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
August 18, 2020
Date of Report (Date of earliest event reported)
PLYMOUTH INDUSTRIAL REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
| |
|
|
|
|
| maryland |
|
001-38106 |
|
27-5466153 |
|
(State or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| |
|
20 Custom Street, 11th Floor
Boston, MA 02110
(Address of Principal Executive Offices) (Zip Code)
(617) 340-3814
(Registrant’s 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):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Securities
registered pursuant to Section 12(b) of the Act: |
| |
| Title of
Each Class |
Trading
Symbol |
Name of
Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share |
PLYM |
NYSE |
| 7.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share |
PLYM-PrA |
NYSE American |
Item 1.01 Entry into a Material
Definitive Agreement.
Underwriting Agreement
On August 18, 2020, Plymouth
Industrial REIT, Inc. (the “Company”) and Plymouth Industrial OP, LP, the Company’s operating partnership
(the “Operating Partnership”), entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Barclays Capital Inc. and KeyBanc Capital Markets Inc., as representatives (the
“Representatives”) of the several underwriters named therein (the “Underwriters”), for the sale of
7,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public
offering price of $12.85 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters
a 30-day option to purchase up to an additional 1,125,000 shares of Common Stock at the public offering price of $12.85 per
share. The Company estimates that the net proceeds from the offering, after deducting underwriting discounts and commissions
and estimated offering expenses paid or payable by the Company, will be approximately $91.1 million (or approximately $104.8
million if the Underwriters’ option to purchase additional shares is exercised in full).
The offering was made pursuant to a
registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2018
(File No. 333-226438), which was declared effective by the SEC on August 10, 2018, and a prospectus
supplement, dated August 18, 2020, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
“Securities Act”).
The Company and the Operating Partnership made
certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the registration
statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the Underwriters may be required to make in respect of those liabilities.
The offering is expected to close on August 21, 2020 subject to certain customary closing conditions.
The foregoing summary is qualified in its entirety
by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
|
PLYMOUTH INDUSTRIAL REIT, INC. |
| |
|
|
|
|
| Date:
August 19, 2020 |
|
|
|
By: |
|
/s/ Jeffrey E.
Witherell |
| |
|
|
|
|
|
Jeffrey E. Witherell |
| |
|
|
|
|
|
Chief Executive Officer |
