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~~

~~January~~of 6,the ~~2015~~Securities ~~(December~~Exchange ~~30,~~Act ~~2014)~~of 1934

March 12, 2015 (March 10, 2015)

Date of Report (Date of earliest event reported)

________________________

FIRST INDUSTRIAL, L.P.

(Exact name of registrant as specified in its charter)

________________________

Delaware

333-21873

39-3924586

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Delaware	333-21873	39-3924586
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)

311 S. Wacker Drive, Suite 3900

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))

~~Item~~¨ ~~2.01 Completion~~Soliciting ofmaterial ~~Acquisition~~pursuant orto ~~Disposition~~Rule of14a-12 ~~Assets~~under the Exchange Act (17 CFR 240.14a-12)

On¨ ~~December~~Pre-commencement ~~30,~~communications ~~2014,~~pursuant ~~First~~to ~~Industrial,~~Rule ~~L.P.~~ 14d-2(~~the "Operating Partnership,"~~b) ~~sold~~under ~~one industrial property located in Cincinnati, Ohio, comprising approximately 0.5 million square feet of gross leasable area. Gross proceeds from~~ the ~~sale~~Exchange ofAct ~~the~~(17 ~~industrial~~CFR ~~property was approximately $7~~240.~~3 million. The buyer is a real estate investor and is not affiliated with the Operating Partnership.~~14d-2(b))

~~Item~~¨ ~~9.01 Financial~~Pre-commencement ~~Statements~~communications ~~and~~pursuant ~~Exhibits~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(b) Pro~~Item ~~forma financial information~~1.01: ~~The~~Entry ~~following~~into ~~financial~~a ~~information~~Material isDefinitive ~~submitted at the end of this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:~~Agreement.

~~Summary~~On March 10, 2015, First Industrial Realty Trust, Inc. (the “Company”) and First Industrial, L.P. (the “Operating Partnership”) entered into an amendment and restatement (the “New Credit Facility”) of ~~Unaudited~~that ~~Pro~~certain ~~Forma~~Amended ~~Consolidated~~and ~~Financial~~Restated ~~Statements:~~Unsecured Revolving Credit Agreement, dated as of July 19, 2013, among the Operating Partnership, as borrower, the Company, as guarantor, Wells Fargo Bank, National Association (“Wells Fargo”), individually and as administrative agent, and the other lenders thereunder (the “Prior Credit Facility”).

~~Unaudited~~Like ~~Pro~~the ~~Forma~~Prior ~~Consolidated~~Credit ~~Balance~~Facility, ~~Sheet~~the New Credit Facility provides for up to $625 million of revolving borrowings by the Operating Partnership. The Operating Partnership may request the New Credit Facility be increased by up to $275 million, subject to certain conditions, to an aggregate $900 million of revolving borrowings, which is an increase of $75 million to the maximum amount by which the New Credit Facility may be expanded as compared to the Prior Credit Facility. The New Credit Facility provides for interest-only payments initially at LIBOR plus 115 basis points and a facility fee of ~~September~~20 basis points, each based on the Company’s leverage ratio. So long as the Company maintains an investment grade rating from either Standard & Poor’s or Moody’s, the Operating Partnership may, at its option, make a one-time election to have the interest rate and facility fee under the New Credit Facility determined based on the Company’s credit rating, which election may decrease the interest rate and facility fee applicable to the New Credit Facility. As of March 10, 2015, the Prior Credit Facility provided for interest-only payments at LIBOR plus 150 basis points and an unused facility fee of 30 basis points. The New Credit Facility matures on March 11, ~~2014~~2019, unless extended an additional one year at the Operating Partnership’s election, subject to certain conditions. The Company has fully and unconditionally guaranteed payment of borrowings under the New Credit Facility.

~~Unaudited~~The Operating ~~Pro~~Partnership ~~Forma~~intends ~~Consolidated~~to ~~Statements~~use ofthe ~~Operations~~New Credit Facility for ~~the~~general ~~Nine~~business ~~Months~~purposes, ~~Ended~~including, ~~September~~without 30limitation, ~~2014~~working capital needs, repayment of indebtedness and the ~~Years~~acquisition ~~Ended~~and ~~December~~development 31of property. Each of the Company and the Operating Partnership has had or may have with one or more of the lenders party to the New Credit Facility customary banking relationships through which a variety of financial services are, ~~2013~~were or will be provided, ~~2012~~including investment banking, underwriting, lending, commercial banking, treasury management, trustee and ~~2011~~other advisory services, and for which such lenders will receive or have received customary fees and expenses.

~~Notes~~The description herein of the New Credit Facility is qualified in its entirety, and the terms therein are incorporated herein, by reference to ~~Unaudited~~the ~~Pro~~New ~~Forma~~Credit Facility ~~Consolidated~~filed ~~Financial~~as ~~Statements~~Exhibit 10.1 hereto.

Item 2.03: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~SIGNATURE~~The information set forth in Item 1.01 is incorporated herein by reference.

~~Pursuant~~Item to7.01: ~~the~~Regulation ~~requirements~~FD ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Disclosure.

~~FIRST~~On ~~INDUSTRIAL~~March 10, 2015, ~~L.P.~~the ~~By:~~Company ~~FIRST~~issued ~~INDUSTRIAL~~a ~~REALTY~~press ~~TRUST,~~release ~~INC~~with respect to the New Credit Facility. ~~Its~~A ~~Sole~~copy ~~General~~of ~~Partner~~the ~~By:~~press ~~/S/~~release ~~SCOTT~~is A.attached ~~MUSIL~~and ~~Scott~~incorporated A.by ~~MusilChief~~reference ~~Financial~~as ~~Officer(Principal~~Exhibit ~~Financial~~99.1. ~~Officer)~~

~~Date:~~The ~~January~~information 6furnished in this report under this Item 7.01, ~~2015~~including Exhibit 99.1 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.

3Item 9.01: Financial Statements and Exhibits.

~~FIRST~~(d) Exhibits. ~~INDUSTRIAL,~~The ~~L.P.~~following exhibits are filed herewith:

SUMMARY OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS


Exhibit No.		Description

10.1		Second Amended and Restated Unsecured Revolving Credit Agreement dated as of March 10, 2015, among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed as of the date hereof, File No. 1-13102)

99.1		First Industrial Realty Trust, Inc. Press Release dated March 10, 2015 (furnished pursuant to Item 7.01) (incorporated by reference to Exhibit 99.1 of the Form 8-K of the Company filed as of the date hereof, File No. 1-13102)

OnSIGNATURES December 30, 2014, First Industrial, L.P. (the "Operating Partnership,") sold one industrial property located in Cincinnati, Ohio, comprising approximately 0.5 million square feet of gross leasable area. Gross proceeds from the sale of the industrial property was approximately $7.3 million. The buyer is a real estate investor and is not affiliated with the Operating Partnership.

~~The~~Pursuant ~~following~~to ~~unaudited pro forma consolidated balance sheet of~~ the ~~Operating~~requirements ~~Partnership at September 30, 2014 is presented as if the sale~~ of the ~~industrial~~Securities ~~property~~Exchange ~~had~~Act ~~occurred on September 30, 2014. The unaudited pro forma consolidated statements~~ of ~~operations for the nine months ended September 30~~1934, ~~2014 and for~~ the ~~years~~registrant ~~ended~~has ~~December~~duly ~~31,~~caused ~~2013,~~this ~~2012~~report ~~and~~to ~~2011,~~be ~~are~~signed ~~presented as if the sale of the industrial property had occurred~~ on ~~January~~its 1,behalf ~~2011. The unaudited pro forma consolidated financial statements include all necessary adjustments to reflect~~ by the ~~effects~~undersigned ofhereunto ~~the~~duly ~~above transaction~~authorized.

This pro forma consolidated financial information is presented for information purposes only and is not necessarily indicative of what the Operating Partnership's financial results would have been for the periods presented, nor do they purport to represent the future financial results of the Operating Partnership. This pro forma consolidated financial information should be read in conjunction with the Operating Partnership's financial statements as filed with the Securities and Exchange Commission on Form 10-Q for the nine months ended September 30, 2014 and on Form 10-K for the year ended December 31, 2013.


	FIRST INDUSTRIAL, L.P.

	By:	First Industrial Realty Trust, Inc., its general partner

Date: March 12, 2015	By:	/s/ Daniel J. Hemmer
		Daniel J. Hemmer General Counsel

FIRST INDUSTRIAL, L.P.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2014

	Historical (A)			Pro Forma Adjustments				Pro Forma
	(In thousands)
ASSETS
Assets:
Investment in Real Estate:
Land	$	611,228		$	(952	)	(B)	$	610,276
Buildings and Improvements	2,130,891			(10,587		)	(B)	2,120,304
Construction in Progress	38,066			—				38,066
Less: Accumulated Depreciation	(685,678		)	5,486			(B)	(680,192		)
Net Investment in Real Estate	2,094,507			(6,053		)		2,088,454
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization	15,413			—				15,413
Investments in and Advances to Other Real Estate Partnerships	201,935			—				201,935
Cash and Cash Equivalents	13,026			6,641			(C)	19,667
Tenant Accounts Receivable, Net	5,057			—				5,057
Investments in Joint Venture	84			—				84
Deferred Rent Receivable, Net	49,368			(67		)	(B)	49,301
Deferred Financing Costs, Net	10,584			—				10,584
Deferred Leasing Intangibles, Net	27,841			—				27,841
Prepaid Expenses and Other Assets, Net	76,340			(219		)	(B)	76,121
Total Assets	$	2,494,155		$	302			$	2,494,457
LIABILITIES AND PARTNERS' CAPTIAL
Liabilities:
Indebtedness:
Mortgage Loans Payable, Net	$	521,304		$	—			$	521,304
Senior Unsecured Notes, Net	364,837			—				364,837
Unsecured Term Loan	200,000			—				200,000
Unsecured Credit Facility	176,000			—				176,000
Accounts Payable, Accrued Expenses and Other Liabilities	77,184			(167		)	(B)	77,017
Deferred Leasing Intangibles, Net	11,266			—				11,266
Rents Received in Advance and Security Deposits	29,083			(199		)	(B)	28,884
Dividend Payable	11,886			—				11,886
Total Liabilities	1,391,560			(366		)		1,391,194
Commitments and Contingencies	—			—				—
Partners' Capital:
General Partner Preferred Units	—			—				—
General Partner Units	1,024,806			642			(D)	1,025,448
Limited Partners Units	80,905			26			(D)	80,931
Accumulated Other Comprehensive Loss	(3,116		)	—				(3,116		)
Total Partners’ Capital	1,102,595			668				1,103,263
Total Liabilities and Partners’ Capital	$	2,494,155		$	302			$	2,494,457

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

FIRST INDUSTRIAL, L.P.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

	Historical (A)			Pro Forma Adjustments (B)			Pro Forma
	(In thousands except per share data)
Revenues:
Rental Income	$	169,496		$	(757	)	$	168,739
Tenant Recoveries and Other Income	56,414			(294		)	56,120
Total Revenues	225,910			(1,051		)	224,859
Expenses:
Property Expenses	76,077			(399		)	75,678
General and Administrative	17,946			—			17,946
Depreciation and Other Amortization	75,237			(376		)	74,861
Total Expenses	169,260			(775		)	168,485
Other Income (Expense):
Interest Income	2,114			—			2,114
Interest Expense	(51,522		)	—			(51,522		)
Amortization of Deferred Financing Costs	(2,235		)	—			(2,235		)
Loss from Retirement of Debt	(522		)	—			(522		)
Total Other Income (Expense)	(52,165		)	—			(52,165		)
Income from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in Income of Joint Ventures and Income Tax Provision	4,485			(276		)	4,209
Equity in Income of Other Real Estate Partnerships	10,385			—			10,385
Equity in Income of Joint Ventures	3,508			—			3,508
Income Tax Provision	(192		)	—			(192		)
Income from Continuing Operations	18,186			(276		)	17,910
Income from Continuing Operations Allocable to Participating Securities	(67		)	—			(67		)
Preferred Unit Distributions	(1,019		)	—			(1,019		)
Redemption of Preferred Units	(1,462		)	—			(1,462		)
Income from Continuing Operations Available to Unitholders	$	15,638		$	(276	)	$	15,362
Income from Continuing Operations Available to Unitholders - Basic and Diluted Earnings Per Unit	$	0.14					$	0.13
Weighted Average Units Outstanding - Basic	114,346						114,346
Weighted Average Units Outstanding - Diluted	114,788						114,788

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

FIRST INDUSTRIAL, L.P.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

	Historical (A)			Pro Forma Adjustments (B)			Pro Forma
	(In thousands except per share data)
Revenues:
Rental Income	$	222,102		$	(828	)	$	221,274
Tenant Recoveries and Other Income	66,834			(376		)	66,458
Total Revenues	288,936			(1,204		)	287,732
Expenses:
Property Expenses	95,104			(508		)	94,596
General and Administrative	23,106			—			23,106
Impairment of Real Estate	1,047			(1,047		)	—
Depreciation and Other Amortization	98,824			(478		)	98,346
Total Expenses	218,081			(2,033		)	216,048
Other Income (Expense):
Interest Income	2,438			—			2,438
Interest Expense	(68,857		)	—			(68,857		)
Amortization of Deferred Financing Costs	(3,038		)	—			(3,038		)
Mark-to-Market Gain on Interest Rate Protection Agreements	52			—			52
Loss from Retirement of Debt	(6,423		)	—			(6,423		)
Total Other Income (Expense)	(75,828		)	—			(75,828		)
Loss from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in Income of Joint Ventures and Income Tax Benefit	(4,973		)	829			(4,144		)
Equity in Income of Other Real Estate Partnerships	11,603			—			11,603
Equity in Income of Joint Ventures	136			—			136
Income Tax Benefit	213			—			213
Income from Continuing Operations	6,979			829			7,808
Gain on Sale of Real Estate	1,030			—			1,030
Provision for Income Taxes Allocable to Gain on Sale of Real Estate	(210		)	—			(210		)
Preferred Unit Distributions	(8,733		)	—			(8,733		)
Redemption of Preferred Units	(5,667		)	—			(5,667		)
Loss from Continuing Operations Available to Unitholders	$	(6,601	)	$	829		$	(5,772	)
Loss from Continuing Operations Available to Unitholders - Basic and Diluted Earnings Per Unit	$	(0.06	)				$	(0.05	)
Weighted Average Units Outstanding - Basic and Diluted	111,646						111,646

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

FIRST INDUSTRIAL, L.P.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

	Historical (A)			Pro Forma Adjustments (B)			Pro Forma
	(In thousands except per share data)
Revenues:
Rental Income	$	214,595		$	(586	)	$	214,009
Tenant Recoveries and Other Income	60,848			(184		)	60,664
Total Revenues	275,443			(770		)	274,673
Expenses:
Property Expenses	88,605			(400		)	88,205
General and Administrative	24,959			—			24,959
Impairment of Real Estate	(20		)	—			(20		)
Depreciation and Other Amortization	100,683			(341		)	100,342
Total Expenses	214,227			(741		)	213,486
Other Income (Expense):
Interest Income	2,940			—			2,940
Interest Expense	(77,794		)	—			(77,794		)
Amortization of Deferred Financing Costs	(3,252		)	—			(3,252		)
Mark-to-Market Loss on Interest Rate Protection Agreements	(328		)	—			(328		)
Loss from Retirement of Debt	(9,684		)	—			(9,684		)
Total Other Income (Expense)	(88,118		)	—			(88,118		)
Loss from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax Provision	(26,902		)	(29		)	(26,931		)
Equity in Income of Other Real Estate Partnerships	7,756			—			7,756
Equity in Income of Joint Ventures	1,559			—			1,559
Gain on Change in Control of Interests	776			—			776
Income Tax Provision	(5,522		)	—			(5,522		)
Loss from Continuing Operations	(22,333		)	(29		)	(22,362		)
Gain on Sale of Real Estate	3,777			—			3,777
Preferred Unit Distributions	(18,947		)	—			(18,947		)
Redemption of Preferred Units	(1,804		)	—			(1,804		)
Loss from Continuing Operations Available to Unitholders	$	(39,307	)	$	(29	)	$	(39,336	)
Loss from Continuing Operations Available to Unitholders - Basic and Diluted Earnings Per Unit	$	(0.41	)				$	(0.41	)
Weighted Average Units Outstanding - Basic and Diluted	96,509						96,509

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

FIRST INDUSTRIAL, L.P.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

	Historical (A)			Pro Forma Adjustments (B)			Pro Forma
	(In thousands except per share data)
Revenues:
Rental Income	$	203,602		$	(599	)	$	203,003
Tenant Recoveries and Other Income	60,224			(192		)	60,032
Total Revenues	263,826			(791		)	263,035
Expenses:
Property Expenses	89,772			(372		)	89,400
General and Administrative	20,508			—			20,508
Restructuring Costs	1,553			—			1,553
Impairment of Real Estate	(8,293		)	98			(8,195		)
Depreciation and Other Amortization	102,485			(279		)	102,206
Total Expenses	206,025			(553		)	205,472
Other Income (Expense):
Interest Income	3,990			—			3,990
Interest Expense	(95,103		)	—			(95,103		)
Amortization of Deferred Financing Costs	(3,785		)	—			(3,785		)
Mark-to-Market Loss on Interest Rate Protection Agreements	(1,718		)	—			(1,718		)
Loss from Retirement of Debt	(5,299		)	—			(5,299		)
Foreign Currency Exchange Loss	(332		)	—			(332		)
Total Other Income (Expense)	(102,247		)	—			(102,247		)
Loss from Continuing Operations Before Equity in Other Real Estate Partnerships, Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax Provision	(44,446		)	(238		)	(44,684		)
Equity in Income of Other Real Estate Partnerships	11,891			—			11,891
Equity in Income of Joint Ventures	980			—			980
Gain on Change in Control of Interests	689			—			689
Income Tax Provision	(450		)	—			(450		)
Loss from Continuing Operations	(31,336		)	(238		)	(31,574		)
Gain on Sale of Real Estate	1,370			—			1,370
Provision for Income Taxes Allocable to Gain on Sale of Real Estate	(452		)	—			(452		)
Preferred Unit Distributions	(19,565		)	—			(19,565		)
Loss from Continuing Operations Available to Unitholders	$	(49,983	)	$	(238	)	$	(50,221	)
Loss from Continuing Operations Available to Unitholders - Basic and Diluted Earnings Per Unit	$	(0.58	)				$	(0.58	)
Weighted Average Units Outstanding - Basic and Diluted	85,913						85,913

The accompanying notes are an integral part of the unaudited pro forma consolidated financial statements.

FIRST INDUSTRIAL, L.P.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

1. Adjustments to Pro Forma Consolidated Balance Sheet

(A) Represents the Operating Partnership's historical consolidated balance sheet as of September 30, 2014, which was derived from the Operating Partnership's quarterly report on Form 10-Q for the nine months ended September 30, 2014.

(B) Represents the Operating Partnership's sale of the industrial property and the necessary adjustments to eliminate the impact of the assets and liabilities associated with the sold industrial property.

(D) Represents the Operating Partnership's sale of the industrial property and the related gain on sale of real estate.

2. Adjustments to Pro Forma Consolidated Statements of Operations

(A) Represents the Operating Partnership's historical consolidated statements of operations for the nine months ended September 30, 2014 and the years ended December 31, 2013, 2012 and 2011, which were derived from the Operating Partnership's quarterly report on Form 10-Q for the nine months ended September 30, 2014 and the annual report on Form 10-K for the year ended December 31, 2013, respectively.

(B) Represents the Operating Partnership's sale of the industrial property and the necessary adjustments to eliminate the impact of historical rental income, tenant recoveries and other income, property expenses, impairment of real estate and deprecation and other amortization associated with the sold industrial property. The adjustments exclude the effect of the gain on sale of real estate that would have been recognized on the sale of the industrial property, as this represents a non-recurring transaction and is excluded for pro forma income statement purposes.

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