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
October 25, 2010 (October 22, 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
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
On October 22, 2010, First Industrial Realty Trust, Inc. (the Company), First Industrial,
L.P. (the Operating Partnership), JP Morgan Chase Bank, N.A. (Chase) and certain other lenders
entered into an amendment and restatement (the New Credit Facility) of that certain Fifth Amended
and Restated Unsecured Revolving Credit Agreement dated as of September 28, 2007 among the
Operating Partnership, the Company, Chase and the other lenders thereunder (as previously amended,
the Old Credit Facility). The New Credit Facility matures on September 28, 2012 and provides for
a $200 million term borrowing and an aggregate $200 million of revolving borrowings by the
Operating Partnership. For the term borrowing, the New Credit Facility requires interest-only
payments through March 29, 2012 at LIBOR plus 325 basis points or at a base rate plus 225 basis
points, at the Operating Partnerships election. From
March 30, 2012 until maturity, the New
Credit Facility requires, in addition to interest payments at those rates, quarterly principal
payments of $10,000,000. For the revolving borrowings, the New Credit Facility provides for
interest-only payments at LIBOR plus 275 or at a base rate plus 175 basis points, at the Operating
Partnerships election. The Company has fully and unconditionally guaranteed payment of borrowings
under the New Credit Facility. The Operating Partnership intends to use the New Credit Facility
for general business purposes, including, without limitation, working capital needs and repayment
of indebtedness. Each of the Company and the Operating Partnership has had or may have with one or
more of the lenders party to the New Credit Facility customary banking relationships through which
a variety of financial services are, were or will be provided, including investment banking,
underwriting, lending, commercial banking, treasury management, trustee and other advisory
services, and for which such lenders will receive or have received customary fees and expenses.
The description herein of the New Credit Facility is qualified in its entirety, and the terms
therein are incorporated herein, by reference to the New Credit Facility filed as Exhibit 10.1
hereto.
The
Old Credit Facility commitment was for $500 million in revolving borrowings, which could be
increased, subject to certain conditions, to $700 million. The Old Credit Facility provided for
interest only payments at LIBOR plus 100 basis points or at Chases prime rate, at the Operating
Partnerships election.
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Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated herein by reference.
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Item 7.01. |
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Regulation FD Disclosure. |
On October 25, 2010, the Company issued a press release with respect to the New Credit
Facility. A copy of the press release is attached and incorporated by reference as Exhibit 99.1.
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.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) |
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Exhibits. The following exhibits are filed herewith: |
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Exhibit No. |
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Description |
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10.1. |
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Sixth Amended and Restated Unsecured Revolving Credit and Term
Loan Agreement dated as of October 22, 2010 among the
Operating Partnership, the Company, JP Morgan Chase Bank, N.A.
and the other lenders thereunder. |
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99.1 |
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First Industrial Realty Trust, Inc. Press Release dated
October 25, 2010 (furnished pursuant to Item 7.01). |
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