FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 12, 2012

 

 

Terreno Realty Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34603   27-1262675

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

101 Montgomery Street, Suite 200

San Francisco, CA 94104

(Address of principal executive offices) (Zip Code)

(415) 655-4580

(Registrant’s telephone number, including area code)

 

 

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 8.01. OTHER EVENTS.

On July 12, 2012, Terreno Realty Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named on Schedule I thereto (the “Underwriters”), relating to the issuance and sale of 1,600,000 shares (the “Firm Shares”) of the Company’s 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The Company has granted the Underwriters a 30-day option to purchase up to an additional 240,000 shares of Series A Preferred Stock (together with the Firm Shares, the “Shares”). The public offering price of the Shares is $25.00 per share. The closing of the offering, which is subject to closing conditions, is expected to occur on July 19, 2012. The Company estimates that the net proceeds from the offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, will be approximately $38.5 million (or approximately $44.3 million if the underwriters’ option to purchase additional shares is exercised in full).

The offer and sale of the Shares have been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-3 (File No. 333-173850) (the “Registration Statement”) under the Securities Act of 1933, as amended, which was declared effective on May 13, 2011.

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.

Additionally, in connection with the filing of the Underwriting Agreement as Exhibit 1.1 to this Current Report on Form 8-K, the Company is filing the opinion and consent of its counsel, Goodwin Procter LLP, regarding the validity of the securities being registered as Exhibits 5.1 and 23.1 hereto, respectively, which are incorporated by reference into the Registration Statement.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit Number

   

Description

1.1*    Underwriting Agreement, dated July 12, 2012, by and between Terreno Realty Corporation and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named in Schedule I thereto.
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).

 

* 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
Date: July 16, 2012     By:   /s/ Michael A. Coke
      Michael A. Coke
      President and Chief Financial Officer

EXHIBIT INDEX

 

Exhibit Number

   

Description

1.1*    Underwriting Agreement, dated July 12, 2012, by and between Terreno Realty Corporation and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named in Schedule I thereto.
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).

 

* Filed herewith