URSTADT BIDDLE PROPERTIES INC. (NYSE:UBA) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03 Material Modification to Rights of Security Holders.
On September 13, 2017, Urstadt Biddle Properties Inc. (the “Company”) agreed to issue and sell 4,000,000 shares of the Company's newly created 6.250% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, liquidation preference $25.00 per share (the "Series H Preferred Stock") in an underwritten public offering. In addition, the Company granted the underwriters for the offering a 30-day option to purchase up to an additional 600,000 shares of the Series H Preferred Stock to cover over-allotments, if any.
Accordingly, on September 14, 2017, the Company filed Articles Supplementary to the Company’s charter with the State Department of Assessments and Taxation of Maryland, to which the Company has classified and designated 4,600,000 shares of the authorized but unissued shares of preferred stock, $0.01 par value per share, of the Company as shares of the Series H Preferred Stock. A summary of the material terms of the Series H Preferred Stock is set forth in “Description of the Series H Preferred Stock” in the Prospectus Supplement dated September 13, 2017 constituting a part of the Registration Statement, which description is incorporated by reference herein. The summary of the Series H Preferred Stock is qualified in its entirety by reference to the Articles Supplementary filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the public offering of the Series H Preferred Stock discussed above, on September 13, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”), to issue and sell 4,000,000 shares of the Series H Preferred Stock and, to the Underwriting Agreement, granted the Underwriters a 30-day option to purchase up to an additional 600,000 shares of the Series H Preferred Stock. The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company has agreed to indemnify the Underwriters against certain liabilities. The shares are being offered to the Company’s prospectus supplement dated September 13, 2017 and the accompanying base prospectus dated June 26, 2017, filed with the SEC to the Registration Statement. The closing of the offering is expected to occur on or about September 18, 2017, subject to satisfaction of customary closing conditions.
The foregoing summary of the terms of the Underwriting Agreement is only a brief description of certain terms therein and does not purport to be a complete description of the rights and obligations of the parties thereunder. A copy of the Underwriting Agreement is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In connection with the offering, Miles & Stockbridge P.C. has provided the Company with an opinion regarding the legality of the shares of Series H Preferred Stock and Baker & McKenzie LLP has provided the Company with an opinion as to certain tax matters. Copies of the opinions are attached to this Current Report on Form 8-K as Exhibits 5.1 and 8.1, respectively, and are incorporated by reference herein.
For purposes of the Registration Statement, the Company’s Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends is filed herewith as Exhibit 12.1 and is incorporated by reference into this Current Report on Form 8-K and the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | The following exhibits are filed as part of this report: |
URSTADT BIDDLE PROPERTIES INC ExhibitEX-5.1 2 urstadt3311771-ex51.htm OPINION OF MILES & STOCKBRIDGE P.C. AS TO THE LEGALITY OF THE SHARES Exhibit 5.1 September 18,…To view the full exhibit click here
About URSTADT BIDDLE PROPERTIES INC. (NYSE:UBA)
Urstadt Biddle Properties Inc. is a real estate investment trust. The Company is engaged in the acquisition, ownership and management of commercial real estate. The Company’s primary business is the ownership of real estate investments, which consist principally of investments in income-producing properties, with primary emphasis on properties in the metropolitan New York tri-state area outside of the City of New York. Its properties consist of neighborhood and community shopping centers and seven office buildings. It seeks to identify desirable properties for acquisition, which it acquires in the normal course of business. It owns or has equity interests in approximately 70 properties consisting of neighborhood and community shopping centers, office buildings, single tenant retail or restaurant properties and office/retail mixed use properties located in over four states throughout the United States, containing a total of approximately 4.9 million square feet of gross leasable area.
