0000921825 false 0001033128 false 8-K 3/18/2025 One North Wacker Drive, Suite 4200 Chicago 60606 Illinois 312 344-4300☐☐☐☐☐0000921825 2025-03-18 2025-03-18 0000921825 fr:FirstIndustrialL.P.Member 2025-03-18 2025-03-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________________________________
FORM 8-K
______________________________________________________________________________________________________
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 18, 2025
Date of Report (Date of earliest event reported)
______________________________________________________________________________________________________
FIRST INDUSTRIAL REALTY TRUST, INC.
FIRST INDUSTRIAL, L.P.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________________

First Industrial Realty Trust, Inc. | Maryland |  | 1-13102 |  | 36-3935116
First Industrial, L.P. | Delaware |  | 333-21873 |  | 36-3924586
| (State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

One North Wacker Drive, Suite 4200
Chicago, Illinois 60606
(Address of principal executive offices, zip code)
(312) 344-4300
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):

☐ | 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $.01 per share |  | FR |  | New York Stock Exchange

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

Item 1.01: Entry into Material Definitive Agreements.
Fifth Amended and Restated Unsecured Revolving Credit Agreement
On March 18, 2025, First Industrial Realty Trust, Inc. (the “Company”) and First Industrial, L.P. (the “Operating Partnership”) amended and restated in its entirety their Fourth Amended and Restated Unsecured Revolving Credit Agreement, dated as of July 7, 2021, by entering into that certain Fifth Amended and Restated Unsecured Revolving Credit Agreement, among the Operating Partnership, as borrower, the Company, as guarantor, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, Bank of America, N.A., PNC Bank, National Association, and U.S. Bank National Association, as co-syndication agents, and JPMorgan Chase Bank, N.A., Regions Bank, Royal Bank of Canada and Fifth Third Bank, National Association, as co-documentation agents, and the lenders thereunder (as amended and restated, the “Amended and Restated Revolving Credit Agreement”).
The Amended and Restated Revolving Credit Agreement, among other things, (i) increases the borrowing capacity under the revolving facility from $750.0 million to $850.0 million and includes an accordion feature that allows the Operating Partnership to increase the aggregate facility size to an amount up to $1.0 billion, subject to the willingness of existing or new lenders to fund such increase and other customary conditions, (ii) extends the maturity date of the revolving facility from July 7, 2025 to March 16, 2029 with the option to extend the maturity date twice by an additional six months per extension exercisable at the Operating Partnership’s election, subject to the satisfaction of certain conditions (including, for each extension, payment of an extension fee equal to 0.0625% of the revolving commitments), and (iii) gives the Operating Partnership the ability to incorporate a sustainability metric adjustment to the interest rate applicable to borrowings under the Amended and Restated Revolving Credit Agreement, subject to certain conditions, within one year of the closing date, which period may be extended by an additional six months. The Operating Partnership intends to use the amounts borrowed under the Amended and Restated Revolving Credit Agreement for general business purposes, including working capital needs, closing costs, funding for property acquisitions and construction of new industrial properties and payment of other debts and obligations of the Operating Partnership.
Borrowings under the Amended and Restated Revolving Credit Agreement are payable interest-only during the term, with the principal amount due in full on the maturity date. The rate of interest payable under the Amended and Restated Revolving Credit Agreement is equal to, at the option of the Operating Partnership, a rate per annum of (i) the base rate plus a margin of 0.00% to 0.40%, (ii) the daily secured overnight financing rate plus a margin of 0.70% to 1.40% or (iii) the term secured overnight financing rate for a period of one, three or six months plus, in each case, a margin of 0.70% to 1.40%. The margin applicable to borrowings under the Amended and Restated Revolving Credit Agreement is based on the Operating Partnership’s credit ratings and consolidated leverage ratio. Based on the Operating Partnership’s current consolidated leverage ratio and investment grade credit ratings of BBB/Baa2/BBB, the applicable margin for the revolving facility equals 0.775%. The Operating Partnership currently has an aggregate of $431.0 million in outstanding borrowings under the Amended and Restated Revolving Credit Agreement. The Operating Partnership is required to pay a facility fee equal to 0.10% to 0.30%, depending on the Operating Partnership’s credit ratings and consolidated leverage ratio, of the total commitments under the Amended and Restated Revolving Credit Agreement, as well as customary letter of credit fees.
The Company has fully and unconditionally guaranteed payment of borrowings under the Amended and Restated Revolving Credit Agreement. The Amended and Restated Revolving Credit Agreement contains certain covenants customary for an agreement of its type, including (i) restrictive covenants, including restrictions on the incurrence of additional indebtedness and liens, the ability to make certain payments and investments, and the ability to enter into certain merger, consolidation, asset sale, and affiliate transactions, and (ii) financial maintenance covenants, including a minimum fixed charge coverage ratio, a maximum consolidated leverage ratio, a maximum unsecured debt to unencumbered assets ratio, a maximum secured debt to implied capitalization ratio and a minimum interest expense coverage ratio. The Amended and Restated Revolving Credit Agreement also contains representations and warranties, affirmative covenants, including financial reporting requirements, negative covenants, and events of default, including certain cross defaults with the Operating Partnership’s other indebtedness, customary for an agreement of its type. As set forth in the Amended and Restated Revolving Credit Agreement, certain events of default could result in an acceleration of the Operating Partnership’s obligations under the Amended and Restated Revolving Credit Agreement.
Each of the Company and the Operating Partnership has had or may have with one or more of the lenders party to the Amended and Restated Revolving Credit Agreement customary banking relationships through which a variety of financial services are, were or will be provided, including investment banking, underwriting, lending, commercial banking, treasury management, trustee and other advisory services, and for which such lenders will receive or have received customary fees and expenses.

The description herein of the Amended and Restated Revolving Credit Agreement is qualified in its entirety, and the terms therein are incorporated herein, by reference to the Amended and Restated Revolving Credit Agreement filed as Exhibit 10.1 hereto.
Amended and Restated Unsecured Term Loan Agreement
On March 18, 2025, the Company and the Operating Partnership amended and restated in its entirety their Amended and Restated Unsecured Term Loan Agreement, dated as of July 7, 2021, by entering into that certain Second Amended and Restated Unsecured Term Loan Agreement, among the Operating Partnership, as borrower, the Company, as guarantor, Wells Fargo, as administrative agent, PNC Bank, National Association, as syndication agent, Fifth Third Bank, National Association, Regions Bank and Bank of America, N.A., as co-documentation agents, and the lenders thereunder (as amended and restated, the “Amended and Restated Term Loan Agreement”).
The Amended and Restated Term Loan Agreement, among other things, (i) continues to provide for a $200.0 million unsecured term loan and allows the Operating Partnership to request incremental term loans in an aggregate incremental amount equal to $260.0 million, subject to the willingness of existing or new lenders to fund such increase and other customary conditions, (ii) extends the maturity date of the term loan facility from July 7, 2026 to March 17, 2028 with the option to extend the maturity date twice by an additional one year per extension exercisable at the Operating Partnership’s election, subject to the satisfaction of certain conditions (including, for each extension, payment of an extension fee equal to 0.125% of the principal amount outstanding at such time), and (iii) gives the Operating Partnership the ability to incorporate a sustainability metric adjustment to the interest rate applicable to borrowings under the Amended and Restated Unsecured Term Loan Agreement, subject to certain conditions, within one year of the closing date, which period may be extended by an additional six months. The Operating Partnership intends to use the proceeds of the Amended and Restated Term Loan Agreement to refinance the existing term loan facility, which had the same outstanding principal amount as the Amended and Restated Term Loan Agreement.
Borrowings under the Amended and Restated Term Loan Agreement are payable interest-only during the term, with the principal amount due in full on the maturity date. The rate of interest payable under the Amended and Restated Term Loan Agreement is equal to, at the option of the Operating Partnership, a rate per annum of (i) the base rate plus a margin of 0.00% to 0.60%, (ii) the daily secured overnight financing rate, subject to a 0.10% adjustment, plus a margin of 0.75% to 1.60% or (iii) the term secured overnight financing rate for a period of one, three or six months, subject, in each case, to a 0.10% adjustment plus, in each case, a margin of 0.75% to 1.60%. The margin applicable to borrowings under the Amended and Restated Term Loan Agreement is based on the Operating Partnership’s credit ratings and consolidated leverage ratio. Based on the Operating Partnership’s current consolidated leverage ratio and investment grade credit ratings of BBB/Baa2/BBB, the applicable margin for the facility equals 0.85%.
The Company has fully and unconditionally guaranteed payment of borrowings under the Amended and Restated Term Loan Agreement. The Amended and Restated Term Loan Agreement contains certain covenants customary for an agreement of its type, including (i) restrictive covenants, including restrictions on the incurrence of additional indebtedness and liens, the ability to make certain payments and investments, and the ability to enter into certain merger, consolidation, asset sale, and affiliate transactions, and (ii) financial maintenance covenants, including a minimum fixed charge coverage ratio, a maximum consolidated leverage ratio, a maximum unsecured debt to unencumbered assets ratio, a maximum secured debt to implied capitalization ratio and a minimum interest expense coverage ratio. The Amended and Restated Term Loan Agreement also contains representations and warranties, affirmative covenants, including financial reporting requirements, negative covenants, and events of default, including certain cross defaults with the Operating Partnership’s other indebtedness, customary for an agreement of its type. As set forth in the Amended and Restated Term Loan Agreement, certain events of default could result in an acceleration of the Operating Partnership’s obligations under the Amended and Restated Term Loan Agreement.
Each of the Company and the Operating Partnership has had or may have with one or more of the lenders party to the Amended and Restated Term Loan Agreement customary banking relationships through which a variety of financial services are, were or will be provided, including investment banking, underwriting, lending, commercial banking, treasury management, trustee and other advisory services, and for which such lenders will receive or have received customary fees and expenses.
The description herein of the Amended and Restated Term Loan Agreement is qualified in its entirety, and the terms therein are incorporated herein, by reference to the Amended and Restated Term Loan Agreement filed as Exhibit 10.2 hereto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 18, 2025, the Company issued a press release with respect to the Amended and Restated Revolving Credit Agreement and the Amended and Restated Term Loan Agreement. A copy of the press release is attached and incorporated by reference as Exhibit 99.1.
The information furnished in this report under this Item 7.01, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:

Exhibit No. |  | Description
10.1* |  | Fifth Amended and Restated Unsecured Revolving Credit Facility Agreement, dated as of March 18, 2025, among First Industrial, L.P., as borrower, First Industrial Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto.
10.2* |  | Second Amended and Restated Unsecured Term Loan Agreement, dated as of March 18, 2025, among First Industrial, L.P., as borrower, First Industrial Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto.
99.1* |  | First Industrial Realty Trust, Inc. Press Release dated March 18, 2025 (furnished pursuant to Item 7.01).
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

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.

| FIRST INDUSTRIAL REALTY TRUST, INC.
| By: | /s/ JENNIFER MATTHEWS RICE
|  | Jennifer Matthews Rice General Counsel

Date: March 18, 2025

| FIRST INDUSTRIAL, L.P.
| By: | FIRST INDUSTRIAL REALTY TRUST, INC.
|  | as general partner
| By: | /s/ JENNIFER MATTHEWS RICE
|  | Jennifer Matthews Rice General Counsel

Date: March 18, 2025