Current Report Filing (8-k)
October 09 2018 - 4:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 4, 2018
Monmouth
Real Estate Investment Corporation
(Exact
name of registrant as specified in its charter)
Maryland
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001-33177
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22-1897375
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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Juniper
Business Plaza, Suite 3-D
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3499
Route 9 North
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Freehold,
New Jersey
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07728
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(732) 577-9996
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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[ ]
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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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Item
1.01 Entry Into a Material Definitive Agreement.
On
October 4, 2018, Monmouth Real Estate Investment Corporation (the “Company,” “we,” “us” or
“our”) entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets
Corp., J.P Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters listed on Schedule
I thereto (the “Underwriters”), relating to the issuance and sale of 8,000,000 shares of the Company’s common
stock, par value $0.01 per share (the “Common Stock”), and the grant by the Company to the Underwriters of a 30-day
option to purchase up to 1,200,000 additional shares of Common Stock, at a public offering price of $15.00 per share, less an
underwriting discount of $0.60 per share. The Underwriting Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions under which the Company has agreed to indemnify the Underwriters against
certain liabilities.
The
offering was made pursuant to a shelf registration statement automatically effective upon filing with the Securities and Exchange
Commission on August 2, 2018 (Registration No. 333-226511), a base prospectus, dated August 2, 2018, included as part of the
registration statement, and a prospectus supplement, dated October 4, 2018, filed with the Securitie
s
and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
On
October 8, 2018, the Underwriters exercised their option to purchase additional shares of Common Stock in full. Upon the closing
of the option, which is expected to be on October 11, 2018 and is subject to customary closing conditions, the Company expects
to have issued a total of 9,200,000 shares of Common Stock pursuant to the Underwriting Agreement for total net proceeds after
estimated offering expenses of $132.4 million.
The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to Underwriting Agreement.
We
are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Venable LLP, regarding certain Maryland
law issues concerning the shares of Common Stock issued and sold in the offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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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Monmouth
Real Estate Investment Corporation
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Dated:
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October
9, 2018
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By
:
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/s/
Kevin S. Miller
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Kevin
S. Miller
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Chief
Financial and Accounting Officer
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