UNITED STATES

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): March 30, 2021

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URSTADT BIDDLE PROPERTIES INC

(Exact Name of Registrant as Specified in Its Charter)

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(Commission File Number)

GREENWICH, Connecticut 06830

(Address of principal executive offices, including zip code)

(203) 863-8200

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On March 30, 2021, Urstadt Biddle Properties Inc. (the "Company") entered into a $125 million Amended and Restated Unsecured Credit Agreement (the "Credit Agreement") with a syndicate of three banks led by The Bank of New York Mellon, as administrative agent.  The syndicate also includes Wells Fargo Bank N.A. and Bank of Montreal (co-syndication agents).  The Company's repayment obligations under the Credit Agreement are guaranteed by the Company's subsidiaries that own real estate unencumbered by mortgages.   Under the Credit Agreement, the Company may request the issuance of letters of credit up to an aggregate amount of $10 million.

Loans made and letters of credit issued under the Credit Agreement can be used for general corporate purposes.

The lenders' commitments under the Credit Agreement will terminate on March 29, 2024, the maturity date.  The outstanding principal balance of borrowings under the Credit Agreement will be due on the maturity date.  The Company has the option to increase the capacity under the Credit Agreement up to $175 million from $125 million to the extent existing lenders or other lenders agree to provide the additional commitment.  In addition, the Company has the ability, upon satisfaction of certain conditions outlined in the Credit Agreement, to extend the maturity date of the facility to March 28, 2025.

The Company may elect to have loans under the Credit Agreement bear interest at (a) a Eurodollar rate based on LIBOR, plus an applicable margin of 1.45% to 2.20%, depending on the percentage that the Company's consolidated total indebtedness represents of the gross asset value (as such terms are defined in the agreement), or (b) a base rate equal to The Bank of New York Mellon's prime lending rate plus 0.45% to 1.20%.  In addition, the Company will pay a quarterly commitment fee on the average daily un-advanced portion of the total amount committed under the Credit Agreement at a rate of 0.25%, if borrowings under the Credit Agreement are less than 50% of the total commitment amount, or 0.15%, if borrowings equal or exceed 50% of the total commitment amount.  The Credit Agreement includes market standard provisions for determining the benchmark replacement rate for LIBOR.

The Credit Agreement contains representations and financial and other affirmative and negative covenants usual and customary for this type of agreement.  So long as any amounts remain outstanding or unpaid under the Credit Agreement, the Company must satisfy certain financial covenants:  (1) unsecured indebtedness may not exceed $400 million; (2) secured indebtedness may not exceed 40% of gross asset value, as determined under the Credit Agreement; (3) total secured and unsecured indebtedness, excluding preferred stock, may not be more than 60% of gross asset value; (4) total secured and unsecured indebtedness, plus preferred stock, may not be more than 70% of gross asset value; (5) unsecured indebtedness may not exceed 60% of the eligible real asset value of unencumbered properties in the unencumbered asset pool as defined under the Credit Agreement; (6) earnings before interest, taxes, depreciation and amortization must be at least 175% of fixed charges, which exclude preferred stock dividends; (7) the net operating income from unencumbered properties must be 200% of unsecured interest expenses; (8) not more than 25% of the gross asset value and unencumbered asset pool may be attributable to the Company's pro rata share of the value of unencumbered properties owned by non-wholly owned subsidiaries or unconsolidated joint ventures; and (9) the number of un-mortgaged properties in the unencumbered asset pool must be at least 10 and at least 10 properties must be owned by the Company or a wholly owned subsidiary.  For purposes of these covenants, eligible real estate value is calculated as the sum of the Company's properties annualized net operating income for the prior four fiscal quarters capitalized at 6.75% and the purchase price of any eligible real estate asset acquired during the prior four fiscal quarters.  Gross asset value is calculated as the sum of (a) eligible real estate value; (b) the Company's pro rata share of eligible real estate value of eligible joint venture assets; (c) cash and cash equivalents; (d) marketable securities; (e) the book value of the Company's construction projects and the Company's pro rata share of the book value of construction projects owned by unconsolidated joint ventures and (f) eligible mortgages and trade receivables, as defined in the agreement.

The Credit Agreement includes usual and customary events of default and remedies for facilities of this nature (with customary grace periods, as applicable) and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Agreement may be accelerated and/or the lenders' commitments may be terminated.  In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Credit Agreement will automatically become immediately due and payable and the lenders' commitments will automatically terminate.

The Company has customary corporate and commercial banking relationships with the lenders and agents.

A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

On March 30, 2021, in connection with the entry into the Credit Agreement, the Company terminated its $100 million unsecured revolving credit agreement, dated as of August 23, 2016, with a syndicate of three banks led by The Bank of New York Mellon as administrative agent and Wells Fargo Bank N.A. and Bank of Montreal as co-syndication agents.

 

For a description of the material terms and conditions of the terminated unsecured credit facility, see Item 7 in the Company's Annual Report on Form 10-K for the year ended October 31, 2020, which Item 7 is 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 set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

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