On June 30, 2020, UMH Properties, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with BMO Capital Markets Corp., B. Riley FBR, Inc., Compass Point Research & Trading, LLC, D.A. Davidson & Co., Janney Montgomery Scott LLC, and J.P. Morgan Securities LLC, as distribution agents (the “Distribution Agents”) under which the Company may offer and sell shares of the Company’s Common Stock, $0.10 par value per share (the “Common Stock”), having an aggregate sales price of up to $100,000,000 from time to time through the Distribution Agents, as agents or principals. Sales of the shares of Common Stock under the Distribution Agreement, if any, will be in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the New York Stock Exchange (the “NYSE”) or on any other existing trading market for the Common Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. The Distribution Agents are not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Distribution Agents and the Company.

The Company intends to use the net proceeds from sales of shares of Common Stock under the Distribution Agreement for general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of the Company’s existing communities, potential acquisitions of additional properties and possible repayment of indebtedness on a short-term basis, including amounts borrowed under the Company’s revolving credit facility.

The Distribution Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions under which the Company has agreed to indemnify the Distribution Agents against certain specified liabilities. The Company will pay each Distribution Agent a commission at a mutually agreed rate of up to 2% of the gross sale proceeds from sales of shares of Common Stock under the Distribution Agreement. The offering of Common Stock to the Distribution Agreement will terminate upon the earlier of (i) the sale of all shares of Common Stock subject to the Distribution Agreement or (ii) the termination of the Distribution Agreement by the Distribution Agents or the Company in accordance with the terms of the Distribution Agreement.

The shares of Common Stock sold under the Distribution Agreement are being offered and sold to the Company’s Registration Statement on Form S-3 (File No. 333-238321), filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2020, and declared effective on June 1, 2020 (the “Registration Statement”), and will be sold and issued to the Company’s prospectus dated June 1, 2020 included in the Registration Statement and the related prospectus supplement, dated June 30, 2020 (the “Prospectus Supplement”). The Common Stock is described in the Company’s Registration Statement and the Prospectus Supplement. The Common Stock is listed on the New York Stock Exchange, or NYSE, under the symbol “UMH.”

The foregoing summary of the Distribution Agreement is only a brief description of certain terms therein, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by such agreement attached hereto. A copy of the Distribution Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. In connection with the filing of the Distribution Agreement, the Company is filing as Exhibit 5.1 the opinion of its counsel Stroock & Stroock & Lavan LLP.

Item 9.01 Financial Statements and Exhibits.

UMH PROPERTIES, INC. Exhibit
EX-1.1 2 nt10013110x2_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 UMH PROPERTIES,…
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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.