UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 21, 2014
Monmouth Real Estate Investment Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 001-33177 | 22-1897375 |
| (State or other jurisdiction | (Commission File | (I.R.S. Employer |
| of incorporation) | Number) | Identification No.) |
| Juniper Business Plaza, Suite 3-C | |
| 3499 Route 9 North | |
| Freehold, New Jersey | 07728 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (732) 577-9996
| 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))
Item 7.01 Regulation FD Disclosure.
On May 21, 2014, Monmouth Real Estate Investment Corporation (the “Company”) issued a press release announcing the pricing of the offering of common stock of the Company.
The information in this report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically incorporated by reference into any such filing. This report will not be deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. | |
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 21, 2014. | |
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.
| Monmouth Real Estate Investment Corporation | ||
| Dated: May 21, 2014 | By: | /s/ Kevin S. Miller |
| Kevin S. Miller | ||
| Chief Financial and Accounting Officer | ||
EXHIBIT INDEX
| (d) | Exhibits. | |
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 21, 2014. | |
| FOR IMMEDIATE RELEASE | May 21, 2014 | |
| Contact: | Susan M. Jordan | |
| 732-577-9996 | ||
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
ANNOUNCES PRICING OF COMMON STOCK OFFERING
FREEHOLD, N.J., May 21, 2014…….Monmouth Real Estate Investment Corporation (NYSE:MNR) (the “Company”), a real estate investment trust (REIT) specializing in net-leased industrial properties, today announced that it has priced a public offering of 7,000,000 shares of its common stock (the “Common Stock”) at a public offering price of $8.50 per share, before underwriting discounts. The offering is subject to customary closing conditions and is expected to close on or about May 28, 2014.
In connection with the offering, the Company has granted the underwriters an option for 30 days to purchase up to 1,050,000 additional shares of Common Stock at the public offering price, less the underwriting discount. The Company estimates that the net proceeds from this offering, after deducting underwriting discounts (before other transaction costs), will be approximately $56.8 million, or $65.3 million if the underwriters exercise in full their option to purchase additional shares.
The Company intends to use the net proceeds from this offering to repay borrowings outstanding under its unsecured revolving credit facility, to purchase properties and fund expansions of existing properties in the ordinary course of its business and for general corporate purposes.
BMO Capital Markets Corp. and J.P. Morgan are the joint book-running managers for the offering. Wunderlich Securities, D.A. Davidson & Co. and CSCA are co-managers for the offering.
The offering will be made pursuant to the Company’s currently effective shelf registration statement filed with the Securities and Exchange Commission.
The offering of these securities will be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained, when available, by contacting BMO Capital Markets Corp. at 3 Times Square, New York, NY 10036, Attention: Equity Syndicate Department, emailing bmoprospectus@bmo.com, or calling 1-800-414-3627; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or calling 1-866-803-9204.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
ABOUT MONMOUTH REAL ESTATE INVESTMENT CORPORATION
Monmouth Real Estate Investment Corporation, founded in 1968 and one of the oldest public equity REITs in the U.S., specializes in net-leased industrial properties subject to long-term leases primarily to investment grade tenants. The Company is a fully integrated and self-managed real estate company, whose property portfolio consists of eighty-one properties located in twenty-seven states, containing a total of approximately 10.7 million rentable square feet. In addition, the Company owns a portfolio of REIT securities.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements that are not historical facts, including with regard to the Company’s securities offering or the anticipated use of proceeds. You can identify forward-looking statements by their use of forward-looking words, such as “may,” “will,” “anticipate,” “expect,” “believe,” “intend,” “plan,” “should,” “seek” or comparable terms, or the negative use of those words, but the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Company. Some of these factors are described under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and its other periodic reports filed with the Securities and Exchange Commission, which are accessible on the Securities and Exchange Commission’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in the filings. These and other risks, uncertainties and factors could cause the Company’s actual results to differ materially from those included in any forward-looking statements it makes. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for the Company to predict those events or how they may affect it. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur.