UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 8-K





CURRENT REPORT PURSUANT


TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





Date of Report (date of earliest event reported): May 10, 2011





COLONIAL PROPERTIES TRUST


(Exact name of registrant as specified in its charter)


Alabama1-1235859-7007599(State or other jurisdiction(Commission File Number)(IRS Employer Identificationof incorporation)Number)


COLONIAL REALTY LIMITED PARTNERSHIP


(Exact name of registrant as specified in its charter)


Delaware0-2070763-1098468(State or other jurisdiction of(Commission File Number)(IRS Employer Identificationincorporation)Number)





2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203


(Address of principal executive offices) (Zip Code)





(205) 250-8700


(Registrant's telephone number, including area code)





Not applicable


(Former name or former address, if changed since last report)





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):





o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)





o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)





o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))





o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))














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Item 1.01.  Entry into a Material Definitive Agreement.





On May 10, 2011, Colonial Properties Trust (the “Company”) and Colonial Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), entered into separate Equity Distribution Agreements (the “Equity Distribution Agreements”) with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (each an “Agent,” and together the “Agents”), respectively, pursuant to which the Company may sell from time to time, in a continuous equity offering program under its Registration Statement on Form S-3 (File No. 333-158081), up to $75,000,000 in aggregate offering price of its common shares of beneficial interest, $0.01 par value per share (the “Common Shares”), through the Agents, as the Company's agents. Sales of the Common Shares made pursuant to the Equity Distribution Agreements, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange.


The Equity Distribution Agreements are filed as Exhibit 1.1 and Exhibit 1.2 to this Current Report, respectively, and the descriptions of the material terms of the Equity Distribution Agreements in this Item 1.01 are qualified in their entirety by reference to such Exhibits, which are incorporated herein by reference.





Item 7.01. Regulation FD Disclosure.





On May 10, 2011, the Company announced the offering via press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.





The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company or the Operating Partnership under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.





* * *





“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this Current Report on Form 8-K may constitute, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, achievements or transactions to be materially different from the results, performance, achievements or transactions expressed or implied by the forward-looking statements. Factors that impact such forward-looking statements include, among others, changes in national, regional and local economic conditions, which may be negatively impacted by concerns about inflation, deflation, government deficits, high unemployment rates, decreased consumer confidence and liquidity concerns, particularly in markets in which we have a high concentration of properties; exposure, as a multifamily focused REIT, to risks inherent in investments in a single industry; ability to obtain financing on favorable rates, if at all; performance of affiliates or companies in which we have made investments; changes in operating costs; higher than expected construction costs; uncertainties associated with the timing and amount of real estate disposition and the resulting gains/losses associated with such dispositions; legislative or regulatory decisions; the Company's ability to continue to maintain its status as a REIT for federal income tax purposes; price volatility, dislocations and liquidity disruptions in the financial markets and the resulting impact on availability of financing; the effect of any rating agency actions on the cost and availability of new debt financings; level and volatility of interest or capitalization rates or capital market conditions; effect of any terrorist activity or other heightened geopolitical crisis; or other factors affecting the real estate industry generally.





Except as otherwise required by the federal securities laws, the Company assumes no responsibility to update the information in this Current Report on Form 8-K.





The Company refers you to the documents filed by the company from time to time with the Securities and Exchange Commission, specifically the section titled “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, as may be updated or supplemented in the Company's Form 10-Q filings, which discuss these and other factors that could adversely affect the company's results.





This Current Report on Form 8-K is being filed or furnished, as applicable, on behalf of Colonial Properties Trust (“CLP”) and Colonial Realty Limited Partnership (“CRLP”) to the extent applicable to either or both registrants. Certain of the events disclosed in the items covered by this Current Report on Form 8-K may apply to CLP only, CRLP only or both CLP and CRLP, as applicable.








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Item 9.01. Financial Statements and Exhibits


(d)Exhibits





Attached as exhibits to this form are the documents listed below: ExhibitDocument1.1Equity Distribution Agreement, dated May 10, 2011, by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Agent1.2Equity Distribution Agreement, dated May 10, 2011, by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, as Agent5.1Opinion of Hogan Lovells US LLP regarding the legality of the Common Shares5.2Opinion of Sirote & Permutt, P.C. regarding Alabama law8.1Opinion of Hogan Lovells US LLP regarding certain tax matters23.1Consent of Hogan Lovells US LLP (included in Exhibits 5.1 and 8.1)23.2Consent of Sirote & Permutt, P.C. (included in Exhibit 5.2)99.1Press release issued by the Company on May 10, 2011






































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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, Colonial Properties Trust and Colonial Realty Limited Partnership now each has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


COLONIAL PROPERTIES TRUSTDate: May 10, 2011By:/s/ C. Reynolds Thompson, IIIC. Reynolds Thompson, IIIPresident and Chief Financial OfficerCOLONIAL REALTY LIMITED PARTNERSHIPBy:  Colonial Properties Trust, its general partnerDate: May 10, 2011By:/s/ C. Reynolds Thompson, IIIC. Reynolds Thompson, IIIPresident and Chief Financial Officer








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EXHIBIT INDEX


ExhibitDocument1.1Equity Distribution Agreement, dated May 10, 2011, by and among the Company, the Operating Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Agent1.2Equity Distribution Agreement, dated May 10, 2011, by and among the Company, the Operating Partnership and Wells Fargo Securities, LLC, as Agent5.1Opinion of Hogan Lovells US LLP regarding the legality of the Common Shares5.2Opinion of Sirote & Permutt, P.C. regarding Alabama law8.1Opinion of Hogan Lovells US LLP regarding certain tax matters23.1Consent of Hogan Lovells US LLP (included in Exhibits 5.1 and 8.1)23.2Consent of Sirote & Permutt, P.C. (included in Exhibit 5.2)99.1Press release issued by the Company on May 10, 2011