SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|ITEM 8.01.|| |
On February 10, 2021, Terreno Realty Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3, which became immediately effective upon filing and which replaced the Company’s previous shelf registration statement on Form S-3 (File No. 333-222960) filed with the SEC on February 9, 2018.
In connection with the filing of the new shelf registration statement, the Company also filed with the SEC a new prospectus supplement (the “Prospectus Supplement”), dated February 10, 2021, with respect to the Company’s existing “at the market” equity offering program (the “ATM Program”), pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $300,000,000, from time to time through each of KeyBanc Capital Markets Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Goldman Sachs & Co. LLC, Jefferies LLC, JMP Securities LLC, MUFG Securities Americas Inc., Piper Sandler & Co. (formerly Sandler O’Neill & Partners, L.P.), Regions Securities LLC and Stifel, Nicolaus & Company, Incorporated, as sales agents (collectively, the “Sales Agents”), pursuant to separate Equity Distribution Agreements, dated May 17, 2019, between the Company and each of the Sales Agents. The Company has sold shares of common stock having an aggregate offering price of $215,909,906 under the ATM Program. Accordingly, as of the date of the Prospectus Supplement, shares of common stock having an aggregate offering price of up to $84,090,094 remain available for offer and sale under the ATM Program.
In connection with the filing of the Prospectus Supplement, the Company is filing as Exhibit 5.1 hereto the opinion of its counsel, Goodwin Procter LLP.
|ITEM 9.01.|| |
FINANCIAL STATEMENTS AND EXHIBITS
|1.1||Form of Distribution Agreement (previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K on May 17, 2019 and incorporated herein by reference).|
|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).|
|101.SCH*||Inline XBRL Taxonomy Extension Schema Document|
|101.CAL*||Inline XBRL Taxonomy Extension Calculation Linkbase Document|
|101.LAB*||Inline XBRL Taxonomy Extension Label Linkbase Document|
|101.PRE*||Inline XBRL Taxonomy Extension Presentation Linkbase Document|
|101.DEF*||Inline XBRL Taxonomy Extension Definition Linkbase Document|
|104*||Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)|
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: February 10, 2021||By:|
|Jaime J. Cannon|
|Executive Vice President and Chief Financial Officer|