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Item 7.01.
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Regulation FD.
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On
January 13, 2021, INDUS Realty Trust, Inc. (“Registrant”
or the “Company”)
issued a press release announcing that its Board of
Directors has declared a dividend to distribute the Company’s
accumulated earnings and profits (the “E&P
Distribution”) based on the
Company’s taxable income through December 31, 2020. The
E&P Distribution will be $11,250,000 or $1.99 per share payable
to holders of record as of January 22, 2021. Subject to the
stockholder elections described below, the E&P Distribution
will be a special dividend payable in a combination of cash and
shares of the Company’s common stock (the “Common
Stock”) with the total
amount of cash payable to stockholders set at $3,397,824, equating
to $0.60 per share. Stockholders of record will receive election
materials to elect, subject to certain limitations, to receive the
E&P Distribution either in cash, shares of Common Stock or a
fixed combination of cash and shares of Common Stock. The E&P
Distribution is expected to be paid on March 8, 2021, following the
solicitation period. The Common Stock component of the E&P
Distribution will be based on the Company’s two-day volume weighted
average price on February 25, 2021 and February 26, 2021. Going
forward, the Company expects to begin making regular quarterly
dividend payments, commencing with the quarter ending June 30,
2021.
A copy
of the Company’s January 13, 2021 press release is attached hereto
as Exhibit 99.1. The information contained and referenced in this
Item 7.01, including the press release attached as Exhibit 99.1, is
being “furnished” and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), or otherwise
subject to the liabilities of Section 18 of the Exchange Act. The
information in this Item 7.01 shall not be incorporated by
reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended (the
“Securities
Act”), or into any
filing or other document pursuant to the Exchange Act, except as
otherwise expressly stated in any such filing.
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Item 9.01.
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Financial Statements and
Exhibits.
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Exhibit 99.1 Registrant’s Press Release dated January 13, 2021
(attached hereto)
Forward-Looking Statements:
This
Current Report includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These forward-looking statements include the
Company’s beliefs and expectations regarding future events or
conditions including, without limitation, statements regarding the
E&P Distribution and payment of future dividends. Although the
Company believes that its plans, intentions and expectations
reflected in such forward-looking statements are reasonable, it can
give no assurance that such plans, intentions or expectations will
be achieved. The projected information disclosed herein is based on
assumptions and estimates that, while considered reasonable by the
Company as of the date hereof, are inherently subject to
significant business, economic, competitive and regulatory
uncertainties and contingencies, many of which are beyond the
control of the Company and which could cause actual results and
events to differ materially from those expressed or implied in the
forward-looking statements. Other important factors that could
affect the outcome of the events set forth in these statements are
described in the Registrant’s SEC filings, including the
“Business,” “Risk Factors” and “Forward-Looking Statements”
sections in the Registrant’s Annual Report on Form 10-K for the
fiscal year ended November 30, 2019 and the “Risk Factors” sections
in each of the Registrant’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 2020 and the Registrant’s
Post-Effective Amendment No. 1 to its Registration Statement on
Form S-3, filed with the SEC on January 4, 2021, respectively. The
Company disclaims any obligation to update any forward-looking
statements as a result of developments occurring after the date of
this Current Report except as required by law.
