First Industrial Realty Trust 8K - 01/05/06
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
January
5, 2006
Date
of
Report (Date of earliest event reported)
(Exact
name of registrant as specified in its charter)
Maryland
|
1-13102
|
36-3935116
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
311
S. Wacker Drive, Suite 4000
Chicago,
Illinois 60606
(Address
of principal executive offices, zip code)
(312)
344-4300
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
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))
|
Item
1.01. Entry into a Material Definitive Agreement.
On
January 5, 2006, First Industrial Realty Trust, Inc. (the “Company”) and First
Industrial, L.P. (the “Operating Partnership”) entered into an underwriting
agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc.,
Wachovia Capital Markets, LLC, Credit Suisse First Boston LLC and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as underwriters and as representatives
of several other underwriters listed therein (collectively, the “Underwriters”)
pursuant to which the Operating Partnership agreed to issue, and the
Underwriters agreed to purchase, $200,000,000 of the Operating Partnership’s 5
¾% Senior Notes due 2016 (the ”Notes”). The
offering of the Notes was consummated on January 10, 2006.
The
Notes
are governed under Supplemental Indenture No. 10 dated as of January 10, 2006
(the “Supplemental Indenture”) to the Operating Partnership’s Indenture dated as
of May 13, 1997, in each case, between the Operating Partnership and U.S.
Bank National Association, as trustee. The
Notes
bear interest at 5¾% per annum and, unless redeemed earlier, will mature on
January 15, 2016. Interest
on the
Notes
is payable semi-annually in arrears on January 15 and July 15 of each year,
commencing July 15, 2006.
The
Operating Partnership may redeem the Notes at any time, in whole or in part,
at
the redemption price described in the prospectus supplement and accompany
prospectus filed with the Securities and Exchange Commission on January 9,
2005.
Proceeds
from the sale of the Notes, together with the net proceeds from the Company’s
recent sale of its common shares and the proposed sale of its preferred shares,
have been and/or are expected to be used for the repayment of borrowings under
the Operating Partnership’s credit facilities (including
the repayment of the Operating Partnership’s $125 million credit facility as
described in Item 1.02 below), the acquisition and development of
additional properties, the redemption of shares of the Company’s Series I
Preferred Stock and/or for general corporate purposes.
The
underwriters or their affiliates have performed certain investment banking
and
advisory services for the Company and the Operating Partnership from time to
time for which they have received customary fees and expenses. Affiliates of
five of the underwriters in this offering, J.P. Morgan Securities Inc., Wachovia
Capital Markets, LLC, Commerzbank Capital Markets Corp., PNC Capital Markets
LLC
and Wells Fargo Securities, LLC, are lenders under the Operating Partnership’s
$500 million credit facility. Affiliates of J.P. Morgan Securities Inc. and
Wachovia Capital Markets, LLC were lenders under the Operating Partnership’s
$125 million credit facility, which was terminated on January 10, 2006 as
described in Item 1.02 below. An affiliate of Wachovia Capital Markets, LLC
was
the sole purchaser of the Company's Series I Preferred Stock in November 2005.
Proceeds of the Notes were used to repay borrowings under the Operating
Partnership’s $125 million credit facility and may be used to repay borrowings
under the Operating Partnership’s $500 million credit facility and/or to redeem
shares of the Company’s Series I Preferred Stock, and in each case affiliates of
certain of the underwriters as described above have or would receive proceeds
of
this offering. The underwriters or their affiliates may, from time to time,
engage in transactions with and perform services for the Company and the
Operating Partnership in the ordinary course of their businesses for which
they
would expect to receive customary fees and expenses.
Each
of
the descriptions of the Underwriting Agreement and the Supplemental Indenture
above is qualified in its entirety by reference to Exhibits 10.1 and 4.1,
respectively, which are incorporated herein by reference.
Item
1.02. Termination of a Material Definitive Agreement
On
January 10, 2006, the Operating Partnership repaid all outstanding advances
under and terminated its certain $125 million senior unsecured credit facility,
dated December 19, 2005, among the Operating Partnership, the Company, J.P.
Morgan Chase Bank, N.A. and Wachovia Bank, National Association. Outstanding
advances under the credit facility were due in full on March 15, 2006. The
credit facility provided for interest only payments at LIBOR plus 62.5 basis
points or at prime (as defined in the credit facility), at the Operating
Partnership’s election. The Company fully and unconditionally guaranteed payment
of borrowings under the credit facility.
Item
2.03. Creation of a Direct Financial Obligation or an
Obligation
under an Off-Balance Sheet Arrangement of Registrant
The
information set forth in Item 1.01 is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit
No.
|
Description
|
4.1
|
Supplemental
Indenture No. 10 dated as of January 10, 2006 between the Operating
Partnership and U.S. Bank National Association, as trustee
|
10.1.
|
Underwriting
Agreement dated January 5, 2005 among the Operating Partnership,
the
Company. J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC,
Credit Suisse First Boston LLC and Merrill Lynch, Pierce, Fenner
&
Smith Incorporated, as underwriters and as representatives of several
other underwriters listed therein
|
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.
FIRST
INDUSTRIAL REALTY TRUST, INC.
By:
/s/
Scott A. Musil_________________
Name:
Scott A. Musil
Title:
Sr. Vice President, Controller, Treasurer and Asst. Secretary
Date: January
10, 2006