Filed Pursuant to Rule 424(b)(5)
Registration No. 333-273803
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 8, 2023)
$200,000,000
Common Shares
We have entered into a sales agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Truist Securities, Inc., Fifth Third Securities, Inc., BMO Capital Markets Corp., Wells Fargo Securities, LLC, BTIG, LLC, Regions Securities LLC, and Jefferies LLC, or, collectively, in such capacity, the sales agents, and the forward sellers and the forward purchasers (in each case, as defined below), relating to the offer and sale of our common shares of beneficial interest at $0.001 par value per share, or our common shares, having an aggregate gross sales price of up to $200,000,000.
In accordance with the terms of the sales agreement, our common shares may be offered and sold hereby from time to time through the sales agents and the forward sellers. Sales of our common shares, if any, will be made in negotiated transactions, including block trades, transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, or the NYSE, sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks or by any other method permitted by law.
Our common shares are listed on the NYSE under the trading symbol “PKST.” The last reported sale price of our common shares on the NYSE on August 7, 2023 was $22.00 per share.
We have elected to be taxed as a real estate investment trust for U.S. federal income tax purposes, or REIT, commencing with our taxable year ended December 31, 2015. Our common shares are, with certain exceptions, subject to a 9.8% ownership limitation to, among other things, assist us in qualifying and maintaining our qualification as a REIT. In addition, our declaration of trust contains various other restrictions on the ownership and transfer of our common shares. See “Description of Capital Shares of Beneficial Interest—Common Shares—Restrictions on Ownership and Transfer” in the accompanying prospectus.
None of the sales agents and the forward sellers is required to sell any specific number or dollar amount of our common shares, but each of the sales agents and the forward sellers has agreed to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, and subject to the terms and conditions of the sales agreement, to sell our common shares, on mutually agreed terms between such sales agent or such forward seller, us and, if applicable, the relevant forward purchaser. Our common shares offered and sold through the sales agents and the forward sellers pursuant to this prospectus supplement and the accompanying prospectus will be offered and sold through only one sales agent or one forward seller on any given day.
The sales agreement contemplates that, in addition to the issuance and sale by us of our common shares to or through the sales agents, we may enter into separate forward sale agreements with Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Truist Bank, Bank of Montreal, Wells Fargo Bank, National Association, Nomura Global Financial Products, Inc., Regions Securities LLC and Jefferies LLC, or, collectively, in such capacity, the forward purchasers. If we enter into a forward sale agreement with any forward purchaser, then we expect that such forward purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant sales agent, or in such capacity, a forward seller, our common shares to hedge such forward purchaser’s exposure under such forward sale agreement. Unless otherwise expressly stated or the context otherwise requires, references herein to the “related” or “relevant” forward purchaser mean, with respect to any forward seller, the affiliate of such forward seller that is acting as forward purchaser or, if applicable, such forward seller that is acting in its capacity as forward purchaser (except that with respect to Nomura Global Financial Products, Inc., the relevant forward seller is Nomura Securities International, Inc. (acting through BTIG, LLC as agent)). We will not receive any proceeds from any sale of our common shares borrowed by a forward purchaser (or its affiliate) and sold through a forward seller.
We currently expect to fully physically settle each forward sale agreement, if any, with the relevant forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or our common shares (in the case of net share settlement) to the relevant forward purchaser. See “Plan of Distribution” in this prospectus supplement.
Each sales agent will receive from us a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all of our common shares sold through it as our sales agent under the sales agreement. In connection with each forward sale agreement, the applicable forward purchaser will receive a commission in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not (except as provided below) exceed, but may be lower than, 2.0% of the gross sales price per share of the borrowed common shares sold through the relevant sales agent during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any dividends having an “ex-dividend” date during such forward selling period).
Under the terms of the sales agreement, we may also sell our common shares to one or more of the sales agents, as principal, at a price per share to be agreed upon at the time of sale. If we sell our common shares to one or more of the sales agents as principal, we will enter into a separate terms agreement with such sales agent or sales agents, as the case may be, and we will describe the terms of the offering of those common shares in a separate prospectus supplement. In any such sale to a sales agent, as principal, we may agree to pay the applicable sales agent an underwriting discount or commission that may exceed 2.0% of the gross sales price per share sold to such sales agent, as principal.
In connection with the sale of our common shares, each of the sales agents and the forward sellers may, and in connection with sales of our common shares purchased by a sales agent, as principal, such sales agent will, be deemed to be an “underwriter” within the meaning of the Securities Act, and the fees paid to such sales agent or such forward seller may, or will, as applicable, be deemed to be underwriting compensation.
Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page S-
6 of this prospectus supplement and the accompanying prospectus and the information set forth in our filings under the Securities Exchange Act of 1934, as amended, that are incorporated herein by reference.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
BofA Securities | | | Goldman Sachs & Co. LLC | | | KeyBanc Capital Markets | | | Truist Securities | | | Fifth Third Securities |
BMO Capital Markets | | | Wells Fargo Securities | | | BTIG | | | Regions Securities LLC | | | Jefferies |
The date of this prospectus supplement is August 8, 2023