Phillips Edison & Company Executes One-For-Three Reverse Stock Split
Also reclassifies common stock into Class B common stock
July 5, 2021 | Phillips Edison & Company, Inc.
CINCINNATI – July 2, 2021 – Phillips Edison & Company, Inc. (“PECO”), an internally-managed real estate investment trust (“REIT”) and one of the nation’s largest owners and operators of omni-channel grocery-anchored neighborhood shopping centers, today executed a one-for-three reverse stock split of each issued and outstanding share of PECO’s common stock, $0.01 par value (the “Common Stock”), and a reclassification transaction in which each issued and outstanding share of Common Stock (following the reverse stock split) changed into a share of PECO’s newly created Class B common stock, $0.01 par value (the “Class B Common Stock”).
PECO’s stockholders previously approved the reclassification transaction on June 18, 2021, and PECO’s board of directors (the “Board”) approved the reverse stock split on June 14, 2021. As a result of the reverse stock split and reclassification transaction, PECO’s stockholders received one share of post-split Class B Common Stock for every three shares of pre-split Common Stock they held.
The Class B Common Stock is identical to the Common Stock, including with respect to voting rights and distributions rights (i.e., monthly distributions), except that upon the six-month anniversary of the potential listing of PECO’s Common Stock on a national securities exchange, or such earlier date or dates as approved by the Board (subject to certain limitations), each share of the Class B Common Stock will automatically convert into one share of listed Common Stock.
Although the reverse stock split reduced PECO’s total shares of Common Stock outstanding, it had no economic impact to PECO’s stockholders, as all were impacted equally and proportionally. PECO’s business remains unchanged following its reverse stock split and the reclassification transaction.
About Phillips Edison & Company
Phillips Edison & Company, Inc. (“PECO”), an internally-managed REIT, is one of the nation’s largest owners and operators of grocery-anchored shopping centers. PECO’s diversified portfolio of well-occupied neighborhood shopping centers features a mix of national and regional retailers selling necessity-based goods and services in fundamentally strong markets throughout the United States. Through its vertically-integrated operating platform, the Company manages a portfolio of 300 shopping centers, including 278 wholly-owned centers comprising approximately 31.3 million square feet across 31 states (as of March 31, 2021). The Company remains exclusively focused on creating great grocery-anchored shopping experiences and improving the communities it serves one center at a time. For more information, please visit www.phillipsedison.com.
PECO uses, and intends to continue to use, its Investors website, which can be found at www.phillipsedison.com/investors, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD.
