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Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

February 16, 2018

 

 

 

LOGO

Douglas Emmett, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   1-33106   20-3073047

(State or other jurisdiction

of incorporation)

 

Commission

file number

 

(I.R.S. Employer

identification No.)

 

808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401
(Address of principal executive offices)                 (Zip Code)

Registrant’s telephone number, including area code    (310) 255-7700

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01. Other Events.

Douglas Emmett, Inc. (the “Company”) is filing herewith the opinion of Venable LLP as an exhibit to its Registration Statement on Form S-3 (Registration No. 333-219731) (the “Registration Statement”) in connection with the resale from time to time of shares of common stock, $0.01 par value per share, of the Company issuable upon redemption of units representing common limited partnership interests in Douglas Emmett Properties, LP by the selling stockholders identified in the prospectus supplement dated February 16, 2018 to the prospectus dated August 4, 2017 (collectively, the “Prospectus”) forming part of the Registration Statement. Such resale will be made under the Registration Statement and the Prospectus.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

  5.1    Opinion of Venable LLP.
23.1    Consent of Venable LLP (included in Exhibit 5.1 above).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    DOUGLAS EMMETT, INC.
Dated:    February 16, 2018     By:  

/s/ MONA M. GISLER

      Mona M. Gisler
      Chief Financial Officer
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Section 2: EX-5.1 (EX-5.1)

EX-5.1

Exhibit 5.1

[LETTERHEAD OF VENABLE LLP]

February 16, 2018

Douglas Emmett, Inc.

808 Wilshire Boulevard

Suite 200

Santa Monica, California 90401

 

  Re: Registration Statement on Form S-3

Commission File No 333-219731

Ladies and Gentlemen:

We have served as Maryland counsel to Douglas Emmett, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration and issuance of 2,355,095 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), to be sold from time to time by the stockholders of the Company named under the caption “Selling Stockholders” in the Prospectus Supplement (as defined below) to the prospectus that forms a part of the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are issuable upon the exchange of units of limited partnership interest (the “OP Units”) in Douglas Emmett Properties, LP, a Delaware limited partnership (the “Operating Partnership”), tendered for redemption.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;

2. The Prospectus Supplement with respect to the offering and issuance of the Shares (the “Prospectus Supplement”), substantially in the form to be filed with the Commission pursuant to Rule 424(b)(7) of the General Rules and Regulations promulgated under the Securities Act;

3. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;


Douglas Emmett, Inc.

February 16, 2018

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5. The Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), certified as of the date hereof by an officer of the Company;

6. The Letter Agreement, dated as of October 17, 2017 (the “Letter Agreement”), by and between the Operating Partnership and Wilshire-Canon Properties, LLC, a California limited liability company;

7. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

8. Resolutions adopted by the Board of Directors of the Company relating to, among other matters, the registration and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

9. A certificate executed by an officer of the Company, dated as of the date hereof; and

10. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied


Douglas Emmett, Inc.

February 16, 2018

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upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. The Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VI of the Charter.

6. The OP Units have been duly authorized and validly issued by the Operating Partnership.

7. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and to the extent issued upon the exchange of OP Units tendered for redemption in accordance with the Resolutions, the Partnership Agreement and the Letter Agreement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.


Douglas Emmett, Inc.

February 16, 2018

Page 4

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

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