8-K

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):  August 31, 2016 (August 26, 2016)

INVESTORS REAL ESTATE TRUST

(Exact name of Registrant as specified in its charter)

North Dakota	001-35624	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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On August 26, 2016, IRET Properties, a North Dakota Limited Partnership and the operating partnership of Investors Real Estate Trust (“Company”), and various of its subsidiaries (collectively, “IRET”) entered into six separate Agreements for Sale and Purchase of Property (collectively, the “Agreements”) with Edgewood Properties Management LLC, Edgewood Properties, LLP and various of its affiliates and subsidiaries (collectively, “Buyer”). Under these Agreements, IRET will sell 26 senior housing properties and one multifamily property located in MN, MT, NE, ND, SD and WY (collectively, “Properties”), “as is” and “where is” to the Buyer for approximately $236.0 million in cash (collectively, “Sales”), as described below in more detail:

·Agreement between IRET Properties and its subsidiary LSREF Golden Property 14 (WY), LLC, collectively as the seller, and LSREF Golden OPS 14 (WY) LLC, Edgewood Properties Management LLC and Edgewood Properties, LLLP, collectively as the buyer, to sell 5 senior housing properties for $53 million.

·Agreement between IRET Properties, as the seller, and Edgewoodvista Senior Living, Inc., Edgewood Properties Management LLC and Edgewood Properties, LLLP, collectively as the buyer, to sell 2 senior housing properties for approximately $36.8 million.

·Agreement between IRET Properties, as the seller, and Edgewoodvista Senior Living, Inc., Edgewood Properties Management LLC and Edgewood Properties, LLLP, collectively as the buyer, to sell 4 senior housing properties for approximately $32.3 million.

·Agreement between IRET Properties and its subsidiary EVI Grand Cities, LLC, collectively as the seller, and Edgewoodvista Senior Living, Inc., Edgewood Properties Management LLC and Edgewood Properties, LLLP, collectively as the buyer, to sell 5 senior housing properties for approximately $71 million.

·Agreement between IRET Properties and its subsidiaries EVI Billings, LLC, EVI Sioux Falls, LLC and IRET-Minot EV, LLC, collectively as the seller, and Edgewoodvista Senior Living, Inc., Edgewood Properties Management LLC and Edgewood Properties, LLLP, collectively as the buyer, to sell 9 senior housing properties for approximately $28.8 million.

·Agreement between IRET Properties and its subsidiary IRET-SH 1, LLC, collectively as the seller, and Edgewoodvista Senior Living, Inc., Edgewood Properties Management LLC and Edgewood Properties, LLLP, collectively as the buyer, to sell one senior housing property and one multifamily property for $14 million (“Sartell Property”).

Under the Agreements, each Sale is contingent on the closing of all the Sales. If the Buyer resells any of the Properties within 12 months of the closing date of the Sales, the Buyer will pay IRET an additional amount equal to 5% of the purchase price allocated to such Properties resold.

The Sales are subject to various closing conditions and contingencies, including the Buyer obtaining the necessary approvals to own the Properties and the financing to purchase the Properties. It is anticipated that the Sales will close in January 2017, but no later than by April 28, 2017.

The Buyer can terminate these Agreements and receive a return of its earnest money under several situations, including any of IRET’s representations and warranties in the Agreements become inaccurate (which have not been cured), Buyer’s discovery of unacceptable conditions with the title commitments or property surveys (which have not been cured or removed), Property is damaged or destroyed before closing in an amount exceeding $2.5 million (or $1 million for the Sartell Property), or Buyer’s dissatisfaction with the Property for any reason if Buyer terminates on or before the 60-day inspection period ends (“Inspection Deadline”). IRET can terminate these Agreements under several situations, including IRET receives a superior bona fide offer prior to the Inspection Deadline, upon IRET’s return of the earnest money and payment of a breakage fee, or the Buyer fails to close on the Sales by April 28, 2017 even though the conditions precedent have been satisfied or waived, whereby IRET will retain the earnest money as liquidation damages.

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Currently, IRET is leasing the Properties, except the Sartell Property, to affiliates of the Buyer. In addition, pursuant to the terms of commercial leases between IRET and affiliates of the Buyer, on May 2, 2016, such affiliates exercised their options to purchase 8 other senior housing properties for a sales price of approximately $43.5 million. The Properties under the Agreements and the additional properties under the options comprise IRET’s total senior housing portfolio.

Item 7.01.Regulation FD Disclosure.

On August 31, 2016, the Company issued a press release announcing the Sales of senior housing, as described above, which is attached hereto as Exhibit 99.1.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

Exhibit
Number	Description
99.1	Press Release dated August 31, 2016.

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: August 31, 2016	By:	/s/ Timothy P. Mihalick
		Timothy P. Mihalick
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Investors Real Estate Trust Announces Planned Dispositions of Senior Housing Properties for $236.0 Million

- Expected Closings in Calendar 2017 -

-Would Complete Exit from Senior Housing Portfolio-

(Minot, ND) — August 31, 2016 - Investors Real Estate Trust (NYSE: IRET) (NYSE: IRETPR) (NYSE: IRETPRB) (the “Company”), a real estate investment trust focusing on the acquisition, development, redevelopment and management of multifamily communities located primarily in select growth markets throughout the Midwest, today announced that it has entered into six separate sales agreements with several affiliates of Edgewood Senior Living for the planned disposition of 26 of the Company’s senior housing properties, and one multifamily property, for a total of approximately $236.0 million.  Affiliates of the buyers currently lease 25 of the 26 senior housing properties from the Company.  The Company expects these sales to close in calendar 2017.  These sales are in addition to the previously-announced exercise of purchase options by affiliates of the buyers, who are current tenants, to purchase 8 senior housing properties the Company owns in Idaho for a total of approximately $43.5 million.  If all of these transactions close, the Company will have completely disposed of its senior housing portfolio for a total of approximately $279.5 million.

“The sale of our senior housing properties is a significant step in our efforts to transform IRET into a pure play Multifamily company,” stated Chief Executive Officer Tim Mihalick.  “As we move forward, these transactions unlock significant value within our portfolio and provide capital for new investments, while we enhance our operating platform, strengthen our balance sheet and drive cash flow.  We remain excited about our pipeline of opportunities, focusing on our long term strategic growth objective to drive long term value for our shareholders.”

The sales are subject to certain closing conditions, including that each sale is contingent on the closing of all of the sales. The details of the six sales are outlined below.

·The Company entered into a sale agreement for five senior housing properties containing 386 rentable units, located in Cheyenne, Casper, and Laramie, Wyoming, for a total of $53.0 million.

·The Company entered into a sale agreement for two senior housing properties containing 256 rentable units, located in Hermantown, Minnesota, for a total of approximately $36.8 million.

·The Company entered into a sale agreement for four senior housing properties containing 220 rentable units, located in Virginia, Minnesota, Kalispell, Montana and Omaha and Hastings, Nebraska, for a total of approximately $32.3 million.

·The Company entered into a sale agreement for five senior housing properties containing 514 rentable units, located in East Grand Forks and Brainerd, Minnesota, Bismarck and Fargo, North Dakota and Rapid City South Dakota, for approximately $71.0 million.

·The Company entered into a sale agreement for 9 senior housing properties containing 278 rental units, located in various States including North Dakota, South Dakota, Nebraska and Montana, for approximately $28.8 million.

·The Company entered into a sale agreement for one senior housing property containing 97 rentable units and one townhome property containing 24 rentable units, located in Sartell, Minnesota, for $14.0 million.

BMO Capital Markets Corp. acted as financial advisor to the Company in connection with the sale transactions.

About Investors Real Estate Trust

Investors Real Estate Trust (IRET) focuses on the acquisition, development, redevelopment and management of multifamily communities located primarily in select growth markets throughout the Midwest.  As of April 30, 2016, the Company owned interests in 146 properties, consisting of: (1) 99 multifamily properties consisting of 12,950 units, and (2) 47 commercial properties, including 31 healthcare properties, containing a total of approximately 2.9 million square feet of leasable space.  IRET’s common shares, Series A preferred shares and Series B preferred shares are publicly traded on the New York Stock Exchange (NYSE symbols: IRET, IRETPR and IRETPRB, respectively). The Company’s press releases and supplemental information are available on its website at www.iret.com or by contacting Investor Relations at 701-837-7104.

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from projected results.  Such risks, uncertainties and other factors include, but are not limited to: the closing of the sales of senior housing properties, fluctuations in interest rates, the effect of government regulation, the availability of capital, changes in general and local economic and real estate market conditions, competition, our ability to attract and retain skilled personnel, and those risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for fiscal year ended April 30, 2016.  We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.