Terreno Realty Corporation (NYSE:TRNO) Files An 8-K Other Events
In connection with the commencement of an at the market equity
offering program (the ATM Program), Terreno Realty Corporation
(the Company) filed with the Securities and Exchange Commission
(SEC) a prospectus supplement dated December16, 2016 (the
Prospectus Supplement), to which the Company may issue and sell
shares of its common stock having an aggregate offering price of
up to $150,000,000 (the Shares), in amounts and at times to be
determined by the Company from time to time. The Company has no
obligation to sell any of the Shares. Actual sales will depend on
a variety of factors to be determined by the Company from time to
time, including, among others, market conditions, the trading
price of the Companys common stock, determinations by the Company
of the appropriate sources of funding for the Company and
potential uses of funding available to the Company. The Company
intends to use the net proceeds from the offering of the Shares,
if any, for general corporate purposes, which may include future
acquisitions and repayment of indebtedness, including borrowings
under the Companys credit facility.
In connection with the offering, the Company entered into
separate equity distribution agreements (collectively, the
Distribution Agreements), each dated December16, 2016, with each
of KeyBanc Capital Markets Inc., Robert W. Baird Co.
Incorporated, BTIG, LLC, Goldman, Sachs Co., Jefferies LLC, JMP
Securities LLC, MUFG Securities Americas Inc. (formerly known as
Mitsubishi UFJ Securities (USA), Inc.) and Stifel, Nicolaus
Company, Incorporated, as sales agents (collectively, the Sales
Agents). to the Distribution Agreements, the Company may issue
and sell the Shares from time to time through the Sales Agents,
as the Companys agents for the offer and sale of the Shares, or
to them for resale. Sales of Shares, if any, may be made in
negotiated transactions, which may include block trades, or
transactions that are deemed to be at the market offerings as
defined in Rule 415 of the Securities Act of 1933, as amended,
including sales made directly on the New York Stock Exchange or
sales made to or through a market maker other than on an
exchange. The Company will pay each of the Sales Agents a
commission, which in each case, will not be more than 2.0% of the
gross sales price of Shares sold through it as the Companys agent
under the applicable Distribution Agreement.
The offering of the Shares to any Distribution Agreement will
terminate upon the earlier of (1)the issuance and sale of all of
the Shares subject to the Distribution Agreements and (2)the
termination of the Distribution Agreement by either the Company
or the respective Sales Agent at any time in the respective
partys sole discretion.
The Shares will be issued to the Prospectus Supplement and the
Companys registration statement on Form S-3 (File No.333-203030)
filed with the SEC on March26, 2015.
The Company sold substantially all of the shares under its prior
at the market equity offering program, and this ATM Program
replaces the prior program.
The foregoing description of the Distribution Agreements is
qualified in its entirety by reference to the form of
Distribution Agreement filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated herein by reference.
|ITEM9.01.||FINANCIAL STATEMENTS AND EXHIBITS|
|1.1*||Form of Distribution Agreement|
Opinion of Goodwin Procter LLP with respect to the validity
of the shares.
Consent of Goodwin Procter LLP (contained in its opinion
filed as Exhibit 5.1 and incorporated herein by reference).
About Terreno Realty Corporation (NYSE:TRNO)
Terreno Realty Corporation (Terreno) is a real estate investment trust. The Company acquires, owns and operates industrial real estate located in approximately six coastal United States markets, such as Los Angeles Area; Northern New Jersey/New York City; San Francisco Bay Area; Seattle Area; Miami Area, and Washington, D.C./Baltimore. The Company invests in various types of industrial real estate, including warehouse/distribution; flex, which include light industrial and research and development (R&D), and trans-shipment. The Company invests approximately 92.2% of its total portfolio square footage in warehouse or distribution; approximately 6.3% of its total portfolio square footage in flex, and approximately 1.5% of its total portfolio square footage in trans-shipment. Terreno owns approximately 150 buildings aggregating approximately 11.1 million square feet and over two improved land parcels consisting of approximately 3.5 acres. Terreno Realty Corporation (NYSE:TRNO) Recent Trading Information
Terreno Realty Corporation (NYSE:TRNO) closed its last trading session up +0.18 at 28.70 with 164,270 shares trading hands.