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): April 1, 2019
STAG INDUSTRIAL, INC.
(Exact name of registrant specified in its charter)
|
Maryland |
|
001-34907 |
|
27-3099608 |
|
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
|
of Incorporation) |
|
File Number) |
|
Identification No.) |
One Federal Street, 23rd Floor
Boston, Massachusetts 02110
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (617) 574-4777
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
ITEM 8.01. OTHER EVENTS.
On April 1, 2019, STAG Industrial, Inc. (the “Company”) and its operating partnership, STAG Industrial Operating Partnership, L.P., entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, relating to the issuance and sale of 7,475,000 shares (including 975,000 shares issued pursuant to the underwriters’ option to purchase additional shares) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to the underwriters of $28.72 per share. The offering closed on April 4, 2019.
The Common Stock issued and sold pursuant to the Underwriting Agreement has been registered on the Company’s registration statement on Form S-3 (File No. 333-229661), which became effective upon filing with the Securities and Exchange Commission on February 13, 2019, and a prospectus supplement dated April 1, 2019.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
|
Exhibit |
|
Description |
|
|
|
|
|
1.1 |
|
|
|
|
|
|
|
5.1 |
|
Opinion of DLA Piper LLP (US) regarding legality of the shares |
|
|
|
|
|
8.1 |
|
|
|
|
|
|
|
23.1 |
|
|
|
|
|
|
|
23.2 |
|
Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1) |
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.
|
|
STAG INDUSTRIAL, INC. | |
|
|
|
|
|
|
By: |
/s/ Jeffrey M. Sullivan |
|
|
|
Jeffrey M. Sullivan |
|
|
|
Executive Vice President, General Counsel and Secretary |
|
Dated: April 4, 2019 |
| |