Item 5. Other Information
Item 5. Other Information
Unsecured Credit Facility Amendment
On July 26, 2024, the Company’s primary unsecured credit facility (“Unsecured Credit Facility” or “Facility”), a revolving, multi-bank line of credit, with the Bank of Montreal serving as administrative agent, was amended, among other reasons, to extend the maturity of the facility to July 2028 and to modify the leverage-based margin rates applicable to borrowings. As amended, the facility matures in July 2028 and the interest rates on the line of credit are based on the consolidated leverage ratio, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 20-80 basis points, or daily or term SOFR, plus a margin that ranges from 120-180 basis points with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended. The foregoing description of the amendment to the Unsecured Credit Facility is not complete and is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as an exhibit to this Quarterly Report on Form 10-Q.
Rule 10b5-1 Trading Plans
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During the fiscal quarter ended June 30, 2024, none of our trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
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Item 6. Exhibits
The following exhibits are filed as part of this Report.
EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust adopted on September 23, 2003, as amended on September 18, 2007 (incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the Commission on June 30, 2014).
3.2 Seventh Restated Trustee’s Regulations (Bylaws) of Investors Real Estate Trust, adopted on April 27, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 1, 2020).
3.3 Articles Supplementary to the Company’s Articles of Amendment and Third Restated Declaration of Trust designating the Company’s 6.625% Series C Cumulative Redeemable Preferred Shares, no par value per share (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form 8-A filed with the SEC on September 28, 2017).
10.1
Amen dment No. 1, dated May 9, 2024, to Equity Distribution Agreement dated September 10, 2021 between the Company and BMO Capital Markets Corp., BTIG, LLC, Jefferies LLC, Raymond James & Associates, Inc., BofA Securities, Inc., UBS S ecurities LLC, Piper Sandler & Co., and certain of their affiliates and agents (incorporated herein by reference to Exhibit 1.1 to the Company ’ s Current Report on Form 8-K filed with the Commission on May 9, 2024) .
10.2*
T hird Amendment to Second Amended and Restated Cr edit Agreement and related Annex I attached thereto, by and among IRET Properties, a North Dakota Limite d Partnership, as the Borrower, the Guarantors party thereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent.
31.1 *
Section 302 Certification of Chief Executive Officer
31.2 *
Section 302 Certification of Executive Vice President and Chief Financial Officer
32.1 *
Section 906 Certifications of Chief Executive Officer
32.2 *
Section 906 Certifications of Executive Vice President and Chief Financial Officer
101 INS** INSTANCE DOCUMENT
101 SCH** SCHEMA DOCUMENT
101 CAL** CALCULATION LINKBASE DOCUMENT
101 LAB** LABELS LINKBASE DOCUMENT
101 PRE** PRESENTATION LINKBASE DOCUMENT
101 DEF** DEFINITION LINKBASE DOCUMENT
104** COVER PAGE INTERACTIVE DATA FILE - THE COVER PAGE XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT
* Filed herewith
** Submitted electronically herewith. Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Equity; (iv) the Condensed Consolidated Statements of Cash Flows; (v) notes to these Condensed Consolidated Financial Statements; and (vi) the Cover Page to Quarterly Report on our Form 10-Q.
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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, thereunto duly authorized.
Centerspace
(Registrant)
/s/ Anne Olson
Anne Olson
President and Chief Executive Officer
/s/ Bhairav Patel
Bhairav Patel
Executive Vice President and Chief Financial Officer
Date: July 29, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.