United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On October 5, 2021, INDUS Realty Trust, Inc. (the “Company”) and INDUS RT, LP entered into an Underwriting Agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc. (“Citi”), as representatives of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 2,150,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), plus up to an additional 322,500 shares of Common Stock if the Underwriters exercise their option to purchase additional shares of Common Stock in full. The public offering price for the shares was $66.00 per share (the “Underwriting Agreement”).
The Underwriting Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions under which the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Pursuant to the Underwriting Agreement, the Company has agreed not to offer, sell or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for 60 days after October 5, 2021 without first obtaining the written consent of Morgan Stanley and Citi on behalf of the Underwriters.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed herewith and is incorporated by reference herein.
The transaction closed on October 8, 2021. Total net proceeds of the offering (after deducting the underwriting discount and before deducting other estimated expenses) were approximately $134.8 million. The Company intends to use the net proceeds from the offering to finance its acquisition and development pipeline and for other corporate purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Underwriting Agreement, dated as of October 5, 2021, by and among the Company, INDUS RT, LP and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein.. |
| 5.1 | Opinion of Venable LLP. |
| 23.1 | Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
| 104.1 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURE
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.
| Date: October 8, 2021 | INDUS REALTY TRUST, INC. | |
| By: | /s/ Anthony J. Galici | |
| Anthony J. Galici | ||
| Executive Vice President and Chief Financial Officer | ||