Item 8.01 Other Events.
On January 14, 2021, American Assets Trust, Inc. (the "Company") and American
Assets Trust, L.P. (the "Operating Partnership") executed an underwriting
agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, BofA
Securities, Inc. and Morgan 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 the Operating
Partnership's 3.375% Senior Notes due 2031 (the "Notes"). The offering of the
Notes is expected to close on or about January 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 the Operating
Partnership pursuant to the Underwriting Agreement at a price of 98.285% of
their principal amount. The Notes will mature on February 1, 2031 and are
senior, unsecured obligations of the Operating 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 the Operating Partnership's subsidiaries. The
Notes will be fully and unconditionally guaranteed by the Company.
On January 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 the Securities and Exchange Commission on January 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, dated January 14, 2021.

99.1                Press Release, dated January 14, 2021.

104               Cover Page Interactive Data File (the cover page XBRL tags are
                  embedded within the Inline XBRL document).

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