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
May 10, 2010 (May 10, 2010)
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of
incorporation or organization)
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1-13102
(Commission File Number)
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36-3935116
(I.R.S. Employer
Identification No.) |
311 S. Wacker Drive, Suite 3900
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrant’s telephone number, including area code)
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):
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))
Item 7.01. Regulation FD Disclosure.
On May 10, 2010, First Industrial Realty Trust, Inc. (the “Company”) issued a press release
providing an update on its joint ventures.
Attached and incorporated by reference as Exhibit 99.1 is a copy of the Company’s press
release dated May 10, 2010, with respect to the foregoing information.
The information furnished in this report under this Item 7.01, including the Exhibit attached
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference to such filing.
Item 8.01. Other Events.
The Company and its joint venture partner for its joint ventures referred to as 2005
Development and Repositioning JV, 2005 Core JV, 2006 Land and Development JV, and 2007 Canada JV
are in active negotiations regarding the conclusion of each of these joint ventures by July 30,
2010.
If the negotiations result in a definitive agreement, the Company anticipates that it would
transfer its interests in these ventures to the partner for a lump sum cash payment, as well as its
pro rata share of distributable cash, capital proceeds, and earned fees, promotes and other
entitlements, and, thereafter, no longer serve as asset manager for these ventures.
In addition, the Company anticipates it would be eligible for future financial consideration
following the conclusion of the joint ventures related to certain asset sales, lease agreements,
and built-to-suit agreements currently in process.
Also part of the negotiations is the potential acquisition by the Company of its partner’s 90%
interest in a 285,000 square-foot distribution facility in the Minneapolis market from the 2005
Development and Repositioning venture.
Conclusion of these joint ventures as described in the foregoing paragraphs requires the
definitive agreement of the joint venture partner, which may not be obtained.
This report contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The Company
intends such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and
is including this statement for purposes of complying with those safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe future plans,
strategies and expectations of the Company, are generally identifiable by use of the words
“believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “seek,” “target,” “potential,”
“focus,” “may,” “should” or similar expressions. The
Company’s ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a materially adverse effect on the Company’s
operations and future prospects include, but are not limited to: changes in national,
international, regional and local economic conditions generally and real estate markets
specifically; changes in legislation/regulation (including changes to laws governing the taxation
of real estate investment trusts) and actions of regulatory authorities (including the Internal
Revenue Service); the Company’s ability to qualify and maintain its status as a real estate
investment trust; the availability and attractiveness of financing (including both public and
private capital) to the Company and to its potential counterparties; the availability and
attractiveness of terms of additional debt repurchases; interest rates; the Company’s credit agency
ratings; the Company’s ability to comply with applicable financial covenants; competition; changes
in supply and demand for industrial properties (including land, the supply and demand for which is
inherently more volatile than other types of industrial property) in the Company’s current and
proposed market areas; difficulties in consummating acquisitions and dispositions; risks related to
the Company’s investments in properties through joint ventures; environmental liabilities;
slippages in development or lease-up schedules; tenant creditworthiness; higher-than-expected
costs; changes in asset valuations and related impairment charges; changes in general accounting
principles, policies and guidelines applicable to real estate investment trusts; international
business risks and those additional factors described under the heading “Risk Factors” and in the
Company’s annual report on Form 10-K for the year ended December 31, 2009.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
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Description |
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99.1 |
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First Industrial Realty Trust, Inc. Press Release dated
May 10, 2010 (furnished pursuant to Item 7.01). |