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): February 2, 2017 (January 31, 2017)

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:

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

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

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

o      Pre-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 January 31, 2017, the Company’s operating partnership, IRET Properties, a North Dakota Limited Partnership, entered into a Credit Agreement providing for an unsecured, variable interest rate, syndicated revolving line of credit with initial aggregate revolving credit commitments of $250 million from BMO Harris Bank N.A., KeyBank, National Association, PNC Bank, National Association, Royal Bank of Canada, U.S. Bank National Association, Associated Bank, National Association, Bank of North Dakota and Raymond James Bank, N.A. as lenders (“Line of Credit”). Bank of Montreal serves as Administrative Agent; KeyBank, National Association and PNC Bank, National Association as Syndication Agents; and BMO Capital Markets Corp., Keybanc Capital Markets Inc. and PNC Capital Markets, LLC as Joint Lead Arrangers and Joint Book Runners.

The Line of Credit contains a $250 million accordion option, which exercise is subject to the satisfaction of certain conditions, but the maximum borrowing capacity of the Line of Credit will be based on the value of an unencumbered asset pool (“UAP”). The UAP may not consist of less than 15 properties that meet certain eligibility criteria, and eligible properties may be added and removed from the UAP subject to the satisfaction of certain conditions. The Line of Credit is guaranteed by the Company, the general partner of the operating partnership and each subsidiary that owns a UAP property; will accrue interest at a rate based either on a margin percentage over the Lender’s Base Rate, ranging from 0.6% to 1.25%, or on a margin percentage over LIBOR, ranging from 1.6% to 2.25%, based on the Company’s total leverage ratio; and has a four year termination date which may be extended for an additional one year period subject to the satisfaction of certain conditions.  The Line of Credit also requires the payment of customary fees and contains covenants, representations and warranties and events of default customary for credit facilities of this type.

The foregoing summary of the principal terms of the Credit Agreement is qualified by reference to the Credit Agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended January 31, 2017.

Item 7.01.             Regulation FD Disclosure.

On February 2, 2017, the Company issued a press release announcing the Line of Credit, 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 9.01              Financial Statements and Exhibits

(d)   Exhibits

Exhibit
Number	Description
99.1	Press Release dated February 2, 2017.

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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: February 2, 2017	By:	/s/ Timothy P. Mihalick
		Timothy P. Mihalick
		Chief Executive Officer

3

EX-99.1

Exhibit 99.1

IRET Announces Further Progress in Strategic Transformation

- Executes a New $250 Million Corporate Credit Facility —

- Completes Sale of 10 Senior Housing Assets for $119.5 Million -

MINOT, N.D., February 2, 2017 — IRET (NYSE: IRET) today announced that on January 31, 2017, its operating partnership, IRET Properties, a North Dakota Limited Partnership, entered into a new unsecured, syndicated revolving credit facility with commitments totaling $250 million.  The new facility has a four year initial term and one year extension option, and a $250 million accordion feature, the exercise of which is subject to certain conditions.  Borrowings on the new facility will bear interest at grid pricing either of the Lender’s Base Rate plus 60 to 125 basis points or of LIBOR plus 160 to 225 basis points, based on corporate leverage.

Additionally, IRET today announced that it has completed the sale of ten senior housing properties, containing 900 units, on January 18, 2017 and February 1, 2017, by closing on two of the six previously announced sale agreements, for a combined total sales price of $119.5 million.  After retiring mortgage debt and paying other closing costs, IRET  received net cash proceeds of approximately $105.5 million, of which $48 million was used to pay down IRET’s prior credit facility, which was retired on January 31, 2017, $40 million was applied to the new credit facility with the remaining proceeds used for general corporate purposes. The properties were sold to wholly-owned subsidiaries of Edgewood Properties, LLLP, which is an affiliate of the tenants that leased and operated the properties prior to the sales.  Including sales of senior housing properties in 2016, IRET has now sold 18 of its 34 senior housing properties for a combined sales price of $163.4 million.  IRET expects to close on the sale of the remaining 16 senior housing properties and one multifamily asset pursuant to the four outstanding sale agreements no later than by April 28, 2017.

“With the sales of another ten senior housing properties, and the execution of a new, larger, unsecured credit facility, we continue to make meaningful strides in our transition to a premier multifamily company built on financial flexibility,” said Chief Executive Officer, Tim Mihalick.  “These steps will not only strengthen our financial position, but allow us to recycle capital into multifamily assets and help support our future growth.  We have made significant progress to date, and are focused on executing on our strategic initiatives and building long term value for our shareholders.”

About IRET

IRET focuses on the acquisition, development, redevelopment and management of multifamily communities located primarily in select growth markets throughout the Midwest. As of October 31, 2016, IRET owned interests in 130 properties that were held for investment, consisting of: (1) 86 multifamily properties consisting of 12,751 units, and (2) 44 commercial properties, including 30 healthcare properties, containing a total of approximately 2.7 million square feet of leasable space. IRET’s common shares and Series B preferred shares are publicly traded on the New York Stock Exchange (NYSE symbols: IRET and IRETPRB, respectively). IRET’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, including statements regarding IRET’s plans and expectations with respect to its strategic transformation, 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:  changes in operating costs; the effect of government regulation; the availability of capital; changes in general and local economic and real estate market conditions; IRET’s ability to complete acquisitions and dispositions on attractive terms, or at all; IRET’s ability to manage its current debt levels and repay or refinance its indebtedness upon maturity or other payment dates; IRET’s ability to maintain financial covenant compliance under its debt agreements; fluctuations in interest rates; IRET’s ability to maintain effective internal controls over financial reporting and disclosure controls and procedures; competition; IRET’s ability to attract and retain skilled personnel; and those

risks and uncertainties detailed from time to time in IRET’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended April 30, 2016.  We assume no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

CONTACT INFO

Investor Relations

Stephen Swett
phone: 701-837-7104
email: IR@iret.com