UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

____________________

 

FORM 8-K/A

____________________

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 26, 2017 (August 17, 2017)

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Plymouth Industrial REIT Inc.
(Exact name of registrant as specified in its charter)

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Maryland 001-38106 27-5466153
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)

(I.R.S. Employer

Identification No.)

     
 

260 Franklin Street, 6th Floor

Boston, MA

02110

  
  (Address of Principal Executive Offices)
(Zip Code)		  
     
  (617) 340-3814  
(Registrant’s Telephone Number, Including Area Code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☑

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑

 

Explanatory Note

 

On August 14, 2017, Plymouth Industrial REIT, Inc. (the “Company”) announced that on August 11, 2017 it, through a wholly owned subsidiary of its operating partnership, Plymouth Industrial OP, LP, completed the acquisition of two Class B industrial properties in Indianapolis, Indiana (the “Shadeland Portfolio”) for a total purchase price of $16.875 million, consisting of approximately $8.8 million in cash, which was funded from borrowings under the Company’s Credit Agreement with KeyBank National Association, and the issuance of 421,438 operating partnership units by the operating partnership, valued at $19.00 per unit. The Shadeland Portfolio is comprised of a 562,497 square foot building and a 44,374 square foot building.

 

 This Current Report on Form 8-K/A amends Item 9.01 of the original Form 8-K filed on August 17, 2017 to present the historical financial statements and the unaudited pro forma financial information required to be filed by Item 9.01 (a) and (b), for the Company’s acquisition of the Shadeland Portfolio. This report also incorporates information previously disclosed regarding the completion of the acquisition of the Shadeland Portfolio.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired

 

The statements of revenues and certain operating expenses of the Shadeland Portfolio for the six months ended June 30 2017 (unaudited) and the year ended December 31, 2016, along with the accompanying notes to the statements of revenues and certain operating expenses for the periods presented, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.

 

(b) Pro-forma Financial Information

 

This Current Report on Form 8-K/A includes the Company’s unaudited pro forma consolidated balance sheet as of June 30, 2017, the Company’s unaudited pro forma consolidated statements of operations for the six months ended June 30, 2017 and the year ended December 31, 2016, and notes to the unaudited pro forma consolidated financial statements. This unaudited consolidated financial information is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.

 

This unaudited pro forma financial information is not necessarily indicative of the expected financial position or results of the Company’s operations for any future period. Differences could result from numerous factors, including future changes in the Company’s portfolio of investments, changes in interest rates, changes in the Company’s capital structure, changes in property level operating expenses, changes in property level revenues, including rents expected to be received from the Company’s existing leases or leases the Company may enter into during and after 2017, and for other reasons.

 

(d) Exhibits

 

  99.1 Statements of revenues and certain operating expenses of the Shadeland Portfolio for the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, and the notes to the statements of revenues and certain operating expenses for the periods presented.

 

  99.2 Unaudited pro forma consolidated balance sheet as of June 30, 2017, unaudited pro forma consolidated statements of operations for the six months ended June 30, 2017 and for the year ended December 31, 2016, and notes to the unaudited pro forma consolidated financial statements.

 

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SIGNATURES

 

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.

 

  Plymouth Industrial REIT Inc.
     
     
  By: /s/  Jeffrey E. Witherell          
    Jeffrey E. Witherell
    Chief Executive Officer

 

Dated: October 26, 2017

 

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EXHIBIT INDEX

 

  99.1 Statements of revenues and certain operating expenses of the Shadeland Portfolio for the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016, and the notes to the statements of revenues and certain operating expenses for the periods presented.

 

  99.2 Unaudited pro forma consolidated balance sheet as of June 30, 2017, unaudited pro forma consolidated statements of operations for the six months ended June 30, 2017 and for the year ended December 31, 2016, and notes to the unaudited pro forma consolidated financial statements.  

 

 

 

 

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