UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2024
UMH Properties, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-12690 | 22-1890929 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ | 07728 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (732) 577-9997
Not Applicable
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a- 12 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| Common Stock, $0.10 par value | UMH | New York Stock Exchange | ||
| 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value | UMH PD | New York Stock Exchange |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 2, 2024, UMH Properties, Inc. (“UMH” or the “Company”) expanded its existing unsecured revolving credit facility (the “Facility”) from $180 million in available borrowings to $260 million in available borrowings. The Facility is syndicated with three banks, BMO Capital MarketsCorp. (“BMO”), JPMorgan Chase Bank, N.A. (“JPMorgan”) and Wells Fargo Bank, N.A. (“Wells Fargo”) as joint arrangers and joint book runners, with Bank of Montreal as administrative agent.
The Commitment Amount Increase Request is attached hereto as Exhibit 10.1. A copy of the press release announcing the above transaction is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure
On April 3, 2024, the Company issued a press release announcing that it expanded its existing unsecured revolving credit facility.
Item 9.01 Financial Statements and Exhibits.
| (d) | The following exhibits are filed as part of this report: |
| (10.1) | Commitment Amount Increase Request | |
| (99.1) | Press Release dated April 3, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURE
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.
| UMH Properties, Inc. | ||
| Date: April 4, 2024 | By: | /s/ Anna T. Chew |
| Name: | Anna T. Chew | |
| Title: | Executive Vice President and Chief Financial Officer | |
| 3 |
Exhibit 10.1
Commitment Amount Increase Request
April 2, 2024
| To: | Bank of Montreal, as Administrative Agent for the Lenders parties to the Second Amended and Restated Credit Agreement dated as of November 7, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among UMH Properties, Inc., as Borrower, the Guarantors from time to time party thereto, certain Lenders party thereto, and Bank of Montreal, as Administrative Agent. |
Ladies and Gentlemen:
The undersigned, UMH Properties, Inc. (the “Borrower”) hereby refers to the Credit Agreement and requests that the Administrative Agent consent to an increase in the aggregate Commitments (the “Commitment Amount Increase”), in accordance with Section 1.15 of the Credit Agreement, to be effected by the addition of Wells Fargo Bank, National Association (the “New Lender”) as a Lender under the terms of the Credit Agreement. Capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
After giving effect to such Commitment Amount Increase, the Commitment of the New Lender shall be $80,000,000.00.
1. The New Lender hereby confirms that it has received a copy of the Loan Documents and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Loans and other extensions of credit thereunder. The New Lender acknowledges and agrees that it has made and will continue to make, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, its own credit analysis and decisions relating to the Credit Agreement. The New Lender further acknowledges and agrees that the Administrative Agent has not made any representations or warranties about the credit worthiness of the Borrower or any other party to the Credit Agreement or any other Loan Document or with respect to the legality, validity, sufficiency or enforceability of the Credit Agreement or any other Loan Document or the value of any security therefor.
2. Except as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Administrative Agent, the New Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and have all the rights and obligations of a “Lender” under the Credit Agreement as if it were an original signatory thereto and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement as if it were an original signatory thereto.
3. The New Lender shall deliver to the Administrative Agent an Administrative Questionnaire.
This Agreement shall be deemed to be a contractual obligation under, and shall be governed by and construed in accordance with, the internal laws of the state of Illinois.
The Commitment Amount Increase shall be effective when the executed consent of the Administrative Agent is received or otherwise in accordance with Section 1.15 of the Credit Agreement, but not in any case prior to April 2, 2024. It shall be a condition to the effectiveness of the Commitment Amount Increase that all expenses referred to in Section 1.15 of the Credit Agreement shall have been paid.
The Borrower hereby certifies that no Default or Event of Default has occurred and is continuing.
Please indicate the Administrative Agent’s consent to such Commitment Amount Increase by signing the enclosed copy of this letter in the space provided below.
| Very truly yours, | |||
| UMH Properties, Inc. | |||
| By: | /s/ Anna T. Chew | ||
| Name: | Anna T. Chew | ||
| Title: | Executive Vice President and | ||
| Chief Financial Officer | |||
| Wells Fargo Bank, National Association | |||
| By: | /s/ Brendan Magrady | ||
| Name: | Brendan Magrady | ||
| Title: | Vice President | ||
| The undersigned hereby consents on this 2nd day of April, 2024 to the above-requested Commitment Amount Increase. |
Bank of Montreal,
as Administrative Agent
| By: | /s/ Darin Maniquist | ||
| Name: | Darin Maniquist | ||
| Title: | Director |
[Signature page to Commitment Amount Increase Request (UMH Properties, Inc. 2024)]
Exhibit 99.1
UMH PROPERTIES, INC.
Juniper Business Plaza
3499 Route 9 North, Suite 3-C Freehold, NJ 07728
(732) 577-9997
Fax: (732) 577-9980
| FOR IMMEDIATE RELEASE | April 3, 2024 |
| Contact: Nelli Madden | |
| 732-577-9997 |
UMH PROPERTIES, INC. EXPANDS ITS EXISTING UNSECURED REVOLVING CREDIT AGREEMENT
FREEHOLD, NJ, April 3, 2024..........UMH Properties, Inc. (NYSE: UMH) (TASE:UMH), announced today that it has expanded its existing unsecured revolving credit facility (the “Facility”) from $180 million in available borrowings to $260 million in available borrowings. The Facility is syndicated with three banks, BMO Capital MarketsCorp. (“BMO”), JPMorgan Chase Bank, N.A. (“JPMorgan”) and Wells Fargo Bank, N.A. (“Wells Fargo”) as joint arrangers and joint book runners, with Bank of Montreal as administrative agent.
Samuel A. Landy, President and Chief Executive Officer commented, “The expansion of our Facility will further enhance our liquidity and strengthen the financial flexibility and balance sheet of our Company as we continue to execute our growth strategy. We are pleased to continue our long-term relationship with BMO and JPMorgan and appreciate their continued support. We would also like to welcome Wells Fargo into this Facility. We look forward to continued success with our partners.”
UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 135 manufactured home communities containing approximately 25,800 developed homesites. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Maryland, Michigan, Alabama, South Carolina and Georgia. UMH also has an ownership interest in and operates two communities in Florida, containing 363 sites, through its joint venture with Nuveen Real Estate.
Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on the Company’s current expectations and involve various risks and uncertainties. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company’s annual report on Form 10-K and described from time to time in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
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