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
Date of Report (Date of earliest event reported) December 21, 2020
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | | 001-33177 | | 22-1897375 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 101 Crawfords Corner Road, Suite 1405, Holmdel, NJ | | 07733 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (732) 577-9996
(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 Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under 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))
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | MNR | | New York Stock Exchange |
| 6.125% Series C Cumulative Redeemable Preferred Stock | | MNR-PC | | New York Stock Exchange |
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 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. ☐
Item 8.01 Other Events.
Monmouth Real Estate Investment Corporation (the “Company”) today confirmed receipt of an unsolicited proposal from Blackwells Capital LLC (“Blackwells”), to acquire all of the outstanding shares of the Company for $18.00 per share in cash. The Blackwells proposal is non-binding, highly conditional and reflects a 5.9% premium to the Company’s closing stock price on December 18, 2020.
Monmouth also today confirmed receipt on December 1, 2020, of an earlier, substantially identical unsolicited proposal from Blackwells to acquire all of the outstanding shares of the Company for $16.75 per share in cash (the “original proposal”). Monmouth’s Board, along with its financial and legal advisors, carefully considered the original proposal and unanimously determined that it did not reflect Monmouth’s strategic value or future prospects, and was not in the best interests of the Company.
A copy of the press release announcing the Company’s receipt of Blackwells Capital’s proposal is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
| | Monmouth Real Estate Investment Corporation |
| | | |
| Dated: December 21, 2020 | By: | /s/ Kevin S. Miller |
| | | Kevin S. Miller |
| | | Chief Financial Officer, its principal financial |
| | | officer and principal accounting officer |
