INVESTORS REAL ESTATE TRUST (NYSE:IRET) Files An 8-K Entry into a Material Definitive Agreement

INVESTORS REAL ESTATE TRUST (NYSE:IRET) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On November30, 2017 (the “Effective Date”),Investors Real Estate Trust and its affiliates, including its operating partnership,IRET Properties, a North Dakota Limited Partnership (collectively, “IRET”), and Harrison Street Real Estate LLC, a Delaware limited liability company (the “Purchaser”), entered into a Purchase and Sale Agreement (the “Agreement”). Under the terms of the Agreement,IRET will sell 28 medical office buildings and one other commercial property, representing approximately 1.3 million square feet (each, a “Property,” and collectively, the “Properties”), to the Purchaser for the aggregate price of $417.5 million in cash (the “Purchase Price”). Of the Purchase Price, $4.5 million shall be deposited as earnest money within five days of the Effective Date. If the closing occurs, the earnest money shall be applied to the Purchase Price, with the balance of the Purchase Price, subject to any closing adjustments, being paid in cash or by wire transfer of immediately available funds on the date of closing.

The Purchaser can terminate the Agreement under several situations, including if:

· any litigation shall be pending or threatened which challenges Purchaser’s right to purchase, or Seller’s right to sell, any Property; or

· Seller shall not have delivered certain estoppel certificates to the Purchaser.

In some instances, if a condition is not satisfied with respect to an individual Property, Purchaser may elect to exclude such Property from the closing. In such event, the Purchase Price allocated to such Property shall be deducted from the Purchase Price.

The completion of the sale is subject to the satisfaction of customary due diligence and the satisfaction of certain closing conditions, including closing adjustments related to the allocation of such items as real estate taxes, leases, utilities, title fees and personal property taxes.

It is currently anticipated that the sale will close by the end of January2018. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, 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 November30, 2017,IRET issued a press release announcing the Agreement, as described above, as well as the disposition of certain non-core assets, the purchase of a multifamily property in Denver and the execution of a new term loan. 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 “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 the medical office portfolio. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits





Press Release dated November30, 2017.

EX-99.1 2 a17-27822_1ex99d1.htm EX-99.1 Exhibit 99.1     IRET Nears Completion of its Strategic Transformation with Multiple Transactions   — Signs Agreement to Sell Medical Office Portfolio for $417.5 million — — Enters Denver Market with New Apartment Acquisition for $90.6 million — — Continues Non-Core Asset Sales and Balance Sheet Enhancements —   MINNEAPOLIS,…
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Investors Real Estate Trust is a self-advised equity real estate investment trust (REIT). The Company’s business consists of owning and operating income-producing real estate properties. Its segments include Multifamily, Healthcare and All Other. Its investments consist of multifamily and healthcare properties located primarily in the upper Midwest states of Minnesota and North Dakota. It conducts its business operations through its operating partnership, IRET Properties, which is principally engaged in acquiring, owning, operating and leasing real estate. It invests in multifamily properties and commercial properties that are leased to single or multiple tenants, usually for approximately five years or longer. As of April 30, 2016, the Company held for investment 99 multifamily properties containing 12,950 apartment units and 47 commercial properties, consisting of healthcare, industrial, office and retail, containing approximately 2.9 million square feet of leasable space.

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