0000798359-15-000005.txt : 20150123 0000798359-15-000005.hdr.sgml : 20150123 20150123090031 ACCESSION NUMBER: 0000798359-15-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150123 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150123 DATE AS OF CHANGE: 20150123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS REAL ESTATE TRUST CENTRAL INDEX KEY: 0000798359 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 450311232 STATE OF INCORPORATION: ND FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35624 FILM NUMBER: 15543624 BUSINESS ADDRESS: STREET 1: 1400 31ST AVENUE SW, SUITE 60 STREET 2: PO BOX 1988 CITY: MINOT STATE: ND ZIP: 58702-1988 BUSINESS PHONE: 701-837-4738 MAIL ADDRESS: STREET 1: 1400 31ST AVENUE SW, SUITE 60 STREET 2: PO BOX 1988 CITY: MINOT STATE: ND ZIP: 58702-1988 8-K 1 iretform8k-01232015.htm CURRENT REPORT


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):  January 23, 2015
 
INVESTORS REAL ESTATE TRUST
 (Exact name of Registrant as specified in its charter)
 
 
_____________
         
North Dakota
 
000-14851
 
45-0311232
(State or Other Jurisdiction
of Incorporation or Organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
1400 31st Avenue SW, Suite 60
Post Office Box 1988
 Minot, ND 58702-1988
 (Address of principal executive offices) (Zip code)

(701) 837-4738
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed from 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:
 
☐
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))
 
 
 
Item 7.01. Regulation FD Disclosure.

On January 23, 2015, Investors Real Estate Trust (the "Company") issued a press release announcing an update of its strategic plan. In connection with this plan, the Company announced that it is exploring the potential sale of substantially all of its office and retail properties. The Company can provide no assurances regarding the timing or pricing of any sale or sales of these properties, or that such sales will occur at all. In particular, the Company may not receive offers for such properties at prices or on terms that it deems acceptable, and any such acceptable offers could involve either the entirety of such office and/or retail portfolios, or only a portion thereof. Additionally, the completion of a definitive transaction or transactions would require the successful negotiation and execution of one or more purchase and sale agreements and the approval of the Company's Board of Trustees.

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed "filed" for the purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
Exhibit No.
 
Description
 
Press Release Issued January 23, 2015
 
 
 
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.
 
 
 
 
 
 
INVESTORS REAL ESTATE TRUST
  
 
Date: January 23, 2015
By:  
/s/ Timothy P. Mihalick
 
 
 
Name:  
Timothy P. Mihalick
 
 
 
Title:  
President and Chief Executive Officer
 
 
 

EXHIBIT INDEX
 
 
 
Exhibit No.
 
Description
 
Press Release Issued January 23, 2015.
 
 
 

 
 EX-99.1 2 iretexhibit991-01232015.htm PRESS RELEASE ISSUED JANUARY 23, 2015.
Exhibit 99.1
Investors Real Estate Trust Updates Strategic Plan
Escalates Portfolio Transformation with Planned Marketing of Office and Retail Properties
MINOT, N.D., January 23, 2015 /PRNewswire/ -- Investors Real Estate Trust (NYSE:IRET) (NYSE:IRET PR) (NYSE:IRET PRB) today announced that it is exploring a calendar year 2015 disposition of substantially all of its commercial office and retail properties, in an update to its current strategic plan, under which the Company has been directing new investments primarily toward multifamily residential and healthcare properties. The disposition of the Company's office and retail portfolios would streamline the Company's business model and allow the Company to direct the expected sale proceeds to further grow the Company's multifamily and healthcare segments.
"Over the past several years we have improved our portfolio through the acquisition and development of high-quality multifamily residential and healthcare properties in our upper Midwest markets. The updated strategic plan we are announcing today continues this evolution toward a more focused property portfolio," said IRET's President and CEO, Timothy Mihalick. "We believe that completing these sale initiatives will result in a more growth-oriented portfolio, provide us with greater financial flexibility and strengthen our overall occupancy levels and other operating metrics. It will also focus us more closely on our multifamily and healthcare segments, in which we believe we can be a leader in our markets."
The Company has engaged CBRE, Inc. to assist in assembling and marketing a property portfolio consisting of substantially all of the Company's wholly-owned office properties, and a portfolio consisting of substantially all of the Company's retail properties. The Company currently expects sale packages for these two portfolios to be available mid-to end-February 2015.
As of the second quarter of the Company's fiscal year 2015, the Company's office segment (excluding nine office buildings that serve as collateral for a CMBS loan under which a special–purpose subsidiary of the Company is the borrower, and which loan the Company has announced is now with the special servicer; and also excluding a joint venture office property) consisted of 50 office properties totaling approximately 3.5 million square feet, located in nine states. The office segment, excluding the CMBS portfolio properties and the joint venture property, was approximately 80.1% leased as of October 31, 2014, and, in the second quarter of fiscal year 2015, provided approximately 16.5% of the Company's net operating income, or approximately $7.1 million.  As of the second quarter of the Company's fiscal year 2015, the Company's retail segment consisted of 24 retail properties totaling approximately 1.2 million square feet located in Minnesota, Nebraska, North Dakota and Wisconsin. The retail segment was approximately 86.1% leased as of October 31, 2014, and provided approximately 5.4% of the Company's net operating income, or approximately $2.3 million, in the second quarter of fiscal year 2015. As of October 31, 2014, the depreciated cost basis of the Company's office properties (excluding the CMBS portfolio properties and the joint venture office property) was approximately $256.0 million, and of the Company's retail properties was $82.9 million.


The Company currently expects that a significant portion of the potential proceeds from the sale of its office and retail portfolios would be utilized to reduce leverage and provide capital to fund further acquisitions and developments. The Company expects to provide updates on the composition of the sales packages and the disposition of these portfolios over the coming months. However, the Company can provide no assurances regarding the timing or pricing of these proposed portfolio sales, or that the sales will occur at all. The terms and conditions of any potential dispositions remain subject to Board of Trustee approval.
Conference Call Information
Company management will discuss the above-referenced planned strategic initiatives on a conference call on Monday, January 26, 2015 at 9:00 AM Central Time, 10:00 AM Eastern Time. Conference call access information is as follows:
USA Toll Free Number: 1-877-509-9785
International Toll Number: 1-412-902-4132
Canada Toll Free: 1-855-669-9657

A replay of the Conference Call will be available one hour after the end of the call until February 10, 2015. Replay access information is as follows:

USA Toll Free Number: 1-877-344-7529
International Toll Number: 1-412-317-0088
Canada Toll Free: 1-855-669-9658
Conference ID: 10059557

The live on-demand webcast of the Conference Call will be available on the Investor section of IRET's website at www.iret.com. Online playback of the webcast will be available for one year following the Conference Call.

About Investors Real Estate Trust
Investors Real Estate Trust is a self-advised equity real estate investment trust. Its business consists of owning and operating income-producing multifamily residential and commercial properties located primarily in the upper Midwest states of Minnesota and North Dakota. Investors Real Estate Trust is based in Minot, North Dakota, and has additional offices in Minneapolis and St. Cloud, Minnesota.
Safe Harbor
Statements about IRET's future expectations and all other statements in this press release other than historical facts, including statements regarding the potential sale of the Company's commercial office and retail properties and expected benefits from this update of the Company's strategic plan, are

subject to various risks and uncertainties, and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected results.
CONTACT: Cindy Bradehoft
Director of Investor Relations
10500 Crosstown Circle, Suite 105
Eden Prairie, MN 55344
Phone: 952.401.4835
Fax: 952.401.7058
Mail: cbradehoft@iret.com