Other Information
−Removed: Unsecured Credit Facility Amendment
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Shelf Agreement Amendment
+Added: Centerspace had a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc.
+Added: (collectively, “PGIM”) under which the Company issued $175.0 million in unsecured senior promissory notes (“Unsecured Shelf Notes”).
+Added: On October 28, 2024, the shelf agreement was amended to extend the period of time during which Centerspace may borrow money to October 2027 and to increase the borrowing capacity to $300.0 million.
+Added: The foregoing description of the shelf agreement amendment is not complete and is qualified in its entirety by reference to the full text amendment, a copy of which is filed as an exhibit to this Quarterly Report on Form 10-Q.
Rule 10b5-1 Trading Plans
−Removed: 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.”
+Added: During the fiscal quarter ended September 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.”
The following exhibits are filed as part of this Report.
2 unchanged sentences
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).
−Removed: 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).
−Removed: Amen dment No.
−Removed: 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) .
−Removed: 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.
+Added: A mendment No.
+Added: 2, dated July 29, 2024, to Equity Distribution Agre ement, dated September 10, 2021, as amended by Amendment No.
+Added: 1 to the Equity Distribution Agreement, effective as of May 9, 2024, between the Company and BMO Capital Markets Corp.
+Added: Incorporated, BofA Securities, Inc ., BTIG LLC, Jefferies LL C, Piper Sandler & Co., Raymond James & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC and certain of their affiliates and agents.
+Added: Amendment No.
+Added: 3, dated September 9, 2024, to Equity Distribution Agreement, dated September 10, 2021, as amended by Amendment No.
+Added: 1 to the Equity Distribution Agreement, effective as of May 9, 2024 and Amendment No.
+Added: 2 to the Equity Distribution Agreement, effective as of July 29, 2024, between the Company and BMO Capital Markets Corp., Robert W.
+Added: Incorporated, BofA Securities, Inc., BTIG, LLC, Colliers Securities LLC, Janney Montgomery Scott LLC, Jefferies LLC, Piper Sandler & Co., Raymond James & Associates, Inc., RBC Capital Markets, LLC and UBS Securities LLC and certain of their affiliates and agents (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 9, 2024).
+Added: Third Amendment to Second Amended and Restated Credit Agreement and related Annex I attached thereto, by and among IRET Properties, a North Dakota Limited Partnership, as the Borrower, the Guarantors party t hereto, the several financial institutions party thereto, as Lenders, and the Bank of Montreal, as Administrative Agent (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 29, 2024).
+Added: Amendment No.
+Added: 4 to Note Purchase and Private Shelf Agreement, dated Oc tober 28 , 202 4 , by and among Centerspace, LP, Centerspace, Centerspace, Inc., PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc.
Section 302 Certification of Chief Executive Officer
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** Submitted electronically herewith.
−Removed: 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”):
+Added: Attached as Exhibit 101 are the following materials from Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline eXtensible Business Reporting Language (“iXBRL”):
(i) the Condensed Consolidated Balance Sheets;
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Executive Vice President and Chief Financial Officer
−Removed: July 29, 2024
+Added: October 28, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.