STAG INDUSTRIAL, INC. : Other Events, Financial Statements and Exhibits (Form 8-K)

ITEM 8.01. OTHER EVENTS



At February 17, 2022, STAG Industrial, Inc. (the “Company”) and its operating partnership, STAG Industrial Operating Partnership, LPhave entered into separate share distribution agreements with Robert W. Baird & Co. Incorporated, BofA Securities, Inc., BMO Capital Markets Corp., BTIG, LLC, Citigroup Global Markets Inc., Evercore Group LLC, Jefferies LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Regions Securities LLC, TD Securities (USA) LLC, Trust Securities, Inc. and Wells Fargo Securities, LLC
(or certain of their respective affiliates), acting in their capacity as Sales Agents (as described below) or Futures Sellers (as described below), and Futures Buyers (as described below) , relating to the offer and sale of shares of ordinary shares of the Company having an aggregate offering price of up to
$750,000,000 (the shares”). The Company refers to these entities, when acting in their capacity as commercial agents, individually as “Commercial Agents” and collectively as “Commercial Agents”. The Company refers to these entities when acting as as agents for the Futures Buyers, individually as a “Futures Seller” and collectively as “Futures Sellers”.

Sales of Shares, if any, may be made in negotiated transactions, which may include bulk transactions, or transactions which are deemed to be “in the market” offers as defined in Rule 415 in under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange.

The Share Distribution Agreements provide that in addition to the issue and sale of Shares through Sales Agents, the Company may enter into forward sale agreements under separate terms and related additional confirmations between the Company and a Futures Seller or its affiliate. . The Company refers to such entities, when acting in such capacity, individually as “Future Buyers” and collectively as “Future Buyers”. Under each particular forward sale agreement, the relevant forward purchaser will borrow from third parties and, through the relevant forward seller, will sell a number of common shares equal to the number of common shares under underlying the particular forward sale contract.

The Company will not initially receive any proceeds from the sale of Common Shares borrowed by a forward seller. The Company expects to physically settle in full each particular forward contract with the relevant Forward Buyer on one or more dates specified by the Company on or before the expiration date of that particular forward contract, in which case the Company will expect to receive total net cash proceeds at settlement equal to the number of shares underlying the particular forward sale contract multiplied by the relevant forward sale price. However, the Company may also choose to settle in cash or settle in shares a particular forward sale agreement, in which case the Company may not receive any proceeds from the issue of shares, and the Company will instead receive or pay cash (if settled in cash) or receive or deliver shares of its common stock (if settled net in shares).

Each Sales Agent will receive from the Company a commission which shall not exceed, but may be less than, 2.0% of the gross sale price of all Shares sold through him as Sales Agent under the agreement. applicable share distribution. In connection with each forward sale, the Company will pay to the relevant Futures Seller, in the form of an initial forward sale price reduced under the related forward sale agreement with the related Futures Buyer, commissions at a mutually agreed rate which will not exceed, but may be less than, 2.0% of the gross sale price of all borrowed Shares it sells as a Forward Seller.

The Company may also sell all or part of the Shares to a Selling Agent acting as principal for its own account at a price agreed at the time of the sale.

The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (registration number 333-262791), which originally became effective upon filing with the Security and Exchange Commission (“SEC”) on February 16, 2022and a dated prospectus supplement February 17, 2022because these can be modified or supplemented.

The foregoing description of the stock distribution agreements and master forward sale agreements and related supplemental confirmations does not purport to be complete and is qualified in its entirety by reference to the exhibits attached to this Report on Form 8-K.

SECTION 9.01. FINANCIAL STATEMENTS AND RECORDS.



 (d) Exhibits.




  Exhibit
  Number                                  Description
    1.1          Form of Equity Distribution Agreement

    1.2          Form of Master Forward Sale Confirmation

    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- 262791) filed
               with the SEC on February 16, 2022)

    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
               document)




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