Current Report Filing (8-k)
May 02 2018 - 6:05PM
Edgar (US Regulatory)
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
May 2, 2018 (April 30, 2018)
Date of Report (Date of earliest event reported)
FIRST
INDUSTRIAL REALTY TRUST, INC.
FIRST INDUSTRIAL, L.P.
(Exact name of registrant as specified in its charter)
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First Industrial Realty Trust, Inc.:
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Maryland
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1-13102
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36-3935116
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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First Industrial, L.P.:
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Delaware
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333-21873
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36-3924586
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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311 S. Wacker Drive, Suite 3900
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of
the Securities Exchange Act of 1934 (17
CFR §240.12b-2).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
On April 30, 2018, First Industrial Realty Trust, Inc., a Maryland corporation (the
Company), and First Industrial, L.P., a Delaware limited partnership (the Operating Partnership), entered into an Underwriting Agreement (the Underwriting Agreement) with Citigroup Global Markets Inc.
(the Underwriter), providing for the offer and sale in a firm commitment underwritten public offering of 4,800,000 shares of common stock of the Company, $0.01 par value per share, at a variable price to the public. Subject to
customary closing conditions, the Underwriter expects to deliver the shares to the purchasers on or about May 3, 2018. The Company expects to receive net proceeds from this offering of approximately $145.4 million after deducting
underwriting discounts and commissions, and estimated transaction expenses of approximately $0.2 million. The shares are being offered and sold pursuant to a prospectus supplement, dated April 30, 2018, under the Companys
Registration Statement on
Form S-3
dated March 14, 2017 (File
No. 333-216685).
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as
Exhibit 1.1 to this
Form 8-K
and is incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are filed
herewith:
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated April 30, 2018, among First Industrial Realty Trust, Inc., First Industrial, L.P. and Citigroup Global Markets Inc.
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5.1
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Opinion of McGuireWoods LLP, counsel to the Company, as to the legality of the securities being registered.
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8.1
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Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP, counsel to the Company, as to certain tax matters.
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23.1
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Consent of McGuireWoods LLP (included in Exhibit 5.1 hereto).
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23.2
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Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 8.1 hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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FIRST INDUSTRIAL REALTY TRUST, INC.
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By:
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/s/ Daniel J. Hemmer
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Name:
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Daniel J. Hemmer
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Title:
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General Counsel
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FIRST INDUSTRIAL, L.P.
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By:
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First Industrial Realty Trust, Inc., its general partner
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By:
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/s/ Daniel J. Hemmer
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Name:
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Daniel J. Hemmer
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Title:
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General Counsel
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Date: May 2, 2018
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