September
17, 2007
(312)
344-4380
Ms.
Jennifer Monick
Staff
Accountant
Division
of Corporate Finance
Unites
States Securities and Exchange Commission
450
Fifth
Avenue, N. W.
Washington,
D.C. 20549-0405
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Re:
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First
Industrial Realty Trust, Inc.
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Form
10-K for the year ended December 31, 2006
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Form
8-K Filed April 30, 2007
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File
No. 1-13102
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Dear
Ms.
Monick:
First
Industrial Realty Trust, Inc.
(“First Industrial”) has carefully considered each of the comments in your
letter dated August 15, 2007, and at the request and on behalf of First
Industrial, I respectfully provide First Industrial’s responses
below.
Form
10-K for the year ended December 31, 2006
Financial
Statements
Notes
to Consolidated Financial Statements
Note
5, Mortgage Loan Payable, Net, Senior Unsecured Debt, Net and Unsecured Lines
of
Credit
Senior
Unsecured Debt, Net, page 75
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1.
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Management
confirms that they will revise the disclosure in future filings to
disclose that the capped call transaction requires net share
settlement.
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Note
18, Pro Forma Financial Information (unaudited), page
97
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2.
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As
discussed, First Industrial will continue to exclude acquisitions
of
properties that are leased back to the seller from our pro forma
financial
information provided within its Form 10-K and within our Form 8-K
filings.
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Form
8-K filed April 30, 2007
Pro
Forma Financial Information, page 50
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3.
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Due
to its flexibility in completing acquisitions, First Industrial uses
its
credit facility to finance all of its acquisitions with the intent
of
making repayments on the credit facility once permanent financing
(debt
and/or equity offerings) has been obtained. Since the credit facility
is a
temporary financing vehicle, management determined that it was more
appropriate to include financing adjustments based on the permanent
financing arrangements associated with the
acquisitions.
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However,
based upon your response, management has recalculated the interest expense
and
preferred dividend adjustments included within our pro forma financial
information to calculate the financing of the acquisition based upon the debt
financing that was assumed at the time of the acquisition. The blended rate
debt
and equity (shown below – within the first column) represents how First
Industrial initially calculated the interest expense and preferred dividend
adjustments. This assumed the debt transactions (2016 Notes and the 2011
Exchangeable Notes), the equity transactions (Series J Preferred Stock and
Series K Preferred Stock) and use of First Industrial’s credit
facility during 2005 and 2006, were all used to finance the
acquisitions and accordingly a blended rate, based upon the rates of the
aforementioned transactions was used. The specific rate debt (shown
below – within the second column) represents the calculation of the financing of
the acquisitions assuming that First Industrial purchased all of its
acquisitions using only its credit facility (which is the specific debt that
was
utilized to purchase the acquisitions) as the total investment activity did
not
exceed the credit facility limits. The difference between what
First Industrial had filed it its Form 8-K on April 30, 2007 (Blended Rate
Debt
and Equity column) and the revised numbers (Specific Rate Debt column) is shown
below:
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2006
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Blended
Rate Debt
&
Equity (As Filed)
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Specific
Rate
Debt
(As Revised)
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Difference
in
$ or EPS
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Difference
in
%
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||||||||||||
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(in
‘000’s)
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||||||||||||||||
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Interest
Expense
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99,132
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103,091
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3,959
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3.99 | % | |||||||||||
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Preferred
Dividends
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24,092
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21,424
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(2,668 | ) | -11.07 | % | ||||||||||
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Loss
From Continuing Operations
Available
to Common
Stockholders
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(56,152 | ) | (57,275 | ) | (1,123 | ) | 2.00 | % | ||||||||
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Basic
EPS
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(1.28 | ) | (1.30 | ) |
0.02
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|||||||||||
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Diluted
EPS
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(1.28 | ) | (1.30 | ) |
0.02
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|||||||||||
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2005
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||||||||||||||||
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(in
‘000’s)
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||||||||||||||||
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Interest
Expense
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60,663
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74,883
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14,220
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23.44 | % | |||||||||||
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Preferred
Dividends
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25,188
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10,688
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(14,500 | ) | -57.57 | % | ||||||||||
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Loss
From Continuing Operations
Available
to Common
Stockholders
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(33,554 | ) | (33,311 | ) |
243
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-0.72 | % | |||||||||
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Basic
EPS
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(0.79 | ) | (0.79 | ) |
-
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|||||||||||
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Diluted
EPS
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(0.79 | ) | (0.79 | ) |
-
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|||||||||||
Based
on
the immaterial impact of the change to loss from continuing operations available
to common stockholders and basic and diluted EPS, management is requesting
to
implement the change prospectively versus amending the Form 8-K that was filed
on April 30, 2007.
Management
also considered the following qualitative factors in requesting this prospective
treatment:
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·
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The
trend in earnings is not impacted by this
revision;
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·
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The
primary metric that REIT analysts use to measure REIT performance
is FFO;
REIT analysts do not analyze results on a continuing or discontinued
basis
nor do they utilize proforma information as provided in the Company’s Form
8-K.
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·
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The
Company has never provided proforma information within any of its
press
releases nor discussed proforma results on any of its quarterly earnings
calls;
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·
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The
revision does not change the net loss into net
income;
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·
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The
revision does not impact any segment
information;
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·
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The
revision does not impact First Industrial’s REIT
status;
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·
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The
revision does not impact First Industrial’s debt covenant
calculations;
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·
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The
revision does not impact compensation of employees of First
Industrial;
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·
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The
revision did not conceal an unlawful
transaction.
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In
connection with responding to the above comments, First Industrial hereby
acknowledges that it is responsible for the adequacy and accuracy of the
disclosures in the filings; staff comments or changes to disclosure in response
to staff comments do not foreclose the Commission from taking any action with
respect to the filings; and First Industrial may not assert staff comments
as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States. If you have any questions about
any of First Industrial’s responses to your comments or require further
explanation, please do not hesitate to telephone me at (312)
344-4380.
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Sincerely,
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/s/
Scott Musil
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Scott
Musil
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cc: Michael
J. Havala
John
Clayton, Esq.
Ian
Nelson