UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~September~~February 1423, ~~2015~~2017 (~~September~~February 1121, ~~2015~~2017)

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)

Delaware	333-21873	39-3924586
First Industrial Realty Trust, Inc.:
Maryland	1-13102	36-3935116
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
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.)

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 1.01: Entry into a Material Definitive Agreement.

On ~~September~~February 1121, ~~2015~~2017, First Industrial Realty Trust, Inc. (the “Company”) and First Industrial, L.P. (the “Operating Partnership”) entered into ana ~~Unsecured~~Note ~~Term~~and ~~Loan~~Guaranty Agreement, ~~among~~dated ~~the~~as ~~Operating~~of ~~Partnership~~February 21, as2017 ~~borrower,~~ (the ~~Company,~~“Note asand ~~guarantor,~~Guaranty ~~Wells~~Agreement”) ~~Fargo~~to ~~Bank,~~sell ~~National~~$125.0 million of ~~Association~~4.30% Series A Guaranteed Senior Notes due April 20, 2027 (the “~~Wells~~2027 ~~Fargo~~Notes”) and $75.0 million of 4.40% Series B Guaranteed Senior Notes due April 20, ~~individually~~2029 (the “2029 Notes” and astogether ~~administrative~~with ~~agent,~~the ~~PNC~~2027 ~~Bank~~Notes, ~~National~~the “Notes”) ~~Association,~~issued ~~Regions~~by ~~Bank,~~the ~~and~~Operating UPartnership in a private placement.S. ~~Bank~~The ~~National~~Company ~~Association,~~is asthe ~~co-syndication~~sole ~~agents,~~general ~~and~~partner of the ~~other~~Operating ~~lenders~~Partnership. ~~thereunder~~The (issuance and sale of the ~~“2015~~Notes ~~Term~~is ~~Loan Facility”)~~scheduled to occur on April 20, 2017.

The ~~2015~~Notes ~~Term~~require ~~Loan~~semi-annual Facility provides for a $260.0 million unsecured term loan and allows the Operating Partnership to request incremental term loans in an aggregate amount equal to $100.0 million. The 2015 Term Loan Facility provides for interest~~-only~~ payments ~~initially~~with atprincipal ~~LIBOR~~due ~~plus~~on ~~160~~April 20, ~~basis~~2027, ~~points.~~with ~~The~~respect ~~rate is subject~~ to ~~adjustment based on~~ the ~~Company’s~~2027 ~~leverage ratio or~~Notes, atand ~~the~~April 20, ~~Company’s election~~2029, ~~based~~with respect onto the ~~Company’s~~2029 ~~investment grade rating~~Notes. The ~~Company~~Notes ~~entered~~are ~~into~~unsecured ~~interest~~obligations ~~rate~~of ~~swaps to effectively convert~~ the ~~rate~~Operating ~~applicable~~Partnership ~~under~~and ~~the~~will ~~2015~~be ~~Term~~fully ~~Loan~~and ~~Facility~~unconditionally toguaranteed aby ~~fixed interest rate of approximately 3.39% per annum based on~~ the ~~current LIBOR spread~~Company. ~~The 2015 Term Loan Facility matures on September 11, 2022.~~

~~The~~Subject ~~Company~~to ~~has fully~~the ~~and~~terms ~~unconditionally guaranteed payment~~ of ~~borrowings under~~ the ~~2015~~Note ~~Term~~and ~~Loan~~Guaranty ~~Facility.~~Agreement ~~The~~and ~~Operating Partnership intends to use~~ the ~~2015~~Notes, ~~Term~~upon ~~Loan~~certain ~~Facility~~events ~~for repayment~~ of ~~indebtedness~~default, ~~and~~including, ~~other~~but ~~general~~not ~~business~~limited ~~purposes.~~to, ~~Each~~(i) a ofdefault ~~the Company~~in ~~and~~ the ~~Operating~~payment ~~Partnership~~of ~~has~~any ~~had~~principal, orMake-Whole ~~may~~Amount, ~~have~~as ~~with~~discussed ~~one~~below, or ~~more~~interest ofunder the ~~lenders~~Notes ~~party~~and to(ii) a ~~the~~default ~~2015~~in ~~Term~~the ~~Loan~~payment ~~Facility~~of ~~customary~~certain ~~banking~~other ~~relationships~~indebtedness ~~through~~of ~~which~~the aOperating ~~variety~~Partnership or of ~~financial~~the ~~services~~Company ~~are, were~~ or ~~will~~of betheir ~~provided~~subsidiaries, ~~including investment~~the ~~banking,~~principal ~~underwriting,~~and ~~lending,~~accrued ~~commercial~~and ~~banking,~~unpaid ~~treasury~~interest ~~management, trustee~~ and ~~other~~the ~~advisory~~Make-Whole ~~services,~~Amount ~~and~~on ~~for~~the ~~which~~outstanding ~~such~~Notes ~~lenders~~ will ~~receive~~become ordue ~~have~~and ~~received~~payable ~~customary~~at ~~fees~~the ~~and~~option ~~expenses~~of the holders.

The ~~description~~Operating ~~herein~~Partnership will be permitted to prepay at any time all, or from time to time any part of, the ~~2015~~outstanding ~~Term~~Notes, ~~Loan~~in ~~Facility~~the isamount ~~qualified~~not inless ~~its~~than ~~entirety~~5% of the Notes then outstanding at (i) 100% of the principal amount so prepaid, together with accrued interest, and (ii) the ~~terms~~“Make-Whole ~~therein~~Amount” ~~are~~as ~~incorporated~~defined ~~herein~~in the Note and Guaranty Agreement. The Make-Whole Amount is equal to the excess, byif ~~reference~~any, of the discounted value of the remaining scheduled payments with respect to the ~~2015 Term~~Notes ~~Loan~~being ~~Facility~~prepaid ~~filed~~over asthe ~~Exhibit~~amount ~~10.1~~of ~~hereto~~such Notes.

~~Item~~The Note 2and Guaranty Agreement contains customary covenants that are substantially similar to the covenants in the Operating Partnership’s existing revolving credit facility and term loans.~~03:~~ ~~Creation~~These covenants and restrictions require the Operating Partnership and the Company to comply with certain indebtedness and cash flow covenants and also limit the ability of athe ~~Direct~~Operating ~~Financial~~Partnership ~~Obligation~~and orthe anCompany ~~Obligation~~to ~~under~~incur anadditional ~~Off-Balance~~indebtedness, ~~Sheet~~merge, ~~Arrangement~~consolidate or sell all or substantially all of its assets and enter into transactions with related parties. These covenants, which are described more fully in the Note and Guaranty Agreement, to which reference is made for a ~~Registrant~~complete statement of the covenants, are subject to certain exceptions.

The ~~information~~foregoing ~~set~~description ~~forth~~of the Notes and Note and Guaranty Agreement does not purport to be complete and is qualified in ~~Item 1~~its entirety by reference to the Note and Guaranty Agreement, a copy of each of which is filed as Exhibit 10.011 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 72.~~01:~~02 ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

On ~~September~~February 1422, ~~2015~~2017, the Company issued a press release ~~with~~announcing ~~respect to~~its ~~the~~financial ~~2015~~results ~~Term~~for ~~Loan Facility. A copy of~~ the ~~press~~fiscal ~~release~~quarter isended ~~attached~~December 31, 2016 and ~~incorporated~~certain byother ~~reference as Exhibit 99~~information.1.

~~The~~Attached ~~information~~and ~~furnished~~incorporated ~~in this~~by ~~report~~reference ~~under~~as ~~this~~Exhibit ~~Item 7~~99.~~01,~~1 ~~including~~is ~~the~~a ~~Exhibit~~copy ~~attached hereto, shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~press ~~Act~~release ofdated ~~1934~~February 22, ~~nor~~2017, ~~shall~~announcing itits befinancial ~~deemed~~results ~~incorporated~~for ~~by reference in any filing under~~ the ~~Securities~~fiscal ~~Act~~quarter ofended ~~1933~~December 31, ~~except~~2016 asand ~~shall~~certain beother ~~expressly set forth by specific reference to such filing~~information.

~~Item~~On ~~9.01~~February 23, 2017, the Company will hold an investor conference and webcast at 12:00 ~~Financial~~p.m. ~~Statements~~eastern time to disclose and ~~Exhibits~~discuss the financial results for the fiscal quarter ended December 31, 2016 and certain other information.

The information furnished in this report under this Item 2.02, 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 2.03

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

On February 21, 2017, the Company entered into the Note and Guaranty Agreement, the terms and conditions of which are described in Item 1.01 of this Form 8-K, which by this reference is incorporated herein.

Item 8.01

Other Events.

On January 26, 2017, the Company and the Operating Partnership entered into certain amendments to its existing revolving credit facility and term loans (the “Credit Agreement Amendments”). The Credit Agreement Amendments made conforming changes to those credit facilities in advance of the execution of the Note and Guaranty Agreement described in Item 1.01 of this Form 8-K.

The foregoing description of the Credit Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to each of the Credit Agreement Amendments, a copy of each of which is filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are filed herewith:

Exhibit No.		Description
10.1		~~Unsecured~~Note ~~Term~~and ~~Loan~~Guaranty Agreement, dated as of ~~September~~February 1121, ~~2015~~2017, by and among First Industrial, L.P., First Industrial Realty Trust, Inc., ~~Wells~~and ~~Fargo~~the ~~Bank,~~purchasers ~~National~~of ~~Association,~~the ~~PNC~~notes ~~Bank,~~party ~~National~~thereto ~~Association,~~(including ~~Regions~~the ~~Bank,~~forms ~~U.S.~~of ~~Bank,~~each ~~National~~of ~~Association and~~ the ~~other~~4.30% ~~lenders~~Series ~~thereunder~~A ~~(incorporated~~Guaranteed bySenior ~~reference~~Notes todue ~~Exhibit~~April ~~10.1~~20, of2027 ~~the~~and ~~Form~~4.40% ~~8-K~~Series ofB ~~First~~Guaranteed ~~Industrial~~Senior ~~Realty~~Notes ~~Trust,~~due ~~Inc.,~~April ~~dated September 14~~20, ~~2015, File No. 1-13102~~2029).
99.1		First Industrial Realty Trust, Inc. Press Release dated September 14, 2015 (furnished pursuant to Item 7.01) (incorporated by reference to Exhibit 99.1 of the Form 8-K of First Industrial Realty Trust, Inc., dated September 14, 2015, File No. 1-13102).
10.2		Second Amendment to Second Amended and Restated Unsecured Revolving Credit Agreement, dated January 26, 2017, by and among First Industrial, L.P., First Industrial Realty Trust, Inc., certain lenders signatory thereto and Wells Fargo Bank, National Association, as Administrative Agent
10.3		Second Amendment to Unsecured Term Loan Agreement, dated January 26, 2017, by and among First Industrial, L.P., First Industrial Realty Trust, Inc., certain lenders signatory thereto and Wells Fargo Bank, National Association, as Administrative Agent
10.4		First Amendment to Unsecured Term Loan Agreement, dated January 26, 2017, by and among First Industrial, L.P., First Industrial Realty Trust, Inc., certain lenders signatory thereto and Wells Fargo Bank, National Association, as Administrative Agent
99.1		First Industrial Realty Trust, Inc. Press Release dated February 22, 2017 (furnished pursuant to Item 2.02)

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, L.P.
	By:	First Industrial Realty Trust, Inc., its general partner
Date: September 14, 2015	By:	/s/ Daniel J. Hemmer
		Daniel J. Hemmer
		General Counsel


FIRST INDUSTRIAL REALTY TRUST, INC.

By:		/s/ Daniel J. Hemmer
		Daniel J. Hemmer General Counsel


FIRST INDUSTRIAL, L.P.

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

By:		/s/ Daniel J. Hemmer
		Daniel J. Hemmer General Counsel

Date: February 23, 2017

Filing Compare · FIRST INDUSTRIAL LP