Curbline Properties Corp. Secures $204 Million in Equity Financing Through Forward Sale Agreements
NEW YORK – Curbline Properties Corp. (NYSE: CURB) has announced the pricing of an underwritten public offering of 8,000,000 shares of its common stock. This significant equity raise, facilitated through forward sale agreements, is expected to generate approximately $204 million in gross proceeds for the company, before accounting for offering-related expenses. The transaction is slated for closing on February 12, 2026, contingent on standard closing conditions.
The offering is being managed by leading financial institutions Morgan Stanley and BofA Securities, who will serve as the underwriters. In conjunction with the public offering, Curbline Properties has entered into forward sale agreements with affiliates of Morgan Stanley and BofA Securities. These agreements are central to the structure of the offering, allowing the company to secure future funding at the current pricing.
Underwriters have been granted a 30-day option to purchase up to an additional 1.2 million shares of common stock. Should this option be exercised, Curbline Properties anticipates entering into corresponding additional forward sale agreements to cover the over-allotment.
The mechanics of the forward sale agreements involve the forward purchasers (or their affiliates) borrowing shares from third parties and selling them to the underwriters. This process is subject to certain conditions, including the availability of borrowed shares and acceptable borrowing costs. If the forward purchasers are unable to deliver the full number of shares, Curbline Properties will directly issue and sell the remaining shares to the underwriters, with a corresponding adjustment to the number of shares underlying the forward sale agreements.
Curbline Properties intends to physically settle these forward sale agreements within approximately 18 months of the prospectus supplement date. The company will not receive any proceeds from the initial sale of shares by the forward purchasers. However, upon physical settlement, Curbline Properties expects to receive net proceeds, which it plans to allocate towards general corporate purposes. These may include funding property acquisitions, bolstering working capital, capital expenditures, debt repayment, or a combination thereof.
The shares are being offered under the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (SEC). A final prospectus supplement and accompanying prospectus detailing the offering will be filed with the SEC.
**About Curbline Properties**
Curbline Properties is a real estate investment trust (REIT) focused on acquiring and managing convenience shopping centers. These properties are strategically located in high-household income suburban communities, often situated at prominent intersections and major thoroughfares. The company operates as a self-managed REIT and is publicly traded on the NYSE under the ticker symbol CURB.
**Strategic Financial Maneuver and Market Implications**
This forward sale agreement structure offers several strategic advantages for Curbline Properties. It allows the company to raise substantial capital while deferring the issuance of actual shares for up to 18 months. This can be particularly beneficial in volatile market conditions, enabling the company to lock in current valuations and mitigate the risk of price fluctuations before the shares are ultimately delivered.
From a technological perspective, the effective use of shelf registration statements and prospectus supplements signifies a mature approach to capital markets engagement. This allows for greater flexibility and speed in accessing capital when market windows are favorable, a critical capability for companies in the dynamic real estate sector. The reliance on established financial institutions like Morgan Stanley and BofA Securities for underwriting and as forward purchasers underscores the robustness of the transaction.
The planned use of proceeds — funding acquisitions, working capital, and capital expenditures — indicates a strategic growth phase for Curbline Properties. This suggests the company is identifying opportunities for expansion and improvement within its portfolio, aiming to enhance shareholder value through strategic investments. The ability to use proceeds for debt repayment also signals a commitment to strengthening the company’s balance sheet.
**Forward-Looking Statements**
This press release contains forward-looking statements within the meaning of federal securities laws. These statements are based on the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially. Key factors that could influence future results include economic conditions, real estate market dynamics, tenant performance, interest rate fluctuations, regulatory changes, and the ability to secure financing. The Company undertakes no obligation to publicly update or revise any forward-looking statements. Investors are encouraged to review the Company’s filings with the SEC for a more comprehensive discussion of these risks and factors.
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