Amendment No. 1 to the Equity Distribution Agreement, dated February 20, 2025, by and among Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc., as sales agents, principals and/or (except in the case of BTIG, LLC and Fifth Third Securities, Inc.) forward sellers, and certain of their affiliates as forward purchasers

Contract Categories: Business Operations - Sales Agreements
EX-1.1 2 d881862dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

INVENTRUST PROPERTIES CORP.

COMMON STOCK (PAR VALUE $0.001 PER SHARE)

AMENDMENT NO. 1 TO

EQUITY DISTRIBUTION AGREEMENT

February 20, 2025


AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

AMENDMENT NO. 1, dated as of February 20, 2025 (the “Amendment No. 1”), by and among InvenTrust Properties Corp., a Maryland corporation (the “Company”), and Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc., as sales agents, principals and/or (except in the case of BTIG, LLC and Fifth Third Securities, Inc.) forward sellers (in any such capacity, each a “Manager” and, collectively, the “Managers”) and Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc. and Truist Bank, each as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”) to that certain Equity Distribution Agreement, dated March 7, 2022 (the “Agreement”).

W I T N E S S E T H:

WHEREAS, the Company, Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC and KeyBanc Capital Markets Inc., as sales agents, principals and/or (except in the case of BTIG, LLC) forward sellers (in such capacity, together the “Original Managers”), and Wells Fargo Bank, National Association, Bank of America, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association and KeyBanc Capital Markets Inc., as forward purchasers (in such capacity, together the “Original Forward Purchasers” and together with the Company and the Original Managers, the “Original Parties”) are parties to the Agreement;

WHEREAS, the Original Parties wish to amend the Agreement to modify the definition of certain defined terms set forth in the Agreement and used therein, and to add Deutsche Bank Securities Inc., Deutsche Bank AG, London Branch, Fifth Third Securities, Inc., Truist Securities, Inc. and Truist Bank (together, the “Additional Parties”) as parties to the Agreement;

WHEREAS, the Additional Parties wish to become parties to the Agreement, in each case with effect on and after February 20, 2025 (the “Effective Date”); and

WHEREAS, this Amendment No. 1 shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment No. 1.

 

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NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:

Section 1. Definitions.

Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

Section 2. Representation and Warranty.

(a) The Company represents and warrants to the Managers and the Forward Purchasers that this Amendment No. 1 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.

Section 3. Amendment of the Agreement.

(a) On and after the Effective Date, the references to “Registration Statement” shall refer to the automatic shelf registration statement (File No. 333-285073), including a prospectus (to which references to the “Base Prospectus” shall refer on and after the Effective Date), filed by the Company with the Commission on Form S-3ASR relating to the Shelf Securities, including the Shares, to be issued from time to time by the Company, as of the registration statement’s most recent effective date, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430B under the Securities Act.

(b) On and after the Effective Date, the references to “Prospectus Supplement” shall refer to the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on the date hereof, in the form furnished by the Company to the Managers and the Forward Purchasers in connection with the offering of the Shares.

(c) On and after the Effective Date, the references to “Manager” and “Managers” shall refer to each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc.

(d) On and after the Effective Date, the references to “Forward Purchaser” and “Forward Purchasers” shall refer to Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc. and Truist Bank.

(e) On and after the Effective Date, Section 17 of the Agreement is amended to add the following before the Company’s notice information:

if to Deutsche Bank Securities Inc. shall be delivered, mailed or sent to Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10019, Attention: Equity Capital Markets – Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 1 Columbus Circle, 19th Floor, New York, New York 10019, Attention: General Counsel, email: ***@*** or if to Deutsche Bank AG, London Branch shall be delivered, mailed or sent to Deutsche Bank AG, London Branch c/o Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10019, Attention: Equity Capital

 

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Markets – Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 1 Columbus Circle, 19th Floor, New York, New York 10019, Attention: General Counsel, ***@***; if to Fifth Third Securities, Inc. shall be delivered, mailed or sent to Fifth Third Securities, Inc., 424 Church Street, Nashville, Tennessee 37219, Maildrop: UTFC6B Attention: Equity Capital Markets - Legal Department; if to Truist Securities, Inc. shall be delivered, mailed or sent to Truist Securities, Inc., 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets, email: ***@*** or if to Truist Bank shall be delivered, mailed or sent to Truist Bank, 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets, email: ***@***, with a copy to Michael Collins ***@***);

(f) The first paragraph of Exhibit A of the Agreement is amended as follows:

“This Notification sets forth the terms of the agreement of [NAME OF MANAGER] (the “Manager”) with InvenTrust Properties Corp. (the “Company”) relating to the sale of shares of the Company’s common stock, $0.001 par value per share, having an aggregate gross sales price of up to $250,000,000, pursuant to the equity distribution agreement between the Company, Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Truist Securities, Inc., Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association and Truist Bank, dated March 7, 2022 and amended February 20, 2025 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.”

(g) Notwithstanding anything to the contrary contained herein, this Amendment No. 1 shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” “Manager,” “Managers,” “Forward Purchaser” and “Forward Purchasers” contained in the Agreement prior to the Effective Date.

 

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Section 4. No Other Amendments. Except as set forth herein, all the terms and provisions of the Agreement shall continue in full force and effect.

Section 5. Applicable Law. This Amendment No. 1 and any claim, controversy or dispute arising under or related to this Amendment No. 1 shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied.

Section 6. Entire Agreement. The Agreement, as amended by this Amendment No. 1, represents the entire agreement between the Company, each Manager and each Forward Purchaser with respect to the preparation of any Registration Statement, Prospectus Supplement or the Prospectus, the conduct of the offering and the sale and distribution of the Shares.

Section 7. Execution in Counterparts. This Amendment No. 1 may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[SIGNATURE PAGES FOLLOW]

 

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Managers, the Forward Purchasers and the Company in accordance with its terms.

 

Very truly yours,
InvenTrust Properties Corp.
By:   /s/ Daniel J. Busch
  Name: Daniel J. Busch
  Title: President and Chief Executive Officer

 

[InvenTrust – Amendment No. 1 to EDA]


Accepted as of the date first written above

 

By:   Wells Fargo Securities, LLC
By:   /s/ Rohit Mehta
  Name: Rohit Mehta
  Title: Managing Director
By:   BofA Securities, Inc.
By:   /s/ Kevin King
  Name: Kevin King
  Title: Managing Director
By:   BTIG, LLC
By:   /s/ Michael Passaro
  Name: Michael Passaro
  Title: Managing Director
By:   Deutsche Bank Securities Inc.
By:   /s/ Kristen Pugno
  Name: Kristen Pugno
  Title: Director
By:   /s/ Joachim Sciard
  Name: Joachim Sciard
  Title: Managing Director

 

[InvenTrust – Amendment No. 1 to EDA]


By:   Fifth Third Securities, Inc.
By:   /s/ Clayton Greene
  Name: Clayton Greene
  Title: Head of Equity Capital Markets
By:   Jefferies LLC
By:   /s/ Michael Magarro
  Name: Michael Magarro
  Title: Managing Director
By:   J.P. Morgan Securities LLC
By:   /s/ Sanjeet Dewal
  Name: Sanjeet Dewal
  Title: Managing Director
By:   KeyBanc Capital Markets Inc.
By:   /s/ Jaryd Banach
  Name: Jaryd Banach
  Title: Managing Director, Head of REGAL ECM
By:   Truist Securities, Inc.
By:   /s/ Keith Carpenter
  Name: Keith Carpenter
  Title: Managing Director
As Managers

 

[InvenTrust – Amendment No. 1 to EDA]


Accepted as of the date first written above
By:   Wells Fargo Bank, National Association
By:   /s/ Kevin Brillhart
  Name: Kevin Brillhart
  Title: Managing Director
By:   Bank of America, N.A.
By:   /s/ Rohan Handa
  Name: Rohan Handa
  Title: Managing Director
By:   Deutsche Bank AG, London Branch
By:   /s/ Joachim Sciard
  Name: Joachim Sciard
  Title: Managing Director
By:   /s/ Natasha Hossain
  Name: Natasha Hossain
  Title: Director
By:   Jefferies LLC
By:   /s/ Michael Magarro
  Name: Michael Magarro
  Title: Managing Director

 

[InvenTrust – Amendment No. 1 to EDA]


By:   JPMorgan Chase Bank, National Association
By:   /s/ Sanjeet Dewal
  Name: Sanjeet Dewal
  Title: Managing Director
By:   KeyBanc Capital Markets Inc.
By:   /s/ Jaryd Banach
  Name: Jaryd Banach
  Title: Managing Director, Head of REGAL ECM
By:   Truist Bank
By:   /s/ Michael Collins
  Name: Michael Collins
  Title: Managing Director
As Forward Purchasers

 

[InvenTrust – Amendment No. 1 to EDA]