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 June 29, 2017, Monmouth Real Estate Investment Corporation
(the Company) entered into an At Market Sales Agreement (the
Sales Agreement) with FBR Capital Markets Co. (the Distribution
Agent) under which the Company may offer and sell 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, having an aggregate
sales price of up to $100,000,000 from time to time through the
Distribution Agent, as agent or principal. Sales of the shares of
Series C Preferred Stock under the Sales Agreement, if any, will
be in at the market offerings as defined in Rule 415 under the
Securities Act of 1933, as amended (the Securities Act),
including, without limitation, sales made directly on or through
the New York Stock Exchange (the NYSE) or on any other existing
trading market for the Series C Preferred Stock or to or through
a market maker or any other method permitted by law, including,
without limitation, negotiated transactions and block trades. The
Distribution Agent is not required to sell any specific number or
dollar amount of securities, but will use its commercially
reasonable efforts consistent with its normal trading and sales
practices, on mutually agreed terms between the Distribution
Agent and us.

The Sales Agreement contains customary representations and
warranties of the Company and indemnification and contribution
provisions under which the Company has agreed to indemnify the
Distribution Agent against certain specified liabilities. The
Company will pay the Distribution Agent a commission rate of up
to 2.0% of the gross sales proceeds from the sale of shares of
Series C Preferred Stock sold under the Sales Agreement.

The offering of Series C Preferred Stock to the Sales Agreement
will terminate upon the earlier of (i) the sale of all shares of
Series C Preferred Stock subject to the Sales Agreement or (ii)
the termination of the Sales Agreement by the Company or the
Distribution Agent in accordance with the terms of the Sales
Agreement.

The Series C Preferred Stock offered to the Sales Agreement is
registered with the Securities and Exchange Commission to the
Companys registration statement on Form S-3 (File No.
333-206187), as same may be amended from time to time, under the
Securities Act, and will be sold and issued to a prospectus
supplement, dated June 29, 2017, to the prospectus dated August
20, 2015. The Series C Preferred Stock is listed for trading on
the NYSE under the symbol MNRprC.

The foregoing summary of the terms of the Sales 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 Sales Agreement is attached
hereto as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated by reference herein. In connection with the filing
of the Sales Agreement, the Company is filing as Exhibit 5.1 to
this Current Report on Form 8-K the opinion of its counsel
Venable LLP.

Item 3.03. Material Modification to Rights of Security
Holders.

In connection with the issuance and sale of the Series C
Preferred Stock to the Sales Agreement, on June 29, 2017, the
Company filed with the State Department of Assessments and
Taxation of Maryland Articles Supplementary (the Series C
Articles Supplementary) to the charter of the Company,
classifying and designating 3,550,000 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 12,400,000 shares of Series C Preferred
Stock.

The foregoing summary of the Series C Articles Supplementary is
qualified in its entirety by reference to the Series C Articles
Supplementary filed as Exhibit 3.1 to this Current Report on Form
8-K and is 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 9.01 Financial Statements and Exhibits.

MONMOUTH REAL ESTATE INVESTMENT CORP Exhibit
EX-1.1 2 ex1-1.htm   EXECUTION VERSION   MONMOUTH REAL ESTATE INVESTMENT CORPORATION   6.125% Series C Cumulative Redeemable Preferred Stock   (par value $0.01 per share)   At Market Issuance Sales Agreement   June 29,…
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