SECURITIES AND EXCHANGE COMMISSION
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): February 27, 2012
Industrial Income Trust Inc.
(Exact name of registrant as specified in its charter)
518 Seventeenth Street, 17th Floor
Denver, CO 80202
(Address of principal executive offices)
(Registrants 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:
On February 27, 2012, Industrial Income Trust Inc. (the Company) entered into a dealer manager agreement, dated February 27, 2012 (the Dealer Manager Agreement), with Industrial Income Advisors LLC (the Advisor) and Dividend Capital Securities LLC (DCS). DCS and the Advisor are affiliates of Industrial Income Advisors Group LLC, the Companys sponsor, and DCS will serve as dealer manager for the Companys best efforts follow-on offering of up to $2,400,000,000 in shares of common stock (the Offering), including $600,000,000 of shares offered under the Companys distribution reinvestment plan, with respect to which the Company filed a Registration Statement on Form S-11 (Reg. No. 333-175340) with the Securities and Exchange Commission (the SEC).
Under the Dealer Manager Agreement, the Company has agreed, subject to the reduction of the sales commission in certain circumstances, to pay the Dealer Manager a sales commission of up to 7.0% of the gross proceeds raised from the sale of shares in the primary offering, all of which may be reallowed to participating broker dealers who are members of FINRA. In addition, the Dealer Manager Agreement provides that the Company will pay DCS a Dealer Manager fee of 2.5% of the gross offering proceeds raised from the sale of shares in the primary offering for managing and coordinating the Offering, working with participating broker dealers and providing sales and marketing assistance, part of which may be reallowed to participating broker dealers. The Company will not pay a sales commission or a Dealer Manager fee on shares purchased pursuant to the Companys distribution reinvestment plan.
Under the Dealer Manager Agreement, the Advisor also will pay up to 0.5% of the gross offering proceeds raised from the sale of shares in the primary offering to reimburse the Dealer Manager and participating broker dealers on a non-accountable basis for their out-of-pocket expenses related to the distribution of the Offering and as a marketing support fee. From the 0.5% non-accountable expense reimbursement or the 2.5% Dealer Manager fee paid to the Dealer Manager, the Dealer Manager, in its sole discretion, may approve the payment of a marketing support fee to participating broker dealers based upon consideration of prior or projected volume of sales, the amount of marketing assistance and level of marketing support provided by such participating broker dealer in the past and the level of marketing support to be provided in the Offering. The Company and DCS have agreed that sales commissions may be reduced for volume discounts and sales commissions and the Dealer Manger fee may be reduced or waived under certain other circumstances. To the extent that shares are sold in the primary offering with a reduced commission as a result of a volume or other discount, the Advisor may reimburse the Dealer Managers and participating broker dealers other expenses related to the distribution of the offering in excess of the 0.5% payment, without recourse against or reimbursement by the Company, so long as the total amount of reimbursement of non-accountable expenses of the Dealer Manager and participating broker dealers does not exceed 3.0% of gross offering proceeds raised from the sale of shares in the primary offering and the aggregate of all compensation payable to FINRA members participating in the Offering does not exceed 10% of gross offering proceeds raised from the sale of shares in the primary offering.
Pursuant to the Dealer Manager Agreement, the Company has agreed to indemnify the Dealer Manager and participating broker dealers and the Dealer Manager and participating broker dealers have agreed to severally indemnify the Company, its officers and its directors against certain damages, claims and liabilities in connection with the Offering, including those arising under the Securities Act of 1933, as amended. The Dealer Manager Agreement may be terminated by any party on 60 days written notice.
The information set forth above with respect to the Dealer Manager Agreement does not purport to be complete in scope and is qualified in its entirety by the full text of the Dealer Manager Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1.
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.