for trading on any
national securities exchange, days on which such national securities exchange is
open for business.
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(b) In the event the Warrant Holder exercises its rights under this
Section 2.05, the Warrant Holder shall, on the Cashless Exercise Date, surrender
the Warrant Certificate, with the exercise form thereon duly executed, to the
Company at its offices as designated in Section 5.04 hereof, together with the
Election to Purchase, with completion of the "Cashless Exercise Election"
portion. The Company shall deliver to the Warrant Holder certificates for the
total number of whole Common Shares applicable to the Cashless Exercise in
accordance with Section 2.04 hereof.
ARTICLE III
ADJUSTMENTS TO WARRANTS UPON CERTAIN EVENTS
Section 3.01. MECHANICAL ADJUSTMENTS. The number of Common Shares
purchasable upon the exercise of each Warrant (such Shares being referred to
herein as the "WARRANT SHARES") and the Exercise Price shall be subject to
adjustment if any of the events listed in paragraphs (a) -- (c) below occur
prior to the exercise of each Warrant as follows:
(a) In case the Company shall (i) pay a dividend or make a
distribution in Common Shares, (ii) subdivide or reclassify its outstanding
Common Shares into a greater number of shares, (iii) combine or reclassify its
outstanding Common Shares into a smaller number of shares, the number of Warrant
Shares purchasable upon the exercise of each Warrant immediately prior thereto
shall be adjusted, effective immediately after the record date in the case of
clause (i) and immediately after the effective date in the case of clause (ii)
or (iii), so that the number of Warrant Shares purchasable upon exercise of each
Warrant shall be equal to the number of Warrant Shares purchasable upon the
exercise of each Warrant immediately prior to such effectiveness by a fraction,
the numerator of which shall be the number of Common Shares outstanding
immediately following such effectiveness and the denominator of which shall be
the number of Common Shares outstanding immediately prior thereto. If the
Company declares a dividend in money and at substantially the same time offers
its Common Shares holders a right to purchase new Common Shares from the
proceeds of such dividend, for an amount substantially equal to such dividend,
all Common Shares so issued shall for purposes hereof be deemed issued as a
share dividend.
(b) In case the Company shall distribute to all holders of its
Common Shares, (i) securities of the Company other than Common Shares, (ii)
evidences of the Company's indebtedness, or (iii) rights, options or warrants or
convertible or exchangeable securities containing the right to subscribe for or
purchase Common Shares (each of clauses (i) -- (iii) the "DISTRIBUTABLE
AMOUNT"), then in each case, upon the exercise of each Warrant, the Warrant
Holder shall be entitled to receive, in addition to the Warrant Shares purchased
upon exercise of the Warrant, the Distributable Amount that would have been
issued by the Company in respect of such Warrant Shares had the Warrant been
exercised as of the date of such distribution. Such adjustment shall be made
whenever any such distribution is made, and shall become effective immediately
after the record date for the determination of Stockholders entitled to receive
such distribution.
(c) In the event that the provisions of this Article III fail as a
result of an unintentional oversight to provide expressly for the adjustment of
the Exercise Price or the number of Warrant Shares purchasable upon exercise of
each Warrant under circumstances that, based upon the purposes and intentions
expressed herein, would otherwise have been addressed, the Board of Directors of
the Company shall, in good faith, cause an equitable adjustment to be made to
the Exercise Price or the number of Warrant Shares purchasable upon exercise of
each Warrant to correct such an oversight.
Section 3.02. ADJUSTMENT OF EXERCISE PRICE. Whenever the number of Warrant
Shares purchasable upon the exercise of each Warrant is adjusted, as herein
provided, the Exercise Price payable
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upon exercise of each Warrant shall be adjusted by multiplying such Exercise
Price immediately prior to such adjustment by a fraction, the numerator of which
shall be the number of Warrant Shares purchasable upon the exercise of each
Warrant immediately prior to such adjustment, and the denominator of which shall
be number of Warrant Shares so purchasable immediately thereafter.
Section 3.03. NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant or the Exercise Price of such
Warrant Shares is adjusted, as herein provided, the Company shall promptly cause
to be prepared a certificate signed by its Board of Directors, setting forth in
reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board of Directors of the Company made any
determination hereunder), the number of Warrant Shares purchasable upon the
exercise of each Warrant and the Exercise Price of such Warrant Shares after
such adjustment, and shall promptly cause copies of such certificate to be
mailed (by first class and postage prepaid) to the Warrant Holder in accordance
with Section 5.04.
Section 3.04. EFFECT OF SALE, MERGER OR CONSOLIDATION. Each Warrant shall
continue to be exercisable after (i) any conversion of the Common Shares into
securities of another entity, (ii) any consolidation of the Company with, or the
merger of the Company with or into, any other entity, where the Common Shares
are converted into other securities or property (including cash) or (iii) the
sale of all or substantially all of the property or assets of the Company to
another entity (each such event hereinafter being referred to as a "CONVERSION
EXCHANGE EVENT"). Each Warrant shall be exercisable after such Conversion
Exchange Event upon the terms and conditions specified in this Agreement, but
only for the number of common shares or other securities or property (including
cash) of the Company or of such other entity to which the Common Shares issuable
upon exercise of such Warrant would have been entitled upon such Conversion
Exchange Event if this Warrant had been exercised immediately prior to such
Conversion Exchange Event. In any such case, if necessary, the provisions set
forth in this Article III with respect to the rights and interests thereafter of
the Warrant Holder shall be appropriately adjusted so as to be reasonably
applicable to any common shares or other securities or property thereafter
deliverable on the exercise of the Warrants.
The Company shall not effect a Conversion Exchange Event unless prior to
or simultaneously with the consummation thereof, any successor person or person
purchasing such assets shall assume, by written instrument executed and
delivered to the Company, the obligation to deliver to the holder of each
Warrant such common shares, securities or property (including cash) as the
Warrant Holder may be entitled to receive upon exercise of the Warrants in
accordance with the foregoing provisions, and the other obligations of the
Company under this Agreement.
Section 3.05. NOTICE OF CERTAIN EVENTS. In the event that at any time
prior to the expiration of the Warrants and prior to their exercise in full:
(a) the Company shall declare any non-cash dividend or any other
distribution;
(b) the Company shall offer for subscription to the holders of the
Common Shares any additional shares of beneficial interest of any class or any
other securities convertible into Common Shares or any rights to subscribe
thereto;
(c) the Company shall declare any stock split, stock dividend,
subdivision, combination or similar distribution with respect to the Common
Shares, regardless of the effect of any such event on the outstanding number of
Common Shares;
(d) there shall be any Conversion Exchange Event; or
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(e) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
(each such event hereinafter referred to as a "NOTIFICATION EVENT"), the Company
shall mail to the Warrant Holder, not less than 15 days prior to the record
date, if any, in connection with such Notification Event (PROVIDED, HOWEVER,
that, if there is no record date, or, if 15 days' prior notice is impracticable,
as soon as practicable) written notice specifying the nature of such event and
the effective date of, or the date on which the books of the Company shall close
or a record shall be taken with respect to, such event. Such notice shall also
set forth facts indicating the effect of such action (to the extent such effect
may be known at the date of such notice) on the Exercise Price and the kind and
amount of the common shares or other securities or property deliverable upon
exercise of the Warrants.
Section 3.06. EFFECT OF ADJUSTMENT ON WARRANT CERTIFICATES. Except as
provided in this Section 3.06, the form of Warrant Certificate need not be
changed because of any change in the Exercise Price, the number of Warrant
Shares issuable upon the exercise of a Warrant or the number of Warrants
outstanding pursuant to this Article III, and Warrant Certificates issued before
or after such change may state the same Exercise Price, the same number of
Warrants and the same number of Warrant Shares issuable upon exercise of
Warrants as are stated in the Warrant Certificates theretofore issued pursuant
to this Agreement. The Company may, however, at any time, in its sole
discretion, make any change in the form of Warrant Certificate that it may deem
appropriate and that does not affect the substance thereof, and any Warrant
Certificates thereafter issued, whether in exchange or substitution for an
outstanding Warrant Certificate or otherwise, may be in the form as so changed.
ARTICLE IV
RIGHTS OF WARRANT HOLDERS
Section 4.01. NO RIGHTS AS SHAREHOLDERS. The Warrant Holder, as such,
shall not be entitled to vote or to receive distributions or otherwise be deemed
to be a holder of Common Shares for any purpose, nor shall anything contained
herein or in any Warrant Certificate be construed to confer upon any Warrant
Holder, as such, any of the rights of a shareholder of the Company or any right
to vote upon or give or withhold consent to any action of the Company (whether
upon any reorganization, issuance of securities, reclassification or conversion
of Common Shares, consolidation, merger, sale, lease, conveyance or otherwise),
receive notice of meetings or other action affecting shareholders (except for
notices expressly provided for in this Agreement) or receive dividends or
subscription rights, until such Warrant Certificates shall have been surrendered
for exercise accompanied by either (i) full and proper payment of the Exercise
Price as provided in this Agreement or (ii) an Election to Purchase with the
completed portion marked "Cashless Exercise Election." If, at the date of
surrender of such Warrant Certificate and payment of such Exercise Price, the
transfer books for the Common Shares shall be closed, certificates for the
Common Shares shall be issuable on the date on which such books shall next be
open (whether before, on or after the Expiration Date, assuming a proper
exercise hereunder on or before the Expiration Date). The Warrant Holder shall,
upon the exercise of Warrants, not be entitled to any dividends if the record
date with respect to payment of such dividends shall be a date prior to the date
such Common Shares became issuable upon the exercise of such Warrants.
Section 4.02. REPLACEMENT WARRANTS. If any Warrant Certificate is lost,
stolen, mutilated or destroyed, the Company may, upon receipt of evidence
satisfactory to the Company of such loss, theft, mutilation or destruction and
on such terms as to indemnity or otherwise as the Company may in its discretion
require (which shall, in the case of a mutilated Warrant Certificate, include
the surrender thereof), issue a new Warrant Certificate of like denomination and
tenor as the lost, stolen, mutilated or destroyed Certificate. Applicants for
such substitute Warrant Certificates shall also comply with such
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other reasonable regulations and pay any such reasonable charges as the Company
may prescribe. In the event any Warrant Certificate is lost, stolen, mutilated
or destroyed, and the owner thereof desires to exercise the Warrants evidenced
thereby, the Company may, in lieu of issuing a substitute Warrant Certificate,
authorize the exercise thereof upon receipt of the above evidence and on such
terms of indemnity as it may require.
Section 4.03. MAINTENANCE OF SUFFICIENT AND PROPER COMMON SHARES.
(a) The Company shall at any times reserve and keep available a
number of authorized Common Shares sufficient to permit the exercise in full of
all outstanding Warrants.
(b) If at any time the taking of any action would cause an
adjustment in the Exercise Price so that the exercise of a Warrant while such
Exercise Price is in effect would cause a Common Share to be issued at a price
below its then par value, the Company shall take such action as may, in the
opinion of its counsel, be necessary in order that it may validly and legally
issue fully paid and nonassessable Common Shares upon the exercise of the
Warrants at such Exercise Price.
Section 4.04. LEGEND. The certificates evidencing Warrants shall bear the
legend set forth in EXHIBIT A hereto and the Common Shares issuable upon the
exercise of the Warrants shall bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE
REQUIREMENTS OF SUCH ACT OR SUCH LAWS.
Section 4.05. NO DILUTION OR IMPAIRMENT. The Company will not, by
amendment of the Company's Articles of Amendment and Restatement (Second), or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as any be necessary or appropriate in order
to protect the rights of the holder of this Warrant against dilution or other
impairment.
Section 4.06. ASSIGNMENT. Prudential may assign, in whole or in part, its
rights under this Warrant Agreement to any of its affiliates, and any such
transferee shall be entitled to all rights and subject to all obligations
hereunder as Prudential.
Section 4.07. REGISTRATION RIGHTS. Upon exercise of the Warrants, the
Warrant Holder shall be granted all rights granted to the Prudential under
Article 6 of the Stockholders Agreement.
ARTICLE V
GENERAL
Section 5.01. TAXES ON ISSUANCE OF COMMON SHARES. All Common Shares Issued
upon the exercise of a Warrant shall be validly issued, fully paid, and the
Company shall pay all transfer taxes and
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other governmental charges that may be imposed in respect to the issue or
delivery thereof other than taxes imposed on net income of the Warrant Holder as
a result of the exercise of the Warrants and receipt of Common Shares. The
Company shall not be required, however, to pay any tax or other charge imposed
in connection with any transfer involved in the issue of any certificate for
Common Shares in any name other than that of the registered holder or its
designee of the Warrant surrendered in connection with the purchase of such
shares of beneficial interest, and in such case the Company shall not be
required to issue or deliver any share certificate until such tax or other
charge has been paid or it has been established to the Company's satisfaction
that no tax or other charge is due.
Section 5.02. DATES AND TIMES. If any date set forth in this Warrant
Agreement shall fall on a day other than a full business day in New York, New
York, said date shall be deemed to be the next full business day succeeding that
date. All times shall be the legal time then in effect in New York, New York.
Section 5.03. BINDING AGREEMENT. All of the covenants and provisions of
this Agreement by or for the benefit of the Company shall bind and inure to the
benefit of its respective successors and assigns hereunder. Nothing expressed in
this Agreement and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon or give to any person or
corporation, other than the Company and the Warrant Holder, any legal or
equitable right, remedy or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise or agreement herein, and all
covenants, conditions, stipulations, promises and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Holder and their respective successors and assigns.
Section 5.04. NOTICES. Any notice or other communication hereunder shall
be given in writing and shall be given either by personal delivery, by express
courier service (such as FedEx or DHL) or by telefax (with a copy by express
courier) addressed as follows:
(a) If to the Company:
Heritage Property Investment Trust, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxx
Tel: 617-247-2200 ext. 130
Fax: 000-000-0000
with a copy to:
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Tel: 000-000-0000
Fax: 000-000-0000
(b) If to the Warrant Holder:
The Prudential Insurance Company of America
0 Xxxxxx Xxxxx, Xxxxx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
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Attention: Xxxxxx Xxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
and
Xxxxxxxx Chance Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx Xxxxxxxxx, Esq.
Tel: 000-000-0000
Fax: 000-000-0000
Any party may change the address to which any communication, notice or
demand shall be given by giving notice of such change in conformity with the
provisions of this Section.
Section 5.05. GOVERNING LAW. This Agreement and each Warrant issued
hereunder shall be governed by and construed in accordance with the laws of the
State of Maryland, without giving effect to conflicts of laws provisions
thereof.
Section 5.06. HEADINGS. The Article and Section headings herein are for
convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.
Section 5.07. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
Section 5.08. AMENDMENTS. Notwithstanding anything contained herein to the
Contrary, any amendments to this Agreement shall be effectuated only in writing
executed by and behalf of all of the parties.
Section 5.09. NO WAIVER. The waiver of any term or condition of this
Agreement shall not operate as a waiver of any other breach of such term or
condition or of any other term or condition, nor shall any failure to enforce
any provision hereof operate as a waiver of such provision or of any other
provision hereof.
Section 5.10. SEVERABILITY. If any provision of this Agreement shall be
held or deemed by a final order of a competent authority to be invalid,
inoperative or unenforceable, such circumstance shall not have the effect of
rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable position had never been contained herein
so as to give full force and effect to the remaining such terms and provisions.
Section 5.11. NO RIGHTS OF THIRD PARTIES. This Agreement sets forth
relationship among the parties, and shall not confer any rights or privileges on
any third party.
Section 5.12. RECORD BOOK. The Company shall maintain, at its own expense,
a record book setting forth the name and address of the Warrant Holder and the
number of Warrants held by such Warrant Holder, and upon reasonable notice to
the Company, each Warrant Holder shall have access to such record book, with
reasonable frequency, for the purpose of examination and inspection during
normal business hours at the offices where such record is maintained.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
as of the day and year first above written.
HERITAGE PROPERTY INVESTMENT TRUST, INC.
By:
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Name:
Title:
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By:
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Name:
Title:
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