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): September 6, 2016
Monmouth Real Estate Investment Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 001-33177 | 22-1897375 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| Juniper Business Plaza, Suite 3-D | ||
| 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 September 6, 2016, Monmouth Real Estate Investment Corporation (the “Company”) issued a press release announcing the pricing of the offering of its 6.125% Series C Cumulative Redeemable Preferred Stock of the Company.
A copy of the press release is furnished (and not filed) as Exhibit 99.1 to this report 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 September 6, 2016. |
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: September 6, 2016 | 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 September 6, 2016. |
| FOR IMMEDIATE RELEASE | September 6, 2016 | |
| Contact: | Susan M. Jordan | |
| 732-577-9996 | ||
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
ANNOUNCES PRICING OF Preferred Stock OFFERING
FREEHOLD, N.J., September 6, 2016…….Monmouth Real Estate Investment Corporation (NYSE:MNR) (the “Company”), a real estate investment trust (REIT) specializing in single-tenant, net-leased industrial properties, today announced that it has priced a public offering of 5,400,000 shares of its 6.125% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”), liquidation preference of $25.00 per share, for estimated gross proceeds of approximately $135,000,000 before deducting the underwriting discount and estimated offering expenses. The Company intends to apply to list the Series C Preferred Stock on the New York Stock Exchange under the symbol “MNRprC.” The offering is subject to customary closing conditions and is expected to close on or about September 13, 2016.
The Company estimates that the net proceeds from this offering, after deducting underwriting discounts (before other transaction costs), will be approximately $130.7 million.
The Company intends to use the net proceeds from this offering to redeem all of the outstanding shares of its 7.625% Series A Cumulative Redeemable Preferred Stock. The remaining proceeds will be used 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.
RBC Capital Markets, LLC, BMO Capital Markets Corp. and J.P. Morgan Securities LLC are the joint book-running managers for the offering. Wunderlich Securities, Inc., Janney Montgomery Scott LLC and D.A. Davidson & Co. 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.
Copies of the preliminary prospectus supplement and accompanying base prospectus for this offering may be obtained by contacting: RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Transaction Management, email: rbcnyfixedincomeprospectus@rbccm.com, telephone: 1-866-375-6829; BMO Capital Markets Corp., 3 Times Square, 25th Floor, New York, New York 10036, Attention: Equity Syndicate Department, email: bmoprospectus@bmo.com, telephone: 1-800-414-3627; or J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk, telephone: 1-212-834-4533.
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, is one of the oldest public equity REITs in the U.S. The Company specializes in single-tenant, net-leased industrial properties, subject to long-term leases, primarily to investment grade tenants. Monmouth Real Estate Investment Corporation is a fully-integrated and self-managed real estate company, whose property portfolio consists of ninety-nine properties located in thirty states, containing a total of approximately sixteen 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,” “might,” “anticipate,” “estimate,” “project,” “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, 2015 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.