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

Date of Report (Date of earliest event reported): April 21, 2022

Modiv Inc.
(Exact name of registrant as specified in its charter)

Maryland
   001-40814
   47-4156046
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)

120 Newport Center Drive
 
Newport Beach, CA
92660
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (888) 686-6348

None
(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:
 
☐
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Class C Common Stock, $0.001 par value per share
  
MDV
  
New York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
  
MDV.PA
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.
Regulation FD Disclosure.

Press Release

On April 21, 2022, Modiv Inc. (the “Company”) issued a press release announcing the completion of its previously announced acquisition of the Lindsay Precast, LLC portfolio of properties in a sale and leaseback transaction for a total purchase price of $56.1 million, a copy of which is attached hereto as Exhibit 99.1.

The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “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 that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits

Exhibit No.
Description
   
Modiv Inc. Press Release dated April 21, 2022
   
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

2
SIGNATURE

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.

 
MODIV INC.
(Registrant)
   
 
By:
/s/ RAYMOND J. PACINI
   
Name:
Raymond J. Pacini
   
Title:
Chief Financial Officer

Date: April 21, 2022
 

3
Exhibit 99.1

Modiv Completes $56 Million Acquisition of Industrial Sale Leaseback Portfolio

NEWPORT BEACH, CA, April 21, 2022 – Modiv Inc. (“Modiv” or the “Company”) (NYSE:MDV), an internally managed real estate investment trust (“REIT”) that acquires, owns and manages a diversified portfolio of single-tenant net-lease real estate properties, today announced it has completed the previously announced acquisition of the Lindsay Precast, LLC (“Lindsay”) portfolio of properties in a sale leaseback transaction for a total purchase price of $56.1 million.

Lindsay is an industry-leading precast concrete manufacturer and steel fabricator with a 60-year operating history. The portfolio includes eight (8) properties located in Colorado (3), Ohio (2), Florida (1), North Carolina (1) and South Carolina (1) that are used for manufacturing and distribution. The $56.1 million  purchase price includes $2.8 million of expansion capital for one of the properties in Colorado and reflects a 25-year lease term with 2% annual rent increases. The transaction has an initial cap rate of 6.65% and an attractive weighted average cap rate of 8.52%.

“We are pleased to announce the closing of the Lindsay transaction and showcase yet another example of our management team’s ability to execute accretive real estate transactions. With this transaction, we have now acquired over $133 million of properties in just the first four months of 2022 at a blended weighted average cap rate of greater than 7.9%,” stated Aaron Halfacre, Chief Executive Officer. “This transaction is right in line with our strategy of investing in industrial properties that are mission critical to our tenants on attractive terms.”

About Modiv
Modiv Inc. is an internally managed REIT that acquires, owns and manages a diversified portfolio of single-tenant net-lease real estate. The Company primarily invests in industrial and retail properties that are mission critical to tenants. Driven by innovation and an investor-first focus, Modiv is committed to providing investors with Monthly Dividends and More Diversification. As of March 31, 2022, Modiv had a $500 million real estate portfolio (based on estimated fair value) comprised of 2.3 million square feet of aggregate leasable area.  For more information, please visit: www.modiv.com.

Forward-looking Statements
Certain statements contained in this press release, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding our plans, strategies and prospects, both business and financial. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 23, 2022. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Company’s other filings with the SEC. Any forward-looking statements herein speak only as of the time when made and are based on information available to the Company as of such date and are qualified in their entirety by this cautionary statement. The Company assumes no obligation to revise or update any such statement now or in the future, unless required by law.

Investor Inquiries:
Megan McGrath, Financial Profiles, Inc.
[email protected]
310-622-8248