UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 8.01. | OTHER EVENTS |
On March 27, 2024, Terreno Realty Corporation (the “Company”) completed the issuance and sale of 6,325,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to an underwriting agreement, dated as of March 25, 2024 (the “Underwriting Agreement”), by and among the Company and Goldman Sachs & Co. LLC and KeyBanc Capital Markets Inc., as representatives of the several underwriters named on Schedule I thereto (the “Underwriters”). The Company granted the Underwriters a 30-day option to purchase up to an additional 825,000 shares of Common Stock, which was exercised in full. The public offering price of the Shares is $62.00 per share.
The offer and sale of the Shares were registered with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on Form S-3 (File No. 333-276959) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing with the Commission on February 9, 2024.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Additionally, in connection with the filing of the Underwriting Agreement as Exhibit 1.1 to this Current Report on Form 8-K, the Company is filing the opinion and consent of its counsel, Goodwin Procter LLP, regarding the validity of the securities being registered as Exhibits 5.1 and 23.1 hereto, respectively, which are incorporated by reference into the Registration Statement.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1* | Underwriting Agreement, dated as of March 25, 2024, by and among Terreno Realty Corporation and Goldman Sachs & Co. LLC and KeyBanc Capital Markets Inc., as representatives of the several underwriters named on Schedule I thereto. | |
| 5.1* | Opinion of Goodwin Procter LLP with respect to the validity of the shares. | |
| 23.1* | Consent of Goodwin Procter LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference). | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). | |
| * | Filed herewith |
SIGNATURE
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.
| TERRENO REALTY CORPORATION | ||||||
| By: | /s/ Jaime J. Cannon | |||||
| Date: March 27, 2024 | Jaime J. Cannon | |||||
| Executive Vice President and Chief Financial Officer | ||||||
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