Item 1.01 Entry Into a Material Definitive Agreement.
On May 21, 2014, Monmouth Real Estate Investment Corporation (the "Company,"
"we," "us" or "our") entered into an underwriting agreement (the "Underwriting
Agreement") with BMO Capital Markets Corp. and J.P Morgan Securities LLC, as
representatives of the several underwriters listed on Schedule I thereto (the
"Underwriters"), relating to the issuance and sale of 8,050,000 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"),
including 1,050,000 shares sold pursuant to the Underwriters' full exercise of
their 30-day option to purchase additional shares, in each case, at a public
offering price of $8.50 per share, less an underwriting discount of $0.3825 per
share. The Underwriting Agreement contains customary representations and
warranties of the parties and indemnification and contribution provisions under
which the Company has agreed to indemnify the Underwriters against certain
Aggregate net proceeds to the Company, after estimated offering expenses, were
approximately $65.2 million. The offering was made pursuant to a shelf
registration statement declared effective by the Securities and Exchange
Commission on August 24, 2012 (Registration No. 333-183230), a base prospectus,
dated August 24, 2012, included as part of the registration statement, and a
prospectus supplement, dated May 21, 2014, filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K, and the foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by reference to
We are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of
our counsel, Venable LLP, regarding certain Maryland law issues concerning the
shares of Common Stock issued and sold in the offering.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On May 27, 2014, the Company filed with the State Department of Assessments and
Taxation of Maryland Articles of Amendment (the "Articles of Amendment") to the
charter of the Company to increase the authorized number of shares of its stock
from 77,139,750 shares to 404,439,750 shares, including an increase in the
authorized number of shares of Common Stock from 67,700,000 shares to
200,000,000 shares and an increase in the authorized number of shares of the
Company's excess stock, $0.01 par value per share, to a corresponding number of
The foregoing description of the Articles of Amendment does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Articles of Amendment, which are filed as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 28, 2014, the Company issued a press release announcing the closing of
the offering of Common Stock.
A copy of the press release is being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of such section.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated May 21, 2014, among Monmouth Real
Estate Investment Corporation and BMO Capital Markets Corp. and J.P
Morgan Securities LLC, as representatives of the several
underwriters named on Schedule I thereto.
3.1 Articles of Amendment.
5.1 Opinion of Venable LLP.
23.1 Consent of Venable LLP (including in Exhibit 5.1).
99.1 Press Release, dated May 28, 2014.