Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2011



Industrial Income Trust Inc.

(Exact name of registrant as specified in its charter)




Maryland   000-54372   27-0477259

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

518 Seventeenth Street, 17th Floor

Denver, CO 80202

(Address of principal executive offices)

(303) 228-2200

(Registrant’s telephone number, including area code)



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))




Item  8.01. Other Events.

Status of Investments in Real Estate

As of November 30, 2011, assuming that Industrial Income Trust Inc. (the “Company”) completes the acquisitions currently under contract, the Company will have acquired, either through its wholly-owned subsidiaries or through its 51% ownership interest in a joint venture partnership, properties with an aggregate total purchase price of approximately $1.2 billion, comprised of 117 buildings totaling approximately 20.3 million square feet with 247 tenants in 14 markets, including 11 “value-add” buildings. Assuming completion of the acquisitions currently under contract, the Company’s operating portfolio, which excludes the “value-add” buildings, will consist of 218 tenants in 106 buildings with a weighted-average occupancy rate of approximately 98% and an aggregate average remaining lease term (based on square feet) of approximately 5.9 years. The Company’s operating portfolio would have an estimated aggregate weighted-average purchase price capitalization rate of approximately 7.0%. There is no assurance that the Company will consummate the acquisitions currently under contract.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements (such as those concerning the potential acquisitions under contract) that are based on the Company’s current expectations, plans, estimates, assumptions, and beliefs that involve numerous risks and uncertainties, including, without limitation, risks associated with the Company’s ability to secure debt financing and complete acquisitions under contract, and those risks set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, as amended or supplemented by the Company’s other filings with the Securities and Exchange Commission. Although these forward-looking statements reflect management’s belief as to future events, actual events or our investments and results of operations could differ materially from those expressed or implied in these forward-looking statements. To the extent that the Company’s assumptions differ from actual results, the Company’s ability to meet such forward-looking statements may be significantly hindered. You are cautioned not to place undue reliance on any forward-looking statements. The Company cannot assure you that it will attain its investment objectives.




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.


December 2, 2011     By:  


      Name:   Thomas G. McGonagle
      Title:   Chief Financial Officer and Treasurer