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TRNO > SEC Filings for TRNO > Form 8-K on 15-Jul-2013All Recent SEC Filings

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Form 8-K for TERRENO REALTY CORP


15-Jul-2013

Other Events, Financial Statements and Exhibits


ITEM 8.01. OTHER EVENTS.

On July 11, 2013, Terreno Realty Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co. and KeyBanc Capital Markets Inc., as representatives of the several underwriters named on Schedule I thereto (the "Underwriters"), relating to the issuance and sale of 5,000,000 shares (the "Firm Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"). The Company granted the Underwriters a 30-day option to purchase up to an additional 750,000 shares of Common Stock (together with the Firm Shares, the "Shares"), which was exercised in full by the Underwriters on July 12, 2013. The public offering price of the Shares is $18.25 per share. The closing of the offering, which is subject to customary closing conditions, is expected to occur on July 17, 2013.

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. 333-189561) (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), which was declared effective on July 3, 2013.

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 July 11, 2013, by and among
                       Terreno Realty Corporation and Goldman, Sachs & Co. and
                       KeyBanc Capital Markets Inc., as representatives of the
                       several underwriters named in 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).

* Filed herewith


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