UMH Properties, Inc. (NYSE:UMH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.
On May 31, 2017, UMH Properties, Inc. (the “Company”) entered
into two purchase agreements with an institutional investor to
which the Company agreed to sell a total of 1,400,000 shares of
its common stock, par value $0.10 per share (the “Common
Stock”), in a registered direct placement at a purchase price of
$16.60 per share. The Company’s total net proceeds from the
offering, after deducting the placement agent’s fee and other
estimated offering expenses, are expected to be approximately
$22.5 million. The offering is expected to close on or about June
5, 2017, subject to satisfaction of customary closing conditions.
The Company intends to use the proceeds of this offering for
general corporate purposes, which may include purchase of
manufactured homes for sale or lease to customers, expansion of
its existing communities, potential acquisitions of additional
properties, and possible repayment of indebtedness on a
short-term basis.
into two purchase agreements with an institutional investor to
which the Company agreed to sell a total of 1,400,000 shares of
its common stock, par value $0.10 per share (the “Common
Stock”), in a registered direct placement at a purchase price of
$16.60 per share. The Company’s total net proceeds from the
offering, after deducting the placement agent’s fee and other
estimated offering expenses, are expected to be approximately
$22.5 million. The offering is expected to close on or about June
5, 2017, subject to satisfaction of customary closing conditions.
The Company intends to use the proceeds of this offering for
general corporate purposes, which may include purchase of
manufactured homes for sale or lease to customers, expansion of
its existing communities, potential acquisitions of additional
properties, and possible repayment of indebtedness on a
short-term basis.
In connection with the offering, the Company entered into a
placement agent agreement dated May 31, 2017 with CSCA Capital
Advisors, LLC (“CSCA”) to which CSCA agreed to act as the
Company’s placement agent. As placement agent, CSCA will receive
a placement agent fee equal to 2.25% of the gross proceeds from
the offering, plus certain expenses. In the ordinary course of
business, CSCA and/or its affiliates have engaged, and may in the
future engage, in financial advisory, investment banking and
other transactions with the Company for which customary
compensation has been, and will be, paid.
placement agent agreement dated May 31, 2017 with CSCA Capital
Advisors, LLC (“CSCA”) to which CSCA agreed to act as the
Company’s placement agent. As placement agent, CSCA will receive
a placement agent fee equal to 2.25% of the gross proceeds from
the offering, plus certain expenses. In the ordinary course of
business, CSCA and/or its affiliates have engaged, and may in the
future engage, in financial advisory, investment banking and
other transactions with the Company for which customary
compensation has been, and will be, paid.
The shares of Common Stock are being offered and sold to the
Company’s prospectus supplement dated May 31, 2017 (the
“Prospectus Supplement”) which supplements the Company’s
prospectus filed with the Securities and Exchange Commission (the
“SEC”) to the Company’s Registration Statement on Form S-3
(File No. 333-209078), filed with the SEC on January 21, 2016, as
Amended by Amendment No. 1 thereto filed with the Commission on
February 5, 2016 and declared effective on February 5, 2016 (the
“Registration Statement”). The Common Stock is described in the
Company’s Registration Statement. After giving effect to the
issuance of the 1,400,000 shares of Common Stock being offered
and sold, the Company will have a total of 33,076,868 shares of
Common Stock outstanding. The shares of Common Stock are listed
on the New York Stock Exchange under the symbol “UMH.”
Company’s prospectus supplement dated May 31, 2017 (the
“Prospectus Supplement”) which supplements the Company’s
prospectus filed with the Securities and Exchange Commission (the
“SEC”) to the Company’s Registration Statement on Form S-3
(File No. 333-209078), filed with the SEC on January 21, 2016, as
Amended by Amendment No. 1 thereto filed with the Commission on
February 5, 2016 and declared effective on February 5, 2016 (the
“Registration Statement”). The Common Stock is described in the
Company’s Registration Statement. After giving effect to the
issuance of the 1,400,000 shares of Common Stock being offered
and sold, the Company will have a total of 33,076,868 shares of
Common Stock outstanding. The shares of Common Stock are listed
on the New York Stock Exchange under the symbol “UMH.”
The foregoing summaries of the terms of the purchase agreements
and placement agent agreement are only a brief description of
certain terms therein, do not purport to be a complete
description of the rights and obligations of the parties
thereunder, and are qualified in their entirety by such documents
attached hereto. A copy of the form of purchase agreement is
attached hereto as Exhibit 10.1 and is incorporated by reference
herein. A copy of the placement agent agreement is attached
hereto as Exhibit 1.1 and is incorporated by reference herein.
and placement agent agreement are only a brief description of
certain terms therein, do not purport to be a complete
description of the rights and obligations of the parties
thereunder, and are qualified in their entirety by such documents
attached hereto. A copy of the form of purchase agreement is
attached hereto as Exhibit 10.1 and is incorporated by reference
herein. A copy of the placement agent agreement is attached
hereto as Exhibit 1.1 and is incorporated by reference herein.
Item 3.03 Material Modifications to Rights of Security Holders.
Increase in Authorized Shares
On June 2, 2017, the Company filed with the Department of
Assessments and Taxation of the State of Maryland (the
“Maryland Department”) an amendment (the “Articles of
Amendment”) to the Company’s Articles of Incorporation (the
“Articles”) to increase the Company’s authorized shares of
common stock, par value $0.10 per share (“Common Stock”). As
a result of this amendment, the Company’s total authorized
shares will be increased from 85,663,800 shares (classified as
75,000,000 shares of Common Stock, 3,663,800 shares of 8.25%
Series A Cumulative Redeemable Preferred Stock (“Series A
Preferred Stock”), 4,000,000 shares of 8.0% Series B
Cumulative Redeemable Preferred Stock (“Series B Preferred
Stock”) and 3,000,000 shares of excess stock) to 95,663,800
shares (classified as 85,000,000 shares of Common Stock,
3,663,800 shares of Series A Preferred Stock, 4,000,000 shares
of Series B Preferred Stock and 3,000,000 shares of excess
stock). The foregoing description of the Articles of Amendment
is qualified in its entirety by reference to the Articles of
Amendment, a copy of which is filed as Exhibit 3.1 to this Form
8-K and incorporated herein by reference.
Assessments and Taxation of the State of Maryland (the
“Maryland Department”) an amendment (the “Articles of
Amendment”) to the Company’s Articles of Incorporation (the
“Articles”) to increase the Company’s authorized shares of
common stock, par value $0.10 per share (“Common Stock”). As
a result of this amendment, the Company’s total authorized
shares will be increased from 85,663,800 shares (classified as
75,000,000 shares of Common Stock, 3,663,800 shares of 8.25%
Series A Cumulative Redeemable Preferred Stock (“Series A
Preferred Stock”), 4,000,000 shares of 8.0% Series B
Cumulative Redeemable Preferred Stock (“Series B Preferred
Stock”) and 3,000,000 shares of excess stock) to 95,663,800
shares (classified as 85,000,000 shares of Common Stock,
3,663,800 shares of Series A Preferred Stock, 4,000,000 shares
of Series B Preferred Stock and 3,000,000 shares of excess
stock). The foregoing description of the Articles of Amendment
is qualified in its entirety by reference to the Articles of
Amendment, a copy of which is filed as Exhibit 3.1 to this Form
8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
The information set forth in Item 3.03 above with respect to
the Articles of Amendment is incorporated in this Item 5.03 in
its entirety.
the Articles of Amendment is incorporated in this Item 5.03 in
its entirety.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release concerning the offering of
the Common Stock on June 1, 2017. This press release is
attached as Exhibit 99.1 hereto and is incorporated by
reference herein.
the Common Stock on June 1, 2017. This press release is
attached as Exhibit 99.1 hereto and is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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1.1
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Placement Agent Agreement dated May 31, 2017 by and
between UMH Properties, Inc. and CSCA Capital Advisors, LLC. |
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3.1
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Articles of Amendment.
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5.1
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Opinion of Stroock Stroock Lavan LLP.
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8.1
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Tax Opinion of Stroock Stroock Lavan LLP.
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10.1
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Form of Purchase Agreement.
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23.1
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Consent of Stroock Stroock Lavan LLP (included in
Exhibits 5.1 and 8.1). |
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99.1
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Press Release dated June 1, 2017.
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About UMH Properties, Inc. (NYSE:UMH)
UMH Properties, Inc. operates as a real estate investment trust (REIT). The Company’s primary business is the ownership and operation of manufactured home communities, including leasing manufactured home sites to private manufactured home owners. It also leases homes to residents, and through its REIT subsidiary, UMH Sales and Finance, Inc. (S&F), the Company sells and finances the sale of manufactured homes in its communities. The Company owns and operates approximately 100 manufactured home communities containing over 17,800 developed sites. The communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana and Michigan. Its focus is on real estate investments. The Company invests in rental homes and owns approximately 3,700 rental homes. It engages in the rental of manufactured homes primarily in areas where the communities have existing vacancies. The Company also has approximately 1,300 additional sites in various stages of engineering/construction.
