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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): September 29, 2010
Terreno Realty Corporation
(Exact name of registrant as specified in its charter)
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Maryland
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001-34603
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27-1262675 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
16 Maiden Lane, Fifth Floor
San Francisco, CA 94108
(Address of principal executive offices) (Zip Code)
(415) 655-4580
(Registrants 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):
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))
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 29, 2010, a wholly-owned subsidiary of Terreno Realty Corporation (collectively
referred to as the Company), completed the acquisition of an industrial property located in
Northern New Jersey consisting of one building, aggregating approximately 413,000 square feet (the
Property), from a third-party seller, 130 Interstate Blvd., LLC (the Seller), for a purchase
price of approximately $22.5 million. The Company utilized cash on hand to fund the acquisition.
There are no material relationships between the Seller and the Company or any of its affiliates, or
any director or officer of the Company, or any associate of any such director or officer, other
than in respect of the acquisition of the Property.
Item 7.01 Regulation FD Disclosure.
On September 30, the Company issued a press release announcing the completion of the Companys
acquisition of the Property. The press release is furnished with this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed
filed for any purpose, including for purposes of Section 18 of the Securities Exchange Act of
1934 (the Exchange Act) or otherwise subject to the liabilities of that Section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
To the extent required by this item, financial statements for the Property will be filed as an
amendment on Form 8-K/A to this report as soon as practicable but no later than 71 calendar days
after the latest date on which this initial Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
To the extent required by this item, pro forma financial information for the Property will be filed
as an amendment on Form 8-K/A to this report as soon as practicable but no later than 71 calendar
days after the latest date on which this initial Form 8-K is required to be filed.
(d) Exhibits.
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Exhibit |
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Number |
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Title |
2.1*
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Agreement of Purchase and Sale, dated as of September 23, 2010, between 130
Interstate Blvd., LLC and Terreno Realty LLC |
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99.1*
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Press Release, dated September 30, 2010 |
Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the
federal securities laws. We caution investors that forward-looking statements are based on
managements beliefs and on assumptions made by, and information currently available to,
management. When used, the words anticipate, believe, estimate, expect, intend, may,
might, plan, project, result, should, will, and similar expressions which do not relate
solely to historical matters are intended to identify forward-looking statements. These statements
are subject to risks, uncertainties, and assumptions and are not guarantees of future performance,
which may be affected by known and unknown risks, trends, uncertainties, and factors that are
beyond our control, including those risk factors contained in our Annual Report on Form 10-K for
the year ended December 31, 2009 and our other public filings. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those anticipated, estimated, or projected. We expressly disclaim any
responsibility to update our forward-looking statements, whether as a result of new information,
future events, or otherwise.
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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.
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Terreno Realty Corporation
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Date: October 1, 2010 |
By: |
/s/ Michael A. Coke
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Michael A. Coke |
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President and Chief Financial Officer |
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Exhibit Index
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Exhibit |
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Number |
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Title |
2.1*
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Agreement of Purchase and Sale, dated as of September 23, 2010,
between 130 Interstate Blvd., LLC and Terreno Realty LLC. |
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99.1*
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Press Release, dated September 30, 2010 |