UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 10, 2010 (May 10, 2010)
Date of Report (Date of earliest event reported)
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland (State or other jurisdiction of incorporation or organization) |
1-13102 (Commission File Number) |
36-3935116 (I.R.S. Employer Identification No.) |
311 S. Wacker Drive, Suite 3900
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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):
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On May 10, 2010, First Industrial Realty Trust, Inc. (the “Company”) issued a press release
providing an update on its joint ventures.
Attached and incorporated by reference as Exhibit 99.1 is a copy of the Company’s press
release dated May 10, 2010, with respect to the foregoing information.
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.
Item 8.01. Other Events.
The Company and its joint venture partner for its joint ventures referred to as 2005
Development and Repositioning JV, 2005 Core JV, 2006 Land and Development JV, and 2007 Canada JV
are in active negotiations regarding the conclusion of each of these joint ventures by July 30,
2010.
If the negotiations result in a definitive agreement, the Company anticipates that it would
transfer its interests in these ventures to the partner for a lump sum cash payment, as well as its
pro rata share of distributable cash, capital proceeds, and earned fees, promotes and other
entitlements, and, thereafter, no longer serve as asset manager for these ventures.
In addition, the Company anticipates it would be eligible for future financial consideration
following the conclusion of the joint ventures related to certain asset sales, lease agreements,
and built-to-suit agreements currently in process.
Also part of the negotiations is the potential acquisition by the Company of its partner’s 90%
interest in a 285,000 square-foot distribution facility in the Minneapolis market from the 2005
Development and Repositioning venture.
Conclusion of these joint ventures as described in the foregoing paragraphs requires the
definitive agreement of the joint venture partner, which may not be obtained.
This report contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The Company
intends such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and
is including this statement for purposes of complying with those safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe future plans,
strategies and expectations of the Company, are generally identifiable by use of the words
“believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “seek,” “target,” “potential,”
“focus,” “may,” “should” or similar expressions. The
Company’s ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a materially adverse effect on the Company’s
operations and future prospects include, but are not limited to: changes in national,
international, regional and local economic conditions generally and real estate markets
specifically; changes in legislation/regulation (including changes to laws governing the taxation
of real estate investment trusts) and actions of regulatory authorities (including the Internal
Revenue Service); the Company’s ability to qualify and maintain its status as a real estate
investment trust; the availability and attractiveness of financing (including both public and
private capital) to the Company and to its potential counterparties; the availability and
attractiveness of terms of additional debt repurchases; interest rates; the Company’s credit agency
ratings; the Company’s ability to comply with applicable financial covenants; competition; changes
in supply and demand for industrial properties (including land, the supply and demand for which is
inherently more volatile than other types of industrial property) in the Company’s current and
proposed market areas; difficulties in consummating acquisitions and dispositions; risks related to
the Company’s investments in properties through joint ventures; environmental liabilities;
slippages in development or lease-up schedules; tenant creditworthiness; higher-than-expected
costs; changes in asset valuations and related impairment charges; changes in general accounting
principles, policies and guidelines applicable to real estate investment trusts; international
business risks and those additional factors described under the heading “Risk Factors” and in the
Company’s annual report on Form 10-K for the year ended December 31, 2009.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit No. | Description | |||
| 99.1 | First Industrial Realty Trust, Inc. Press Release dated
May 10, 2010 (furnished pursuant to Item 7.01). |
|||
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.
| FIRST INDUSTRIAL REALTY TRUST, INC. |
||||
| By: | /s/ Scott A. Musil | |||
| Name: | Scott A. Musil | |||
| Title: | Acting Chief Financial Officer (Principal Accounting Officer) | |||
Date: May 10, 2010
Exhibit 99.1
First Industrial Realty Trust, Inc.
311 South Wacker Drive
Suite 3900
Chicago, IL 60606
312/344-4300
FAX: 312/922-9851
MEDIA RELEASE
311 South Wacker Drive
Suite 3900
Chicago, IL 60606
312/344-4300
FAX: 312/922-9851
MEDIA RELEASE
First Industrial Realty Trust
Provides Update on Joint Ventures
Provides Update on Joint Ventures
CHICAGO, May 10, 2010 — First Industrial Realty Trust, Inc. (NYSE: FR), a leading provider of
industrial real estate supply chain solutions, today provided an update on certain of its joint
ventures. First Industrial and its joint venture partner for its 2005 Development and
Repositioning JV, 2005 Core JV, 2006 Land and Development JV, and 2007 Canada JV are in active
negotiations regarding the conclusion of each of these joint ventures by July 30, 2010.
If the negotiations result in a definitive agreement, First Industrial anticipates that it would
transfer its interests in these ventures to the partner for a lump sum cash payment, as well as its
pro rata share of distributable cash, capital proceeds, and earned fees, promotes and other
entitlements, and, thereafter, no longer serve as asset manager for these ventures.
In addition, First Industrial anticipates it would be eligible for future financial consideration
following the conclusion of the joint ventures related to certain asset sales, lease agreements,
and built-to-suit agreements currently in process.
Also part of the negotiations is the potential acquisition by First Industrial of its partner’s 90%
interest in a 285,000 square-foot distribution facility in the Minneapolis market from the 2005
Development and Repositioning venture.
To the extent these joint ventures are concluded, First Industrial anticipates that funds from
operations from its joint ventures for the second half of 2010 would be reduced by approximately
$1.4 million from prior estimates. To offset any lost income related to these joint ventures,
First Industrial would undertake organizational and other overhead reductions intended to reduce
its overhead such that, excluding one-time restructuring costs, the conclusion of these ventures
would have minimal impact on First Industrial’s earnings per share or funds from operations for
2010.
About First Industrial Realty Trust, Inc.
First Industrial Realty Trust, Inc. (NYSE: FR) provides industrial real estate solutions for every
stage of a customer’s supply chain, no matter how large or complex. Across major markets in North
America, our local market experts manage, lease, buy, (re)develop, and sell industrial properties,
including all of the major facility types — bulk and regional distribution centers, light
industrial, manufacturing, and R&D/flex. We have a track record of industry leading customer
< more >
service, and in total, we own, manage and have under development 93 million square feet of
industrial space. For more information, please visit us at www.firstindustrial.com. We post or
otherwise make available on this website from time to time information that may be of interest to
investors.
Forward-Looking Information
This
press release contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. We intend such forward-looking statements to be covered by the
safe harbor provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and are including this statement for purposes of complying with those
safe harbor provisions. Forward-looking statements, which are based on certain assumptions and
describe future plans, strategies and expectations of the Company, are generally identifiable by
use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “seek,”
“target,” “potential,” “focus,” “may,” “should” or similar expressions. Our ability to predict
results or the actual effect of future plans or strategies is inherently uncertain. Factors which
could have a materially adverse effect on our operations and future prospects include, but are not
limited to: changes in national, international, regional and local economic conditions generally
and real estate markets specifically; changes in legislation/regulation (including changes to laws
governing the taxation of real estate investment trusts) and actions of regulatory authorities
(including the Internal Revenue Service); our ability to qualify and maintain our status as a real
estate investment trust; the availability and attractiveness of financing (including both public
and private capital) to us and to our potential counterparties; the availability and attractiveness
of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to
comply with applicable financial covenants; competition; changes in supply and demand for
industrial properties (including land, the supply and demand for which is inherently more volatile
than other types of industrial property) in the Company’s current and proposed market areas;
difficulties in consummating acquisitions and dispositions; risks related to our investments in
properties through joint ventures; environmental liabilities; slippages in development or lease-up
schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and
related impairment charges; changes in general accounting principles, policies and guidelines
applicable to real estate investment trusts; international business risks; and those additional
factors described under the heading “Risk Factors” and elsewhere in the Company’s annual report on
Form 10-K for the year ended December 31, 2009 and in the
Company’s subsequent quarterly reports on Form 10-Q. We caution you not to place undue reliance on
forward-looking statements, which reflect our outlook only and speak only as of the date of this
press release or the dates indicated in the statements. We assume no obligation to update or
supplement forward-looking statements. For further information
concerning us and our business, including additional factors that
could materially impact the Company and the statements contained herein, reference should be made to the
Company’s filings with the Securities and Exchange Commission.
Contact:
|
Art Harmon | |
| Director, Investor Relations and Corporate Communications | ||
| 312-344-4320 |
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