SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2017
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URSTADT BIDDLE PROPERTIES INC.
(Exact Name of Registrant as Specified in Charter)
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| STATE OF MARYLAND | 1-12803 | 04-2458042 | ||
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of Incorporation) | Identification No.) |
| 321 Railroad Avenue, Greenwich, CT | 06830 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
(203) 863-8200
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including statements on our expectations regarding the completion and anticipated proceeds of the offering discussed below and the use of such proceeds thereof. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. No assurance can be given that the offering discussed below will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Completion of the offering on the terms described, and the application of net proceeds, are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in or incorporated by reference into the Risk Factors section of the Company’s effective registration statement on Form S-3 (Registration No. 333-218635) (the “Registration Statement”), which was initially filed with the Securities and Exchange Commission (the "SEC") on June 9, 2017 and declared effective on June 26, 2017. The Company undertakes no obligation to update these statements for revisions or changes except as required by law.
Item 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 tocover 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, pursuant 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, pursuant 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 pursuant to the Company’s prospectus supplement dated September 13, 2017 and the accompanying base prospectus datedJune 26, 2017, filed with the SEC pursuant 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 Exhibit99.1 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: |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| URSTADT BIDDLE PROPERTIES INC. (Registrant) | ||
| DATE: September 18, 2017 | By: | /s/ John T. Hayes |
| John T. Hayes | ||
| Senior Vice President & Chief Financial Officer | ||
EXHIBIT INDEX