firt8k_050707.htm
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
May
7, 2007
Date
of
Report (Date of earliest event reported)
FIRST
INDUSTRIAL REALTY TRUST, INC.
(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):
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
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))
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Item
1.01. Entry into a Material Definitive
Agreement.
On
May 1,
2007, 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 Securities (USA) 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, $150,000,000 of the Operating Partnership’s
5.95% Senior Notes due 2017 (the ”Notes”). The offering of the Notes
was consummated on May 7, 2007.
The
Notes
are governed under Supplemental Indenture No. 11 dated as of May 7, 2007 (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 5.95% per annum
and, unless redeemed earlier, will mature on May 15, 2017. Interest
on the Notes is payable semi-annually in arrears on May 15 and November 15
of
each year, commencing November 15, 2007. 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 accompanying prospectus filed with
the Securities and Exchange Commission on May 2, 2007.
Proceeds
from the sale of the Notes are expected to be used for the repayment of
borrowings under the Operating Partnership’s $500 million revolving credit
facility, the acquisition and development of additional properties and/or for
general corporate purposes. The Operating Partnership expects to
incur additional borrowings under its revolving credit facility, including
to
repay $150.0 million of its 7.60% Senior Notes due 2007 maturing on May 15,
2007.
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, BNY Capital Markets,
Inc., Commerzbank Capital Markets Corp., Morgan Keegan & Company, Inc.,
PNC Capital Markets LLC and Wells Fargo Securities, LLC, are lenders under
the
Operating Partnership’s $500 million credit facility. Proceeds of the
Notes offering may be used to repay borrowings under the Operating Partnership’s
$500 million credit facility, in which case affiliates of certain underwriters
as described above 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
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.
(d) Exhibits. The
following exhibits are filed herewith:
Exhibit
No.
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Description
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4.1
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Supplemental
Indenture No. 11 dated as of May 7, 2007 between the Operating Partnership
and U.S. Bank National Association, as trustee
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|
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10.1.
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Underwriting
Agreement dated May 1, 2007 among the Operating Partnership, the
Company.
J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Credit
Suisse
Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as underwriters and as representatives of several other
underwriters listed therein (incorporated by reference to Exhibit
1.1 of
Quarterly Report on Form 10-Q of the Company dated May 4, 2007, File
No.
1-13102)
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SIGNATURES
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.
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By: /s/
Scott A. Musil
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Name: Scott
A. Musil
Title: Chief
Accounting Officer
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Date: May
7, 2007