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): September 27, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| (Registrant’s telephone number, including area code) | ||
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock $0.01 par value | PECO | The Nasdaq Global Select Market | ||||||
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 7.01 Regulation FD Disclosure.
Included in this filing as Exhibit 99.1 is a slide containing collection data of Phillips Edison & Company, Inc. (the “Company”), which is being presented in connection with certain investor meetings of the Company.
The information in this Item 7.01, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any other filing with the SEC except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Included in this filing as Exhibit 99.2 is certain data derived from a market study prepared for the Company by Jones Lang LaSalle Americas, Inc.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |||||||
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 hereunto duly authorized.
| PHILLIPS EDISON & COMPANY, INC. | ||||||||||||||||||||
| Dated: September 27, 2021 | By: | /s/ John P. Caulfield | ||||||||||||||||||
| John P. Caulfield | ||||||||||||||||||||
| Chief Financial Officer, Senior Vice President and Treasurer | ||||||||||||||||||||
Exhibit 23.1
CONSENT OF JONES LANG LASALLE AMERICAS, INC.
We hereby consent to the (1) use of our name in the Registration Statement on Form S-3 of Phillips Edison & Company, Inc., a Maryland corporation (the “Company”), and the related prospectus and any amendments or supplements thereto (collectively, the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), (2) references to and inclusion of the information derived from the market study (the “market study”) prepared by Jones Lang LaSalle Americas, Inc. for the Company in, and making the information derived from the market study part of, the Registration Statement, including through the incorporation by reference therein of the economic and demographic data included in the Company’s Current Report on Form 8-K dated September 27, 2021, and (3) filing of this consent as an exhibit to the Company’s Current Report on Form 8-K dated September 27, 2021, which is incorporated by reference in the Registration Statement.
Dated: September 25, 2021
Jones Lang LaSalle Americas, Inc.
By: /s/ Audrey Symes____________
Audrey Symes
Director, Research Advisory
Exhibit 99.1
Exhibit 99.2
This exhibit contains information from a market study prepared for us by Jones Lang LaSalle Americas, Inc.’s (“JLL”), an independent third-party real estate advisory and consulting services firm, and is included in reliance on JLL’s authority as an expert on such matters. The market study prepared by JLL is based on data (including third-party data), significant assumptions, proprietary methodologies, and the experience and judgment of JLL. No assurance can be given regarding the accuracy or appropriateness of the assumptions and judgments made, or the methodologies used, by JLL, and we have not independently verified the information contained in the market study.