Current Report Filing (8-k)
December 22 2020 - 6:01AM
Edgar (US Regulatory)
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2020-12-21
2020-12-21
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2020-12-21
2020-12-21
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MNR:Sec6.125SeriesCCumulativeRedeemablePreferredStockMember
2020-12-21
2020-12-21
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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) December 21, 2020
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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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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101 Crawfords Corner Road, Suite 1405, Holmdel,
NJ
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07733
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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
(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 Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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MNR
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New York Stock Exchange
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6.125% Series C Cumulative Redeemable Preferred
Stock
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MNR-PC
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New York Stock Exchange
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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
8.01 Other Events.
Monmouth
Real Estate Investment Corporation (the “Company”) today confirmed receipt of an unsolicited proposal from Blackwells
Capital LLC (“Blackwells”), to acquire all of the outstanding shares of the Company for $18.00 per share in cash.
The Blackwells proposal is non-binding, highly conditional and reflects a 5.9% premium to the Company’s closing stock price
on December 18, 2020.
Monmouth
also today confirmed receipt on December 1, 2020, of an earlier, substantially identical unsolicited proposal from Blackwells
to acquire all of the outstanding shares of the Company for $16.75 per share in cash (the “original proposal”). Monmouth’s
Board, along with its financial and legal advisors, carefully considered the original proposal and unanimously determined that
it did not reflect Monmouth’s strategic value or future prospects, and was not in the best interests of the Company.
A
copy of the press release announcing the Company’s receipt of Blackwells Capital’s proposal is filed as Exhibit 99.1
to this Current Report on Form 8-K.
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: December 21, 2020
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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 Officer, its principal financial
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officer and principal accounting officer
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