Innovative Industrial Properties, Inc. (NYSE:IIPR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2019, Innovative Industrial Properties, Inc. (the “Company”) and IIP Operating Partnership, LP, a Delaware limited partnership entered into separate equity distributions agreements with BTIG, LLC, Compass Point Research & Trading, LLC and Ladenburg Thalmann & Co. Inc. (each a “sales agent,” and collectively, the “sales agents”). In accordance with the terms of the equity distribution agreements, the Company may offer and sell from time to time through the sales agents, up to $250,000,000 of shares of its common stock, par value $0.001 per share (the “Shares”).
Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the New York Stock Exchange, on any other existing trading market for the Company’s common stock, in block trades or to or through a market maker or through an electronic communications network. The sales agents are not required, individually or collectively, to sell any specific number or dollar amount of Shares, but upon acceptance of a placement notice from the Company and subject to the terms and conditions of the applicable equity distribution agreement, each sales agent, if acting as agent, will use commercially reasonable efforts consistent with its normal trading and sales practices to sell Shares on the terms set forth in such placement notice.
Each sales agent will receive from the Company a commission that will not exceed, but may be lower than, 2% of the gross sales price of all Shares sold through it as sales agent under the applicable equity distribution agreement. The Company also may sell some or all of the Shares to a sales agent as principal for its own account at a price agreed upon at the time of sale.
Sales of the Shares, if any, will be made to the Company’s effective registration statement on Form S-3 (File No. 333-233311), the base prospectus filed as part of such registration statement and the prospectus supplement dated September 20, 2019.
The foregoing description of the equity distribution agreements is not complete and is qualified in its entirety by reference to the form of equity distribution agreement filed as Exhibit 1.1 to this Current Report on Form 8-K.
A copy of the opinion of Foley & Lardner LLP relating to the legality of the issuance and sale of the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1. A copy of the opinion of Foley & Lardner LLP with respect to certain tax matters is attached to this Current Report on Form 8-K as Exhibit 8.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Form of Equity Distribution Agreement, dated as of September 20, 2019, between Innovative Industrial Properties, Inc., IIP Operating Partnership, LP and each sales agent. |
| 5.1 | Opinion of Foley & Lardner LLP (including consent of such firm). |
| 8.1 | Opinion of Foley & Lardner LLP regarding certain tax matters (including consent of such firm). |
| 23.1 | Consent of Foley & Lardner LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Foley & Lardner LLP (included in Exhibit 8.1). |
INNOVATIVE INDUSTRIAL PROPERTIES INC Exhibit
EX-1.01 2 tv529761_ex1-1.htm EXHIBIT 1.1 EXHIBIT 1.1 INNOVATIVE INDUSTRIAL PROPERTIES,…
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About Innovative Industrial Properties, Inc. (NYSE:IIPR)
Innovative Industrial Properties, Inc. is focused on the acquisition, ownership and management of specialized industrial properties leased to state-licensed operators for their regulated medical-use cannabis facilities. The Company intends to acquire its properties through sale-leaseback transactions and third-party purchases. It is focused on leasing its properties on a triple-net lease basis, where the tenant is responsible for all aspects of and costs related to the property and its operation during the lease term, including maintenance, taxes and insurance. The Company intends to conduct business in an umbrella partnership real estate investment trust (UPREIT), structure through its operating partnership. The Company’s real estate investments will consist of primarily properties suitable for cultivation and production of medical-use cannabis.
