Item 7.01 FD Disclosure.

 

On January 22, 2018, UMH Properties, Inc. (the "Company") issued a press release announcing the closing of its previously announced underwritten public offering of shares of its new 6.375% Series D Cumulative Redeemable Preferred Stock ("Series D Preferred Stock"). A total of 2,000,000 shares of such Series D Preferred Stock were issued and sold at the closing.  The Series D Preferred Stock is a new series of Preferred Stock which ranks on a parity with the Company's 8.0% Series B Cumulative Redeemable Preferred Stock and 6.75% Series C Cumulative Redeemable Preferred Stock.  The Series D Preferred Stock has a $25.00 liquidation value per share.

The Series D Preferred Stock was listed on the New York Stock Exchange on January 25, 2018.

A copy of the Company's press release regarding the closing of the offering is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

 

 

 

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.

 

Exhibit Index

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	January 22, 2018
	Contact:	Nelli Madden
		732-577-9997

 

 

FREEHOLD, N.J., January 22, 2018 – UMH Properties, Inc. (NYSE: UMH) today announced the closing of its sale of 2,000,000 shares of its 6.375% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (the "Series D Preferred Stock"), in its previously announced underwritten public offering at an offering price of $25.00 per share.  In addition, as previously disclosed, the Company has granted the underwriters a 30-day over-allotment option to purchase up to an additional 300,000 shares of Series D Preferred Stock.  The Series D Preferred Stock is a new series of Preferred Stock which ranks on a parity with the Company's outstanding 8.0% Series B Cumulative Redeemable Preferred Stock and 6.75% Series C Cumulative Redeemable Preferred Stock.  The Company has applied to list the Series D Preferred Stock on the New York Stock Exchange.

The Company received net proceeds from the sale of the 2,000,000 shares, after deducting the underwriting discount and other estimated offering expenses, of approximately $48.1 million and plans to use the net proceeds of the offering for general corporate purposes, which may include the purchase of manufactured homes for sale or lease to customers, expansion of its existing communities, potential acquisitions of additional properties and possible repayment of indebtedness on a short-term basis.

The joint bookrunning managers for the offering were BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated. Co-managers for the offering were B. Riley FBR, Inc., D.A. Davidson & Co., and Janney Montgomery Scott, LLC.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offer of the securities will be made only by means of a prospectus, forming part of the effective registration statement, the applicable preliminary prospectus supplement and other related documents. Copies of the prospectus and the prospectus supplement, subject to completion, relating to these securities may be obtained from BMO Capital Markets Corp. You should direct any requests to BMO Capital Markets Corp., Attention: Syndicate Department, 3 Times Square, 25th Floor, New York, New York 10036 or by telephone at (800) 414-3627 or by email at [email protected].  You may also obtain a copy of the prospectus and the prospectus supplement, subject to completion, and other documents the Company has filed with the Securities and Exchange Commission for free by visiting the Commission's Web site at http://www.sec.gov.

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. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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.  These risks include, among others, changes in the general economic climate, increased competition in the geographic areas in which the Company operates, changes in government laws and regulations and the ability of the Company to continue to identify, negotiate and acquire properties on terms favorable to the Company. Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company's SEC filings, including, but not limited to, Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Copies of each filing may be obtained from the Company or the SEC. Consequently, such forward-looking statements should be regarded solely as reflections of the Company's current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. Except as otherwise required by applicable securities law, the Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

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