Monmouth Real Estate Investment Corporation (NYSE:MNR-B) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement.

On March 6, 2017, Monmouth Real Estate Investment Corporation
(the Company) entered into an underwriting agreement (the
Underwriting Agreement) with RBC Capital Markets, LLC, BMO
Capital Markets Corp. and J.P. Morgan Securities LLC, as
representatives of the several underwriters listed on Schedule I
thereto (the Underwriters), to offer and sell an additional
3,000,000 shares of the Companys 6.125% Series C Cumulative
Redeemable Preferred Stock, $0.01 par value per share (the Series
C Preferred Stock), with a liquidation preference of $25.00 per
share, at a public offering price of $24.50 per share (the
Preferred Stock Offering). The Underwriters were granted an
option to purchase up to an additional 450,000 shares of Series C
Preferred Stock to cover overallotments, if any, bringing the
total number of shares of Series C Preferred Stock that may be
sold in the Preferred Stock Offering to 3,450,000 shares of
Series C Preferred Stock. 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 Preferred Stock Offering closed on March 9, 2017
and resulted in net proceeds of approximately $70.9 million,
after deducting the underwriting discount and estimated offering
expenses payable by the Company.

The foregoing summary of the terms of the Underwriting Agreement
is only a brief description of certain terms therein and does not
purport to be a complete description of the rights and
obligations of the parties thereunder. A copy of the Underwriting
Agreement is attached hereto as Exhibit 1.1 and is incorporated
by reference herein.

Item 3.03 Material Modifications to Rights of Security
Holders.

In connection with the issuance and sale of the Series C
Preferred Stock, on March 7, 2017, the Company filed with the
State Department of Assessments and Taxation of Maryland (the
SDAT) Articles Supplementary (the Series C Articles
Supplementary) to the charter of the Company (the Charter),
classifying and designating 3,450,000 of the authorized but
unissued shares of the Companys common stock, $0.01 par value per
share, as additional shares of Series C Preferred Stock. After
giving effect to the Series C Articles Supplementary, the Company
is authorized to issue 8,850,000 shares of Series C Preferred
Stock. The Series C Preferred Stock issued and sold in the
Preferred Stock Offering has terms identical to the 5,400,000
shares of Series C Preferred Stock originally issued by the
Company on September 13, 2016 and provided for by the Articles
Supplementary filed by the Company with SDAT on September 7, 2016
and filed as Exhibit 3.1 to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on
September 13, 2016. In addition, on March 7, 2017, the Company
filed with the SDAT Certificates of Correction (the Certificates
of Correction) to the Articles Supplementary setting forth the
terms of each series of the Companys preferred stock, including
the Series C Preferred Stock, to correct an error in the
calculation of the record dates for preferred dividends. This
summary of the Series C Articles Supplementary and the
Certificates of Correction is qualified in its entirety by
reference to the Series C Articles Supplementary filed as Exhibit
3.1 and the Certificates of Correction filed as Exhibits 3.2 and
3.3 to this Current Report on Form 8-K and incorporated by
reference herein.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.03.

Item 7.01 FD Disclosure.

On March 9, 2017, the Company issued a press release announcing
the closing of its previously-announced underwritten public
offering of additional shares of Series C Preferred Stock. A
total of 3,000,000 shares of Series C Preferred Stock were issued
and sold in the Preferred Stock Offering . A copy of the press
release is furnished as Exhibit 99.1 to this report.

Exhibit 99.1 is being furnished to Item 7.01 and shall not be
deemed filed for any purpose, including 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. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act
regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

Monmouth Real Estate Investment Corporation (NYSE:MNR-B) Recent Trading Information

Monmouth Real Estate Investment Corporation (NYSE:MNR-B) closed its last trading session up +0.03 at 25.33 with 5,729 shares trading hands.