UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 (seeGeneral Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 8.01. | OTHER EVENTS |
On February 9, 2024, Terreno Realty Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3, which became automatically effective upon filing and which replaced the Company’s previous shelf registration statement on Form S-3 (File No. 333-252953) filed with the SEC on February 10, 2021.
In connection with the filing of the new shelf registration statement, the Company also filed with the SEC a new prospectus supplement (the “Prospectus Supplement”), dated February 9, 2024, with respect to the Company’s existing “at the market” equity offering program (the “ATM Program”), pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500,000,000, from time to time through each of KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, Citizens JMP Securities, LLC, Piper Sandler & Co., Regions Securities LLC, Scotia Capital (USA) Inc. and Stifel, Nicolaus & Company, Incorporated, as sales agents (collectively, the “Sales Agents”), pursuant to separate Equity Distribution Agreements, dated September 6, 2023, between the Company and each of the Sales Agents.
The Company has sold shares of its common stock having an aggregate offering price of $194,185,066 under the ATM Program. Accordingly, as of the date of the Prospectus Supplement, shares of common stock having an aggregate offering price of up to $305,814,934 remain available for offer and sale under the ATM Program.
The form of Equity Distribution Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
In connection with the filing of the Prospectus Supplement, the Company is filing as Exhibit 5.1 hereto the opinion of its counsel, Goodwin Procter LLP, which opinion is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Form of Distribution Agreement (previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K on September 6, 2023 and incorporated herein by reference). | |
| 5.1* | Opinion of Goodwin Procter LLP with respect to the validity of the shares. | |
| 23.1* | Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference). | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | |
| * | Filed herewith |
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.
| TERRENO REALTY CORPORATION | ||||||
| By: | /s/ Jaime J. Cannon | |||||
| Date: February 9, 2024 | Jaime J. Cannon | |||||
| Executive Vice President and Chief Financial Officer | ||||||
3
Exhibit 5.1
[Goodwin Procter LLP Letterhead]
February 9, 2024
Terreno Realty Corporation
10500 NE 8th Street, Suite 1910
Bellevue, Washington 98004
| Re: | Securities Registered under Registration Statement on Form S-3 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-276959) (as amended or supplemented, the “Registration Statement”) filed on February 9, 2024 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Terreno Realty Corporation, a Maryland corporation (the “Company”), of any combination of securities of the types specified therein. The Registration Statement became effective automatically upon filing with the Commission on February 9, 2024. Reference is made to our opinion letter dated February 9, 2024 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on February 9, 2024 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to $305,814,934 in shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), covered by the Registration Statement. The Shares are being offered and sold pursuant to Equity Distribution Agreements, dated as of September 6, 2023 (the “Distribution Agreements”), by and between the Company and each of KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, Citizens JMP Securities, LLC, Piper Sandler & Co., Regions Securities LLC, Scotia Capital (USA) Inc. and Stifel, Nicolaus & Company, Incorporated, as sales agents.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or greater than the minimum price authorized by the Company’s board of directors prior to the date hereof (the “Minimum Price”) and that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares that may be issued for the Minimum Price.
The opinion set forth below is limited to the Maryland General Corporation Law.
Terreno Realty Corporation
February 9, 2024
Page 2
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the Distribution Agreements and in exchange for a price per share equal to or greater than the Minimum Price, will be validly issued, fully paid and nonassessable.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this supplemental opinion letter as an exhibit to the Current Report and its incorporation by reference and the reference to our firm in that report. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, |
| /s/ GOODWIN PROCTER LLP |
| GOODWIN PROCTER LLP |
Document and Entity Information |
Feb. 09, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Terreno Realty Corp |
| Amendment Flag | false |
| Entity Central Index Key | 0001476150 |
| Document Type | 8-K |
| Document Period End Date | Feb. 09, 2024 |
| Entity Incorporation State Country Code | MD |
| Entity File Number | 001-34603 |
| Entity Tax Identification Number | 27-1262675 |
| Entity Address, Address Line One | 10500 NE 8th Street |
| Entity Address, Address Line Two | Suite 1910 |
| Entity Address, City or Town | Bellevue |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98004 |
| City Area Code | (415) |
| Local Phone Number | 655-4580 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value per share |
| Trading Symbol | TRNO |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |