As filed with the Securities and Exchange Commission on June 27, 2024

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PEAKSTONE REALTY TRUST

(Exact name of registrant as specified in its charter)

1520 E. Grand Avenue

El Segundo, California 90245

(Address of Principal Executive Offices) (Zip Code)

 

Peakstone Realty Trust

Second Amended and Restated

Employee and Trustee Long-Term Incentive Plan

(Full title of the plan)

 

Michael. J. Escalante

Chief Executive Officer and President

 

Peakstone Realty Trust

 

1520 E. Grand Avenue

El Segundo, California 90245

(Name and address for agent for service)

 

(310) 606-3200

(Telephone number, including area code, of agent for service)

Copies to:

Julian T.H. Kleindorfer, Esq.

Lewis W. Kneib, Esq.

Latham & Watkins LLP

355 South Grand Avenue

Los Angeles, California 90071

(213) 485-1234

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “SEC”) by Peakstone Realty Trust, a Maryland real estate investment trust (the “Registrant”), for the purpose of registering (i) 1,285,700 common shares of beneficial interest, par value $0.001 per share (“Common Shares”), that became authorized for issuance pursuant to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (as amended, the “Plan”), as amended by that certain First Amendment to the Plan, which was approved by the Registrant’s shareholders at the Registrant’s annual meeting of shareholders held on June 18, 2024, and (ii) 36,748 additional Common Shares that, in accordance with the Plan, have become available for issuance under the Plan to the extent that awards under the Plan have been terminated, cancelled or expired.

 

The Common Shares registered by this Registration Statement are of the same class as the securities relating to the Griffin Realty Trust Amended and Restated Employee and Trustee Long-Term Incentive Plan (the “Prior Plan”) for which Registration Statements on Form S-8 and Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-231816) are effective (together, the “Prior Registration Statements”). The Plan was adopted by the Registrant’s Board of Trustees on April 5, 2023 as an amendment, restatement and continuation of the Prior Plan.

 

Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE.

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the SEC will update and supersede this information. The following documents, which have been filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:

(a)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024, as amended on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the SEC on March 28, 2024;

(b)

The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 7, 2024;

(c)

The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2024;

(d)

The Company’s Current Reports on Form 8-K filed with the Commission on March 7, 2024 and June 21, 2024; and

(e)

The description of the Company’s securities contained in Exhibit 4.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 22, 2024, including any amendments or reports filed for purposes of updating such description.

All reports and other documents subsequently filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment, which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

 

ITEM 8.

EXHIBITS

 

The following are the exhibits required by Item 601 of Regulation S-K:

 

Exhibit Number
		Description
4.1		Declaration of Trust, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on January 20, 2023, SEC File No. 000-55605
4.2		Articles of Amendment to Declaration of Trust, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 10, 2023, SEC File No. 000-55605
4.3		Articles of Amendment to Declaration of Trust, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on April 17, 2023, SEC File No. 001-41686
4.4		Second Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 20, 2023, SEC File No. 000-55605
4.5		Description of Securities, incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 22, 2024, SEC File No. 001-41686
5.1		Opinion of Venable LLP*
23.1		Consent of Ernst & Young LLP*
23.2		Consent of Ernst & Young LLP*
23.3		Consent of Venable LLP (included in Exhibit 5.1)*
24.1		Powers of Attorney (incorporated by reference to the signature page hereto).
99.1†		Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 22, 2024, SEC File No. 001-41686
99.2†		First Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on June 21, 2024, SEC File No. 001-41686
107		Filing Fee Table*

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on June 27, 2024.

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints each of Michael J. Escalante, Javier F. Bitar and Nina Momtazee Sitzer, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

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Exhibit 5.1

	750 E. PRATT STREET  SUITE 900  BALTIMORE, MD 21202 T 410.244.7400  F 410.244.7742  www.Venable.com

June 27, 2024

Peakstone Realty Trust

1520 E. Grand Avenue

El Segundo, California 90245

Re:         Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Peakstone Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 1,322,448 common shares (the “Shares”) of beneficial interest, par value $0.001 per share, of the Company (the “Common Shares”), that the Company may issue pursuant to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (the “Original Plan”), as amended by the First Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (the “Amendment,” and together with the Original Plan, the “Plan”), consisting of (i) 1,285,700 additional Common Shares that the Company is authorized to issue under the Plan pursuant to the Amendment, and (ii) 36,748 Common Shares that, in accordance with the Plan, have become available for issuance under the Plan to the extent that Awards (as defined below) have been terminated, cancelled or expired, covered by the above-referenced Registration Statement and all amendments thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), on or about the date hereof.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.          The Registration Statement;

3.        The Declaration of Trust of the Company (the “Declaration of Trust”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4.          The Second Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5.          Resolutions (the “Resolutions”) adopted by the Board of Trustees of the Company relating to the authorization of the Amendment and the issuance of the Shares, certified as of the date hereof by an officer of the Company;

6.          A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

7.          A certificate executed by an officer of the Company, dated as of the date hereof; and

8.         Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.         Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2.          Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.         Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.         All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.         The Shares will not be issued or transferred in violation of Article VII of the Declaration of Trust or any restrictions contained in the Plan.

6.        Upon the issuance of any of the Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration of Trust.

7.        Each award that provides for the potential issuance of a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan, and any Share issued pursuant to any such Award will be issued in accordance with the terms of the Plan and such Award, including any agreement entered into in connection therewith.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.        The Company is a real estate investment trust duly formed and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.       The issuance of the Shares has been duly authorized and, when and to the extent issued and delivered by the Company in accordance with the Registration Statement, the Resolutions and the Plan, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the laws of any other state.  We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Second Amended and Restated Employee and Trustee Long-Term Incentive Plan of Peakstone Realty Trust of our reports dated February 22, 2024, with respect to the consolidated financial statements of Peakstone Realty Trust, and the effectiveness of internal control over financial reporting of Peakstone Realty Trust, included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California

June 26, 2024

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Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to Peakstone Realty Trust’s Second Amended and Restated Employee and Trustee Long-Term Incentive Plan of our report dated March 26, 2024, with respect to the consolidated financial statements of Galaxy REIT LLC included in Peakstone Realty Trust’s Annual Report (Form 10-K/A) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

June 26, 2024

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Exhibit 107

 

CALCULATION OF FILING FEE TABLE

FORM S-8

(Form Type)

 

PEAKSTONE REALTY TRUST

(Exact Name of Registrant as Specified in its Charter)

 

Table I: Newly Registered Securities

 

 

(1)

In accordance with Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this registration statement on Form S-8 shall be deemed to cover any additional securities that may from time to time be offered or issued under the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (the “Plan”) to prevent dilution resulting from stock splits, stock dividends, share combinations or similar recapitalizations or transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.

(2)

Consists of (i) 1,285,700 common shares of beneficial interest, par value $0.001 per share (“Common Shares”) that became authorized for issuance pursuant to the Plan pursuant to that certain First Amendment to the Plan, which was approved by the Registrant’s shareholders at the Registrant’s annual meeting of shareholders held on June 18, 2024, and (ii) 36,748 additional Common Shares that, in accordance with the Plan, have become available for issuance under the Plan to the extent that awards under the Plan have been terminated, cancelled or expired.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices per Common Share as reported on The New York Stock Exchange on June 24, 2024.

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