STAG Industrial, Inc S-3ASR, filed Feb 16, 2022

STAG Industrial, Inc. (STAG)

S-3ASR 2022-02-16

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	Maryland (STAG Industrial, Inc.)			27-3099608
	Delaware (STAG Industrial Operating Partnership, L.P.) (State or other jurisdiction of incorporation or organization)			27-1536464 (IRS Employer Identification No.)

	PROSPECTUS SUMMARY					1
	RISK FACTORS					2
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					3
	GUARANTOR DISCLOSURES					5
	USE OF PROCEEDS					6
	DESCRIPTION OF CAPITAL STOCK					7
	DESCRIPTION OF DEBT SECURITIES					13
	DESCRIPTION OF DEPOSITARY SHARES					22
	DESCRIPTION OF WARRANTS					25
	DESCRIPTION OF RIGHTS					26
	DESCRIPTION OF UNITS					27
	CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS					28
	MATERIAL FEDERAL INCOME TAX CONSIDERATIONS					35
	SELLING STOCKHOLDERS					64
	PLAN OF DISTRIBUTION					65
	WHERE YOU CAN FIND MORE INFORMATION					68
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					68
	LEGAL MATTERS					68
	EXPERTS					69

SEC registration fee	$	*
NYSE listing fee		**
Legal fees and expenses		**
Trustee and transfer agent fees		**
Accounting fees and expenses		**
Printing and engraving fees		**
Miscellaneous		**
Total	$	**

	Exhibit Number			Description
	1.1			Form of Underwriting Agreement*
	4.1			Articles of Amendment and Restatement of STAG Industrial, Inc. (including all articles of amendment and articles supplementary) (previously filed as an exhibit to the Quarterly Report on Form 10-Q filed with the SEC on July 30, 2019 and incorporated herein by reference)
	4.2			Third Amended and Restated Bylaws of STAG Industrial, Inc. (previously filed as an exhibit to the Current Report on Form 8-K filed with the SEC on May 1, 2018 and incorporated herein by reference)
	4.3			Form of Articles Supplementary of STAG Industrial, Inc.*
	4.4			Certificate of Limited Partnership of STAG Industrial Operating Partnership, L.P., dated as of December 21, 2009

	Exhibit Number			Description
	4.5			Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating Partnership, L.P., dated as of April 20, 2011 (previously filed as an exhibit to the Current Report on Form 8-K filed with the SEC on April 21, 2011 and incorporated herein by reference)
	4.6			First Amendment to the Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating Partnership, L.P., dated as of November 2, 2011 (previously filed as an exhibit to the Current Report on Form 8-K filed with the SEC on November 2, 2011 and incorporated herein by reference)
	4.7			Second Amendment to the Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating Partnership, L.P., dated as of April 16, 2013 (previously filed as an exhibit to the Current Report on Form 8-K filed with the SEC on April 16, 2013 and incorporated herein by reference)
	4.8			Third Amendment to the Amended and Restated Agreement of Limited Partnership of STAG Industrial Operating Partnership, L.P., dated as of March 17, 2016 (previously filed as an exhibit to the Current Report on Form 8-K filed with the SEC on March 18, 2016 and incorporated herein by reference)
	4.9			Form of Indenture of STAG Industrial, Inc.
	4.10			Form of Indenture of STAG Industrial Operating Partnership, L.P.
	4.11			Form of Debt Security*
	4.12			Form of Deposit Agreement*
	4.13			Form of Depositary Receipt*
	4.14			Form of Warrant*
	4.15			Form of Warrant Agreement*
	4.16			Form of Rights Agreement*
	4.17			Form of Unit Agreement*
	5.1			Opinion of DLA Piper LLP (US) regarding legality
	8.1			Opinion of Hunton Andrews Kurth LLP regarding tax matters
	22.1			Subsidiary Guarantors and Issuers of Guaranteed Securities*
	23.1			Consent of PricewaterhouseCoopers LLP
	23.2			Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
	23.3			Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1)
	24.1			Power of Attorney (included on signature page)
	25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture**
	25.2			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Indenture**
	107.1			Calculation of Filing Fee Tables

				By:			/s/ Benjamin S. Butcher
				Name: Benjamin S. Butcher
				Title: Chief Executive Officer and Chairman

Signature	Title	Date
/s/ Benjamin S. Butcher Benjamin S. Butcher	Chief Executive Officer and Chairman (principal executive officer)	February 16, 2022
/s/ Jit Kee Chin Jit Kee Chin	Director	February 16, 2022
/s/ Virgis W. Colbert Virgis W. Colbert	Director	February 16, 2022
/s/ Michelle Dilley Michelle Dilley	Director	February 16, 2022
/s/ Jeffrey D. Furber Jeffrey D. Furber	Director	February 16, 2022

	STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

	BY:	STAG INDUSTRIAL GP, LLC, general partner

		BY: STAG INDUSTRIAL REIT, INC., sole member

	By:	/s/ Kathryn Arnone
		Kathryn Arnone
		General Counsel and Secretary

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE	1

Section 1.1. Definitions	1
Section 1.2. Other Definitions	4
Section 1.3. Incorporation by Reference of Trust Indenture Act	5
Section 1.4. Rules of Construction	5

ARTICLE II
THE SECURITIES	5

Section 2.1. Issuable in Series	5
Section 2.2. Establishment of Terms of Series of Securities	6
Section 2.3. Execution and Authentication	9
Section 2.4. Registrar and Paying Agent	9
Section 2.5. Paying Agent to Hold Money in Trust	10
Section 2.6. Securityholder Lists	10
Section 2.7. Transfer and Exchange	10
Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities	11
Section 2.9. Outstanding Securities	11
Section 2.10. Treasury Securities	12
Section 2.11. Temporary Securities	12
Section 2.12. Cancellation	12
Section 2.13. Defaulted Interest	13
Section 2.14. Global Securities	13
Section 2.15. CUSIP Numbers	14

ARTICLE III
REDEMPTION	14

Section 3.1. Notice to Trustee	14
Section 3.2. Selection of Securities to be Redeemed	15
Section 3.3. Notice of Redemption	15
Section 3.4. Effect of Notice of Redemption	16
Section 3.5. Deposit of Redemption Price	16
Section 3.6. Securities Redeemed in Part	16

ARTICLE IV
COVENANTS	16

Section 4.1. Payment of Principal and Interest	16
Section 4.2. SEC Reports	16
Section 4.3. Compliance Certificate	17
Section 4.4. Stay, Extension and Usury Laws	17

ARTICLE V
SUCCESSORS	18

Section 5.1. When Company May Merge, Etc.	18
Section 5.2. Successor Entity Substituted	18

ARTICLE VI
DEFAULTS AND REMEDIES	18

Section 6.1. Events of Default	18
Section 6.2. Acceleration of Maturity; Rescission and Annulment	19
Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee	20
Section 6.4. Trustee May File Proofs of Claim	21
Section 6.5. Trustee May Enforce Claims Without Possession of Securities	21
Section 6.6. Application of Money Collected	21
Section 6.7. Limitation on Suits	22
Section 6.8. Unconditional Right of Holders to Receive Principal and Interest	22
Section 6.9. Restoration of Rights and Remedies	23
Section 6.10. Rights and Remedies Cumulative	23
Section 6.11. Delay or Omission Not Waiver	23
Section 6.12. Control by Holders	23
Section 6.13. Waiver of Past Defaults	24
Section 6.14. Undertaking for Costs	24

ARTICLE VII
TRUSTEE	24

Section 7.1. Duties of Trustee	24
Section 7.2. Rights of Trustee	26
Section 7.3. Individual Rights of Trustee	27
Section 7.4. Trustee’s Disclaimer	27
Section 7.5. Notice of Defaults	28
Section 7.6. Reports by Trustee to Holders	28
Section 7.7. Compensation and Indemnity	28
Section 7.8. Replacement of Trustee	29
Section 7.9. Successor Trustee by Merger, Etc.	30
Section 7.10. Eligibility; Disqualification	30
Section 7.11. Preferential Collection of Claims Against Company	30

ARTICLE VIII
SATISFACTION AND DISCHARGE; DEFEASANCE	30

Section 8.1. Satisfaction and Discharge of Indenture	30
Section 8.2. Application of Trust Funds; Indemnification	31
Section 8.3. Legal Defeasance of Securities of any Series	32
Section 8.4. Covenant Defeasance	33
Section 8.5. Repayment to Company	34
Section 8.6. Reinstatement	35

ARTICLE IX
AMENDMENTS AND WAIVERS	35

Section 9.1. Without Consent of Holders	35
Section 9.2. With Consent of Holders	36
Section 9.3. Limitations	36
Section 9.4. Compliance with Trust Indenture Act	37
Section 9.5. Revocation and Effect of Consents	37
Section 9.6. Notation on or Exchange of Securities	37
Section 9.7. Trustee Protected	37

ARTICLE X
MISCELLANEOUS	38

Section 10.1. Trust Indenture Act Controls	38
Section 10.2. Notices	38
Section 10.3. Communication by Holders with Other Holders	39
Section 10.4. Certificate and Opinion as to Conditions Precedent	39
Section 10.5. Statements Required in Certificate or Opinion	39
Section 10.6. Rules by Trustee and Agents	40
Section 10.7. Legal Holidays	40
Section 10.8. No Recourse Against Others	40
Section 10.9. Counterparts	40
Section 10.10. Governing Law; Waiver of Jury Trial; Consent to Jurisdiction	41
Section 10.11. No Adverse Interpretation of Other Agreements	41
Section 10.12. Successors	41
Section 10.13. Severability	42
Section 10.14. Table of Contents, Headings, Etc.	42
Section 10.15. Securities in a Foreign Currency	42
Section 10.16. Judgment Currency	42
Section 10.17. USA Patriot Act	43
Section 10.18. Force Majeure	43

ARTICLE XI
SINKING FUNDS	43

Section 11.1. Applicability of Article	43
Section 11.2. Satisfaction of Sinking Fund Payments with Securities	43
Section 11.3. Redemption of Securities for Sinking Fund	44

ARTICLE XII
GUARANTEE	44

Section 12.1. Unconditional Guarantee	44
Section 12.2. Execution and Delivery of Notation of Guarantee	46
Section 12.3. Limitation on Guarantors’ Liability	46
Section 12.4. Release of Guarantors from Guarantee	46

§ 310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)	7.10
(b)	7.10
§ 311(a)	7.11
(b)	7.11
(c)	Not Applicable
§ 312(a)	2.6
(b)	10.3
(c)	10.3
§ 313(a)	7.6
(b)(¹)	7.6
(b)(²)	7.6
(c)(1)	7.6
(c)(2)	7.6
(c)(3)	7.6
(d)	7.6
§ 314(a)	4.2, 10.5
(b)	Not Applicable
(c)(1)	10.4
(c)(2)	10.4
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	10.5
(f)	Not Applicable
§ 315(a)	7.1
(b)	7.5
(c)	7.1
(d)	7.1
(e)	6.14
§ 316(a)	2.10
(a)(1)(A)	6.12
(a)(1)(B)	6.13
(b)	6.8
(c)	9.5
§ 317(a)(1)	6.3
(a)(2)	6.4
(b)	2.5
§ 318(a)	10.1

Term	Defined in Section
“Bankruptcy Law”		6.1
“Custodian”		6.1
“Guarantee”		12.1	(b)
“Event of Default”		6.1
“Judgment Currency”		10.16
“Legal Holiday”		10.7
“mandatory sinking fund payment”		11.1
“New York Banking Day”		10.16
“Notice Agent”		2.4
“optional sinking fund payment”		11.1
“Paying Agent”		2.4
“Registrar”		2.4
“Required Currency”		10.16
“successor person”		5.1
“USA Patriot Act”		10.17

	By:
	Name:
	Title:

	STAG INDUSTRIAL, INC., as Guarantor

	By:
	Name:
	Title:

	[ ], as the Trustee

	By:
	Name:
	Title:

		DLA Piper LLP (US) 444 West Lake Street, Suite 900 Chicago, Illinois 60606-0089 www.dlapiper.com T 312.368.4000 F 312.236.7516