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Item 7.01
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Regulation FD Disclosure.
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On August 9, 2021, INDUS Realty Trust, Inc. (“INDUS” or the “Company”) announced that it recently entered into an agreement (the “Forward Purchase Agreement”) to acquire, for a purchase price of $31.5 million, an under-construction, approximately 184,000 square foot industrial/logistics portfolio in Nashville, Tennessee (the “Nashville Acquisition”). The Nashville Acquisition is being developed on speculation by the seller and, upon completion, will be comprised of two buildings located in close proximity to downtown Nashville. Under the terms of the Forward Purchase Agreement, INDUS expects to close on the Nashville Acquisition by the end of the 2021 fourth quarter.
Closing on the purchase of the Nashville Acquisition is subject to a number of contingencies including the satisfactory completion of due diligence by INDUS. There can be no guarantee that the Nashville Acquisition will be completed under its current terms, anticipated timeline, or at all.
Also on August 9, 2021, INDUS announced that it recently entered into an agreement (the “Purchase Agreement”) to acquire, for a purchase price of $2.25 million, approximately 10.6 acres of undeveloped land in the Lehigh Valley of Pennsylvania (the “Lehigh Valley Land”). Under the terms of the Purchase Agreement, INDUS expects to close on the Lehigh Valley Land upon receipt of the requisite entitlements, estimated to be during the first half of fiscal 2022. Subsequent to closing on the Lehigh Valley Land, INDUS expects to begin construction, on speculation, of an approximately 90,000 square foot industrial/logistics building.
Closing on the purchase of the Lehigh Valley Land is subject to a number of contingencies including the satisfactory completion of due diligence by INDUS and the receipt of all the necessary entitlements and approvals for development. There can be no guarantee that the Lehigh Valley Land acquisition or the subsequent development of a 90,000 square foot industrial/logistics building will be completed under the contemplated terms, anticipated timeline, or at all.
Copies of the Company’s August 9, 2021, press releases announcing the Nashville Acquisition and the Purchase Agreement are attached hereto as Exhibits 99.1 and 99.2, respectively. The information contained and referenced in this Item 7.01, including the press releases attached as Exhibits 99.1 and 99.2, are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18 of the Exchange Act. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Forward-Looking Statements:
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements include INDUS’s beliefs and expectations regarding future events or conditions including, without limitation, statements regarding the expected closing date of the Nashville Acquisition, the expected closing date of the Lehigh Valley Land acquisition, and the planned development of a 90,000 square foot industrial building on the Lehigh Valley Land. Although INDUS believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by INDUS as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies,