Item 8.01 Other Events. OnJanuary 14, 2021 ,American Assets Trust, Inc. (the "Company") andAmerican Assets Trust, L.P. (the "Operating Partnership") executed an underwriting agreement (the "Underwriting Agreement") withWells Fargo Securities, LLC ,BofA Securities, Inc. andMorgan Stanley & Co. LLC as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the issuance and sale of$500 million aggregate principal amount of theOperating Partnership's 3.375% Senior Notes due 2031 (the "Notes"). The offering of the Notes is expected to close on or aboutJanuary 26, 2021 , subject to the satisfaction or waiver of customary closing conditions (the "Closing"). The Notes were priced to investors in the offering at 98.935% of their principal amount, and the Underwriters agreed to purchase the Notes from theOperating Partnership pursuant to the Underwriting Agreement at a price of 98.285% of their principal amount. The Notes will mature onFebruary 1, 2031 and are senior, unsecured obligations of theOperating Partnership and will rank equally in right of payment with all of its other existing and future senior unsecured indebtedness and will be effectively subordinated in right of payment to, among other things, all of its existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future indebtedness and other liabilities, whether secured or unsecured, of theOperating Partnership's subsidiaries. The Notes will be fully and unconditionally guaranteed by the Company. OnJanuary 14, 2021 , the Company issued a press release announcing the pricing of the offering. The press release is attached as Exhibit 99.1 hereto, and is incorporated herein by reference. The offering is being made pursuant to the effective registration statement on Form S-3 (File Nos. 333-252096 and 333-252096-01)
initially filed with theSecurities and Exchange Commission onJanuary 14, 2021 . The Underwriting Agreement contains customary representations, warranties, covenants, and agreements, indemnification obligations, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the parties thereto. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the terms of the Underwriting Agreement herein is qualified in its entirety by reference thereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 14, 2021 . 99.1 Press Release, datedJanuary 14, 2021 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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