SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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|ITEM 8.01.||OTHER EVENTS.|
On November 16, 2020, STAG Industrial, Inc. (the “Company”) and its operating partnership, STAG Industrial Operating Partnership, L.P. (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as representative of the several underwriters named therein (collectively, the “Underwriters”), Citigroup Global Markets Inc. (in such capacity, the “Forward Seller”) and Citibank, N.A. (in such capacity, the “Forward Purchaser”) relating to the offering of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), at a price to the underwriters of $30.02 per share, by the Forward Seller in connection with the forward sale agreement described below. The Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Seller. The closing of the offering occurred on November 19, 2020.
In connection with the offering, the Company and the Operating Partnership entered into a forward sale agreement (the “Forward Sale Agreement”) with the Forward Purchaser. In accordance with the terms of such Forward Sale Agreement, the Forward Purchaser (or its affiliate) borrowed from third parties and sold to the Underwriters the 8,000,000 shares of Common Stock that were sold in the offering. The Company expects to physically settle the Forward Sale Agreement and receive proceeds, subject to certain adjustments, from the sale of those shares of its Common Stock upon one or more such physical settlements within approximately one year from the date of the prospectus supplement. Although the Company expects to settle the Forward Sale Agreement entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreement, in which case, it may receive, or it may owe, cash or shares of Common Stock from or to the Forward Purchaser. The Forward Sale Agreement provides for an initial forward sale price of $30.02 per share, subject to certain adjustments pursuant to the terms of the Forward Sale Agreement. The Forward Sale Agreement is subject to early termination or settlement under certain circumstances.
Pursuant to the terms of the Underwriting Agreement, the Underwriters were granted a 30-day option to purchase an additional 1,200,000 shares of Common Stock. Upon the exercise of such option, the Company expects to enter into an additional forward sale agreement with the Forward Purchaser in respect of the number of shares that are subject to the exercise of such option.
The Common Stock offered 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 November 16, 2020.
The foregoing description is qualified in its entirety by reference to the Underwriting Agreement and the Forward Sale Agreement, copies of which are filed as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K and incorporated herein by reference.
|ITEM 9.01.||FINANCIAL STATEMENTS AND EXHIBITS.|
|1.1||Underwriting Agreement dated November 16, 2020 among STAG Industrial, Inc., STAG Industrial Operating Partnership, L.P., Citigroup Global Markets Inc. and Citibank N.A.|
|1.2||Confirmation of Issuer Share Forward Sale Transaction, dated November 16, 2020, by and among STAG Industrial, Inc., STAG Industrial Operating Partnership, L.P. and Citibank, N.A.|
|5.1||Opinion of DLA Piper LLP (US) regarding legality of the shares|
|8.1||Opinion of Hunton Andrews Kurth LLP regarding certain tax matters (incorporated herein by reference to Exhibit 8.1 to the registration statement on Form S-3 (File No. 333-229661) filed with the SEC on February 13, 2019)|
|23.1||Consent of DLA Piper LLP (US) (included in Exhibit 5.1)|
|23.2||Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1)|
|104||Cover Page Interactive Data File (embedded within the XBRL document)|
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: November 19, 2020