Phillips Edison & Company Performs One-to-Three Reverse Stock Split

Also reclassifies common stock to class B common stock

CINCINNATI, July 02, 2021–(BUSINESS WIRE)–Phillips Edison & Company, Inc. (“PECO”), an internally managed real estate investment trust (“REIT”) and today one of the largest owners and operators of omnichannel supermarket-anchored neighborhood shopping centers performed a one-to-three reverse stock split of every 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) changes into a share of PECO’s newly created Class B common stock, $0.01 par value (the “Class B Common Stock”).

Shareholders of PECOs previously approved the reclassification transaction on June 18, 2021, and the board of directors of PECO (the “Board”) approved the reverse stock split on June 14, 2021. As a result of the reverse stock split and reclassification transaction, PECO shareholders received one share of Class B common stock after the split for every three shares of common stock they owned before the split.

Class B Common Shares are identical to Common Shares, including in respect of voting rights and distribution rights (ie, monthly distributions), except that on the six months of the potential listing of PECO Common Shares on a National Stock Exchange, or such earlier date or As approved by the Board (subject to certain restrictions), each share of Class B common stock will automatically be converted into one share of listed common stock.

While the reverse stock split reduced the total number of PECO’s common shares outstanding, it had no economic impact on PECO’s shareholders as they were all equally and proportionally affected. PECO’s business remains unchanged after the reverse stock split and reclassification transaction.

About Philips Edison & Company

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Phillips Edison & Company, Inc. (“PECO”), an internally managed REIT, is one of the largest owners and operators of supermarket-based shopping centers. PECO’s diversified portfolio of well-stocked neighborhood shopping centers consists of a mix of national and regional retailers selling necessity-based goods and services in fundamentally strong markets in the United States. Through its vertically integrated business platform, the company manages a portfolio of 300 shopping centers, including 278 wholly-owned centers of approximately 31.3 million square feet in 31 states (as of March 31, 2021). The company continues to focus solely on creating great retail experiences anchored in the grocery store and improving the communities it serves one center at a time. For more information, visit www.phillipsedison.com.

PECO uses, and plans to continue to use, its Investors website, which can be found at: www.phillipsedison.com/investors, as a means to disclose material non-public information and to comply with the disclosure obligations under Regulation FD.

Forward-Looking Statements

Certain statements in this press release from Phillips Edison & Company, Inc. (the “Company”), including statements regarding the Company’s expectations regarding the reverse stock split and reclassification transaction, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends that all such forward-looking statements be covered by the applicable safe harbor provisions for forward-looking statements incorporated into these laws. Such forward-looking statements can be identified generally by the Company’s use of forward-looking terminology, such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “Get on”. “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look ahead,” “optimistic”, or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Such statements are subject to certain risks and uncertainties, including known and unknown risks, that could cause actual results to differ materially from those projected or expected. These risks include, without limitation: (i) changes in the national, regional or local economic environment; (ii) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in the Company’s portfolio; (iii) vacancy, changes in market rental rates and the need to periodically repair, renovate and re-let space; (iv) changes in interest rates and the availability of permanent mortgage financing; (v) competition from other available properties and the attractiveness of properties in the Company’s portfolio to its tenants; (vi) tenants’ financial stability, including tenants’ ability to pay rent; (vii) changes in tax, real estate, environmental and zoning laws; (viii) the concentration of the Company’s portfolio in a limited number of industries, geographies or investments; (ix) the economic, political and social impact of and uncertainty related to the COVID-19 pandemic, including the potential or expected impact on the Company’s tenants, the Company’s business and the Company’s view on future trends; and (x) any of the other risks included in the Company’s SEC filings. Such statements are therefore not intended to be a guarantee of the Company’s performance in future periods. Except as required by law, the company assumes no obligation to update or revise any forward-looking statements contained in this press release.

See part I, point 1A. Risk Factors of the Company’s 2020 Annual Report on Form 10-K, filed with the SEC on March 12, 2021, and all subsequent filings, for a discussion of some of the risks and uncertainties, although not all of the risks and uncertainties, that could cause actual results differ materially from those presented in the company’s forward-looking statements. Except as required by law, the company assumes no obligation to update or revise any forward-looking statements contained in this press release.

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Contacts

Investors:
Philips Edison & Company, Inc.
Michael Koehler, Vice President Investor Relations
(513) 338-2743
[email protected]