ITEM 8.01. OTHER EVENTS.
On November 3, 2021, STAG Industrial, Inc. (the "Company") and its operating
partnership, STAG Industrial Operating Partnership, L.P. (the "Operating
Partnership"), entered into an underwriting agreement (the "Underwriting
Agreement") with BofA Securities, Inc., as representative of the several
underwriters named therein (collectively, the "Underwriters") and as the seller
of the Borrowed Securities (as defined in the Underwriting Agreement) (in such
capacity, the "Forward Seller") and Bank of America, N.A. (in such capacity, the
"Forward Purchaser"), relating to the sale of (i) 5,250,000 shares of common
stock, par value $0.01 per share, of the Company ( "Common Stock"), by the
Company to the Underwriters at a price to the Underwriters of $41.99 per share
and (ii) 2,750,000 shares of Common Stock, by the Forward Seller to the
Underwriters. The Company will not initially receive any proceeds from the sale
of shares of Common Stock by the Forward Seller. The closing of the offering
occurred on November 8, 2021.
In connection with the offering, the Company and the Operating Partnership
entered into a forward sale agreement (the "Forward Sale Agreement") with the
Forward Purchaser. In accordance with the terms of such Forward Sale Agreement,
the Forward Purchaser (or its affiliate) borrowed from third parties and sold to
the Underwriters the 2,750,000 shares of Common Stock that were sold in the
offering. The Company expects to physically settle the Forward Sale Agreement
and receive proceeds, subject to certain adjustments, from the sale of those
shares of Common Stock upon one or more such physical settlements within
approximately one year from the date of the prospectus supplement. Although the
Company expects to settle the Forward Sale Agreement entirely by the physical
delivery of shares of Common Stock for cash proceeds, the Company may also elect
to cash or net share settle all or a portion of its obligations under the
Forward Sale Agreement, in which case, it may receive, or it may owe, cash or
shares of Common Stock from or to the Forward Purchaser. The Forward Sale
Agreement provides for an initial forward sale price of $41.99 per share,
subject to certain adjustments pursuant to the terms of the Forward Sale
Agreement. The Forward Sale Agreement is subject to early termination or
settlement under certain circumstances.
Pursuant to the terms of the Underwriting Agreement, the Underwriters were
granted a 30-day option to purchase up to 1,200,000 additional shares of Common
Stock. Upon the exercise of such option, the Company expects to enter into an
additional forward sale agreement with the Forward Purchaser in respect of the
number of shares that are subject to the exercise of such option.
The Common Stock offered pursuant to the Underwriting Agreement has been
registered on the Company's registration statement on Form S-3 (File
No. 333-229661), which became effective upon filing with the Securities and
Exchange Commission on February 13, 2019, and a prospectus supplement dated
November 3, 2021.
The foregoing description is qualified in its entirety by reference to the
Underwriting Agreement and the Forward Sale Agreement, copies of which are filed
as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K and incorporated
herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
1.1 Underwriting Agreement dated November 3, 2021 among STAG
Industrial, Inc., STAG Industrial Operating Partnership, L.P.,
BofA Securities, Inc. and Bank of America, N.A.
1.2 Confirmation of Issuer Share Forward Sale Transaction, dated
November 3, 2021, by and among STAG Industrial, Inc., STAG
Industrial Operating Partnership, L.P. and Bank of America, N.A.
5.1 Opinion of DLA Piper LLP (US) regarding legality of the shares
8.1 Opinion of Hunton Andrews Kurth LLP regarding certain tax
matters (incorporated herein by reference to Exhibit 8.1 to the
registration statement on Form S-3 (File No. 333-229661) filed
with the SEC on February 13, 2019)
23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
23.2 Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1)
104 Cover Page Interactive Data File (embedded within the XBRL
© Edgar Online, source Glimpses