INVESTORS REAL ESTATE TRUST (NYSE:IRET) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 7.01. Completion of Acquisition or Disposition of Assets.
On December29, 2017,Investors Real Estate Trust and its affiliates, including its operating partnership,IRET Properties, a North Dakota Limited Partnership (collectively, “IRET”), completed the sale of 25 medical office buildings (each, a “Property” and collectively, the “Properties”) to Harrison Street Real Estate LLC, a Delaware limited liability company (the “Purchaser”), for an aggregate sale price of $367.7 million. The Properties were sold to the terms set forth in that certain Purchase and Sale Agreement (the “Agreement”), dated as of November30, 2017, as amended by that certain First Amendment dated as of December22, 2017, by and between IRET and the Purchaser.
Prior to closing, the parties amended the Agreement to remove one Property, add closing conditions to three Properties, and adjust the purchase price on Properties closed upon, including placing funds into a holdback escrow account to address post-closing matters at certain Properties. If the additional closing conditions are not satisfied with respect to the three Properties not yet closed upon, Purchaser may terminate the Agreement with respect to any such Property.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, as amended, a copy of which will be attached as an exhibit to the Company’s quarterly report on Form10-Q for the quarter ending January31, 2018.
Item 7.01. Regulation FD Disclosure.
On January2, 2018,IRET issued a press release announcing the closing of the sale of the Properties included in the Agreement, as described above. The press release announcing these transactions is attached hereto as Exhibit99.1.
The information set forth in this Item 7.01, including Exhibit99.1, is being furnished to Item 7.01 and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as expressly provided by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements relate to the closing of the sale of certain Properties described above. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from projected results. Such risks and uncertainties those risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” contained in our Annual Report on Form10-K for the fiscal year ended April30, 2017, and in subsequent quarterly reports on Form10-Q. The Company assumes no obligation to update or supplement forward-looking statements that become untrue due to subsequent events.
