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): January 6, 2021

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.)

3100 10th Street SW, 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

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, no par value	CSR	New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares	CSR-PRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, Investors Real Estate Trust, doing business as Centerspace (the “Company”), Centerspace, LP, a North Dakota limited partnership formerly known as IRET Properties, A North Dakota Limited Partnership (the “Partnership”), and Centerspace, Inc., a North Dakota corporation formerly known as IRET, Inc. (“General Partner”), and certain other subsidiaries of the Company are parties to a Note Purchase and Private Shelf Agreement dated September 13, 2019 (the “Note Agreement”) with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”). Pursuant to the Note Agreement, the Partnership issued and sold to PGIM (i) $75,000,000 aggregate principal amount of its unsecured 3.84% Series A Senior Notes due September 13, 2029, and (ii) $50,000,000 aggregate principal amount of its unsecured 3.69% Series B Senior Notes due September 30, 2028. Under the Note Agreement, the Company could issue from time to time additional senior promissory notes, with the aggregate principal amount not to exceed $150,000,000 at any time.

On January 6, 2021, the Company and the other parties to the Note Agreement entered into Amendment No. 1 to Note Purchase and Private Shelf Agreement (the “Amendment”) to increase the aggregate principal amount of senior promissory notes available for issuance under the Note Agreement from $150,000,000 to $225,000,000, and to extend the period during which senior promissory notes may be issued from September 13, 2022 to January 7, 2024.

Under the Note Agreement and Amendment, on January 6, 2021 the Partnership issued and sold $50,000,000 aggregate principal amount of its unsecured 2.70% Series C Senior Notes due June 6, 2030 (the “Series C Notes”). The Series C Notes were issued in a private placement, and the proceeds thereof are being used to finance the acquisition of Union Pointe (defined below) and for other corporate purposes. Interest on the Series C Notes accrues at 2.70% and is payable quarterly. The Partnership may prepay the outstanding principal amount under the Series C Notes at any time, subject to the terms of the Note Agreement. The obligations of the Partnership under the Series C Notes may be accelerated upon the occurrence of an event of default under the Note Agreement, which includes customary events of default.

In connection with the issuance of the Series C Notes, on January 6, 2021 the Company, General Partner and certain other subsidiaries of the Company, each as guarantor, entered into a Confirmation of Guaranty Agreement, pursuant to which the guarantors confirmed that the obligations under the Series C Notes are guaranteed by several Guaranty Agreements dated September 13, 2019 and September 30, 2019, which Guaranty Agreements cover senior promissory notes issued under the Note Agreement.

The foregoing descriptions of the Amendment, the Series C Notes, and the Confirmation of Guaranty Agreement are qualified in their entirety by reference to the full and complete terms of these documents, which are attached as Exhibits 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 above regarding the Company’s entry into the Amendment is incorporated by reference.

Item 7.01. Regulation FD

A press release relating to the Company entering into the Amendment as well as its acquisition of Union Pointe Apartment Homes in Longmont, Colorado (“Union Pointe”) is attached hereto as Exhibit 99.1. The press release also has been posted on the Company’s website.

The information in this Item 7.01, including the press release furnished as 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, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01    Financial Statements and Exhibits

(d)Exhibits

Exhibit
Number	Description
4.1	Amendment No. 1 to Note Purchase and Private Shelf Agreement, dated January 6, 2021, by and among Investors Real Estate Trust, doing business as Centerspace, Centerspace, LP, a North Dakota limited partnership, Centerspace, Inc., a North Dakota corporation, and certain other subsidiaries of Investors Real Estate Trust, PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc.
4.2	Form of Series C Senior Note
4.3	Confirmation of Guaranty Agreement
99.1	Press Release dated January 6, 2021 announcing the Amendment to Note Purchase and Private Shelf Agreement and Acquisition of Union Pointe
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document.

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
	By	/s/ Mark O. Decker, Jr.
		Mark O. Decker, Jr.
Date: January 6, 2021		President and Chief Executive Officer

EX-4.1

January 6, 2021

Centerspace, LP

800 LaSalle Avenue, Suite 1600

Minneapolis, Minnesota 55402

Re: Amendment No. 1 to Note Purchase and Private Shelf Agreement

Ladies and Gentlemen:

Reference is made to that certain Note Purchase and Private Shelf Agreement, dated as of September 13, 2019 (the “Note Agreement”), between Centerspace, LP, a North Dakota limited partnership (formerly known as IRET Properties, a North Dakota Limited Partnership, the “Company”), Investors Real Estate Trust, a real estate investment trust organized under the laws of North Dakota (the “Parent”), Centerspace, Inc., a North Dakota corporation (formerly known as IRET, Inc.,“General Partner”), each of those entities set forth on Schedule I attached hereto, on the one hand, and PGIM, Inc. (“Prudential”), the Initial Purchasers named in the Purchaser Schedule attached thereto and each Prudential Affiliate which becomes bound thereby, on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement.

The Company has requested that Prudential and the Required Holders amend the Note Agreement as set forth below. Subject to the terms and conditions hereof, and provided that the Company agrees to the modifications of the Note Agreement set forth below, Prudential and the holders of the Notes are willing to agree to the Company’s requests.

Accordingly, and in accordance with the provisions of paragraph 11C of the Note Agreement, the parties hereto agree as follows:

SECTION 1. Amendments to the Note Agreement. Effective upon the Effective Date (as defined in Section 2 hereof), the parties hereto agree that the Note Agreement is amended as follows:

1.1. Paragraph 2B(1) of the Note Agreement is amended and restated in its entirety as follows:

2B(1). Facility. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, $225,000,000 minus the aggregate principal amount of Notes outstanding pursuant to this Agreement, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

1.2. Clause (i) of paragraph 2B(2) of the Note Agreement is amended and restated in its entirety as follows:

(i) January 7, 2024 (or if such date is not a Business Day, the Business Day next preceding such date)

SECTION 2. Effectiveness. The amendments described in Section 1 above shall become effective on the date (the “Effective Date”) when each of the following conditions has been satisfied:

2.1. Documents. Prudential and each holder of Notes shall have received original counterparts or, if satisfactory to Prudential or such holder, certified or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance satisfactory to Prudential or such holder, dated the date hereof unless otherwise indicated, and on the date hereof in full force and effect:

(a) a counterpart hereof duly executed by the Company, each Guarantor, Prudential and the Required Holder(s); and

(b) such other certificates, documents and agreements as Prudential or such Holder may reasonably request.

2.2. Fees and Expenses. The Company shall have paid the reasonable fees, charges and disbursements of Schiff Hardin LLP, special counsel to Prudential and the Holders incurred in connection with this letter, provided that the Company shall have received the invoice therefor at least 1 Business Day in advance.

2.3. Representations and Warranties. The representations and warranties of the Company and the Guarantors in Section 3 hereof shall be true and correct on the Effective Date.

2.4. Structuring Fee. Prudential shall have received payment of the structuring fee referred to in Section 4.

2.4. Proceedings. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in substance and form to Prudential and its counsel, and Prudential and each holder of the Notes shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.

SECTION 3. Representations and Warranties. To induce Prudential and the holders of the Notes to execute and deliver this letter, the Company and each Guarantor hereby jointly and severally represents, warrants and covenants that (1) the execution and delivery of this letter have been duly authorized by all necessary corporate, limited liability company or trust action on behalf of the Company and each Guarantor and this letter has been executed and delivered by a duly authorized officer of the Company and each Guarantor, and all necessary or required consents to this letter have been obtained and are in full force and effect, (2) after giving effect to the amendments to the Note Agreement in Section 1 hereof, the representations and warranties contained in paragraph 8 of the Note Agreement are true and correct on and as of the Effective Date with the same effect as if made on such date and (3) both before and after giving effect to this letter, no Event of Default or Default exists or has occurred and is continuing on the date hereof.

SECTION 4. Structuring Fee. The Company agrees to pay to Prudential (or at the direction of Prudential) a structuring fee equal to $25,000 by wire transfer of immediately available funds.

SECTION 5. Reference to and Effect on Note Agreement. Upon the effectiveness of the amendments in this letter, each reference to the Note Agreement in any other document, instrument or agreement shall mean and be a reference to the Note Agreement as modified by

this letter. Except as specifically set forth in Section 1 of this letter, the Note Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically set forth in Section 1 of this letter, the execution, delivery and effectiveness of this letter shall not (a) amend the Note Agreement, any Note or any other Transaction Document, (b) operate as a waiver of any right, power or remedy of the holder of any Note, or (c) constitute a waiver of, or consent to any departure from, any provision of the Note Agreement, any Note or any other Transaction Document at any time. The Company acknowledges and agrees that no holder of any Notes is under any duty or obligation of any kind or nature whatsoever to grant the Company any additional waivers or consents of any type, whether or not under similar circumstances, and no course of dealing or course of performance shall be deemed to have occurred as a result of the amendments herein.

SECTION 6.Expenses. The Company hereby confirms its obligation under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by Prudential, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by Prudential and the holders of the Notes in connection with this letter agreement or the transactions contemplated hereby, in enforcing any rights under this letter, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this letter or the transactions contemplated hereby. The obligations of the Company under this Section 6 shall survive transfer by any holder of any Note and payment of any Note.

SECTION 7.Reaffirmation. Each Guarantor hereby consents to the foregoing amendments to the Note Agreement and hereby ratifies and reaffirms all of their payment and performance obligations, contingent or otherwise, under the Guaranty Agreement to which it is a party after giving effect to such amendments. Each Guarantor hereby acknowledges that, notwithstanding the foregoing amendments, that the Guaranty Agreement to which it is a party remains in full force and effect and is hereby ratified and confirmed. Without limiting the generality of the foregoing, each Guarantor agrees and confirms that the Guaranty Agreement to which it is a party continues to guaranty the obligations of the Company arising under or in connection with the Note Agreement, as amended by this letter agreement. The execution of this letter agreement shall not operate as a novation, waiver of any right, power or remedy of any holder of Notes under any Guaranty Agreement.

SECTION 8. Governing Law. THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

SECTION 9. Counterparts; Facsimile Signature Pages; Section Titles. This letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this letter. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

[signature pages follow]

Very truly yours, PGIM, INC. By : /s/ J. Alex Stuart Vice President

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: /s/ J. Alex Stuart

Second Vice President

PRUDENTIAL TERM REINSURANCE     COMPANY

By: PGIM, Inc., as investment manager

By:/s/ J. Alex Stuart Vice President

GIBRALTAR UNIVERSAL LIFE REINSURANCE COMPANY

By: PGIM, Inc., as investment manager

By:/s/ J. Alex Stuart Vice President

THE GIBRALTAR LIFE INSURANCE CO., LTD.

By: PGIM Japan Co., Ltd., as Investment Manager By: PGIM, Inc., as Sub-Adviser

By: /s/ J. Alex Stuart Vice President

UNITED OF OMAHA LIFE INSURANCE COMPANY

By: PGIM Private Placement Investors, L.P.

(as Investment Advisor) By: PGIM Private Placement Investors, Inc.

(as its General Partner)

By : /s/ J. Alex Stuart Vice President

PICA HARTFORD LIFE & ANNUITY GUL TRUST

By: The Prudential Insurance Company of America, as Grantor

By : /s/ J. Alex Stuart Second Vice President

PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

By: PGIM, Inc., as investment manager

By:/s/ J. Alex Stuart Vice President

PRUDENTIAL ARIZONA REINSURANCE UNIVERSAL COMPANY

By: PGIM, Inc., as investment manager

By : /s/ J. Alex Stuart Vice President

Agreed and accepted: CENTERSPACE, LP

By: Centerspace, Inc.

Its: General Partner

By: /s/ John A. Kirchmann

Name: John A. Kirchmann Title: Executive Vice President and Chief Financial Officer

CENTERSPACE, INC.

By: /s/ John A. Kirchmann

Name: John A. Kirchmann Title: Executive Vice President and Chief Financial Officer

INVESTORS REAL ESTATE TRUST

By: /s/ John A. Kirchmann

Name: John A. Kirchmann Title: Executive Vice President and Chief Financial Officer

IRET – GRAND GATEWAY APARTMENTS, LLC

IRET – HOMESTEAD GARDENS II, LLC

IRET – RIVER RIDGE APARTMENTS, LLC

IRET – VALLEY PARK MANOR, LLC

By: /s/ John A. Kirchmann

Name: John A. Kirchmann Title: Vice President and Treasurer

SCHEDULE I

1.IRET – Grand Gateway Apartments, LLC, a Delaware limited liability company

2.IRET – Homestead Gardens II, LLC, a Delaware limited liability company

3.IRET – River Ridge Apartments, LLC, a North Dakota limited liability company

4.IRET – Valley Park Manor, LLC, a North Dakota limited liability company

EX-4.2

FORM Centerspace, LP

2.70% SENIOR SERIES C NOTE DUE JUNE 6, 2030

No. C-1

ORIGINAL PRINCIPAL AMOUNT:$ ___________________________

ORIGINAL ISSUE DATE: January 6, 2021

INTEREST RATE: 2.70%

INTEREST PAYMENT DATES: Quarterly, in arrears on March 6, June 6, September 6 and December 6 of each year, commencing on March 6, 2021

FINAL MATURITY DATE: June 6, 2030

PRINCIPAL PREPAYMENT DATES AND AMOUNTS: None, bullet due at maturity

PPN: 15202@ AA0

FOR VALUE RECEIVED, the undersigned, Centerspace, LP, a North Dakota limited partnership (formerly known as IRET Properties, A North Dakota Limited Partnership, a limited partnership organized and existing under the laws of the State of North Dakota) (herein called the “Company”), hereby promises to pay to ___________________________________, or registered assigns, the principal sum of _______________________________ DOLLARS on the Final Maturity Date specified above with interest (computed on the basis of a 360-day year—30-day month) (a) on the unpaid balance thereof at the Interest Rate per annum specified above from the date hereof, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) (i) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield Maintenance Amount, any overdue payment of interest (to the extent permitted by applicable law), and (ii) during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) of this Series of Notes, on the entire unpaid principal balance hereof, at a rate per annum from time to time equal to the Default Rate, payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand). The “Default Rate” shall mean a rate per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law, and (ii) the greater of (a) 2.00% over the Interest Rate specified above or (b) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, National Association, from time to time in New York City as its Prime Rate.

Payments of principal of, interest on and any Yield Maintenance Amount payable with respect to this Note are to be made at the main office of JPMorgan Chase Bank, National Association, in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase and Private Shelf Agreement, dated as of September 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, herein called the “Agreement”), between the Company, on the one hand, and PGIM, Inc., the Initial Purchasers named in the Purchaser Schedule attached thereto and each

Prudential Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits thereof.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement, but not otherwise.

This Note is guaranteed pursuant to one or more Guaranty Agreements executed by certain guarantors. Reference is made to such Guaranty Agreements for a statement concerning the terms and conditions governing such guarantee of the obligations of the Company hereunder.

The Company and any and all endorsers, guarantors and sureties severally waive grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate, notice of acceleration (except to the extent required in the Agreement), protest and diligence in collecting in connection with this Note, whether now or hereafter required by applicable law.

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.

Capitalized terms used herein which are defined in the Agreement and not otherwise defined herein shall have the meanings as defined in the Agreement.

[Signature page follows]

2

THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS NOTE TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH THE LAWS OF ANY OTHER JURISDICTION).

CENTERSPACE, LP

By: Centerspace, Inc.

Its: General Partner

By:    

    Name: John A. Kirchmann

    Title: Executive Vice President and Chief Financial Officer

EX-4.3

CONFIRMATION OF GUARANTY AGREEMENT

THIS CONFIRMATION OF GUARANTY AGREEMENT (this “Confirmation”) is entered into as of January 6, 2021 on a joint and several basis by each of the undersigned (which parties are hereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor of the holders of the Notes (as defined below) from time to time (the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meanings given in the Note Agreement, as defined below.

WHEREAS, each of the Guarantors is an affiliate of Centerspace, LP (formerly known as IRET Properties, A North Dakota Limited Partnership, the “Company”);

WHEREAS, the Company, PGIM, Inc. (“Prudential”), the Guarantors and the Purchasers (as defined in the Note Purchase and Private Shelf Agreement) are parties to that certain Note Purchase and Private Shelf Agreement, dated as of September 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”).

WHEREAS, each Guarantor is party to a Guaranty Agreement, dated as of September 13, 2019 or dated as of September 30, 2019, as applicable (collectively, the “Guaranty Agreement”), under which each Guarantor has guaranteed the Company’s obligations under the Note Agreement and the Notes.

WHEREAS, pursuant to that certain Request for Purchase dated as of December 29, 2020 and that certain Confirmation of Acceptance dated as of December 29, 2020, the Company will issue and certain Prudential Affiliates (the “Series CPurchasers”) will purchase the Company’s 2.70% Senior Series C Notes Due June 6, 2030 (the “Series C Notes”).

WHEREAS, each Guarantor will benefit from the proceeds of the issuance of the Series C Notes.

WHEREAS, the Holders have required as a condition to the effectiveness of the Series C Purchasers’ obligations to purchase the Series C Notes that each of the Guarantors execute and deliver this Confirmation, and that each Guarantor reaffirm that the Guaranty Agreement guarantees the liabilities and obligations of the Company under the Series C Notes.

Now, Therefore, in order to induce, and in consideration of, the purchase of the Series C Notes by the Series C Purchasers, each Guarantor hereby, jointly and severally, covenants and agrees with, and represents and warrants to, each of the Series C Purchasers and each Holder from time to time of the Notes as follows:

1.    Confirmation of Guaranty Agreement. Each Guarantor hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Guaranty Agreement, and confirms and agrees that each reference in the Guaranty Agreement to the Guaranteed Obligations includes the obligations of the Company under the Series C Notes. Each Guarantor acknowledges that the Guaranty Agreement remains in full force and effect and

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is hereby ratified and confirmed. Without limiting the generality of the foregoing, each Guarantor hereby acknowledges and confirms that it intends that the Guaranty Agreement will continue to secure, to the fullest extent provided thereby, the payment and performance of all Guaranteed Obligations, including, without limitation, the payment and performance of the obligations of the Company under the Series C Notes. Each Guarantor confirms and agrees that, with respect to the Guaranty Agreement, each and every covenant, condition, obligation, representation (except those representations which relate only to a specific date, which are confirmed as of such date only), warranty and provision set forth therein is, and shall continue to be, in full force and effect and are hereby confirmed and ratified in all respects.

2.    Successors and Assigns. All covenants and other agreements contained in this Confirmation by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Holder of a Note) whether so expressed or not.

3.    No Waiver. The execution of this Confirmation shall not operate as a novation, waiver of any right, power or remedy of Prudential or any Holder, nor constitute a waiver of any provision of the Note Agreement or any Note.

4.    Governing Law. This Confirmation shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

5.    Severability. Any provision of this Confirmation that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

6.    Counterparts. This Confirmation may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

7.    Section Headings. The section headings herein are for convenience of reference only, and shall not affect in any way the interpretation of any of the provisions hereof.

8.    Authorization. Each Guarantor is duly authorized to execute and deliver this Confirmation and is and will continue to be duly authorized to perform its obligations under the Guaranty Agreement.

9.    No Defenses. Each Guarantor hereby represents and warrants to, and covenants that, as of the date hereof, (a) such Guarantor has no defenses, offsets or counterclaims of any kind or nature whatsoever against Prudential or any Holder with respect to the Guaranteed Obligations (as defined in the Guaranty Agreement) or any action previously taken or not taken

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by Prudential or any Holder with respect thereto, and (b) that Prudential and each Holder has fully performed all obligations to such Guarantor which it may have had or has on and as of the date hereof.

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IN WITNESS WHEREOF, this Confirmation of Guaranty Agreement has been duly executed and delivered as of the date first above written.

GUARANTORS:

CENTERSPACE, INC.

By: /s/ John A. Kirchmann

Name: John A. Kirchmann

Title: Executive Vice President and Chief Financial

Officer

INVESTORS REAL ESTATE TRUST

By: /s/ John A. Kirchmann

Name: John A. Kirchmann

Title: Executive Vice President and Chief Financial                     

Officer

IRET – GRAND GATEWAY APARTMENTS, LLC

IRET – HOMESTEAD GARDENS II, LLC

IRET – RIVER RIDGE APARTMENTS, LLC

IRET – VALLEY PARK MANOR, LLC

By: /s/ John A. Kirchmann

Name: John A. Kirchmann

Title: Vice President and Treasurer

[Signature Page to Confirmation of Guaranty Agreement]

EX-99.1

FOR IMMEDIATE RELEASE     Contact Information

Emily Miller, Investor Relations

Phone : (701) 837-7104

E-mail : IR@centerspacehomes.com

CENTERSPACE CONTINUES GROWTH IN DENVER MARKET AND PRICES UNSECURED NOTES

MINNEAPOLIS, MN, January 6, 2021 – Centerspace (NYSE: CSR) announced today that it has acquired Union Pointe Apartment Homes in Longmont, Colorado, for an aggregate purchase price of $76.9 million. Constructed in 2019, Union Pointe consists of 256 homes on 13 acres in the rapidly growing city of Longmont with convenient access to Boulder and Denver. As of January 5, 2021, Union Pointe was 94% occupied with average rents of $1,582 per month.

Centerspace also issued $50 million of 2.7% unsecured Series C Notes due June 6, 2030, with Prudential Private Capital. In concert with the issuance, Centerspace amended and expanded its Note Purchase Private Shelf Agreement (the “Agreement”) with Prudential to increase the aggregate amount available under the Agreement from $150 million to $225 million. Proceeds from the Series C Notes were used to fund the acquisition of Union Pointe and for other corporate purposes. After the close of the Series C Notes, Centerspace has $175 million outstanding with an additional $50 million of capacity remaining under the Agreement.

“Acquiring Union Pointe and expanding our partnership with Prudential is an outstanding way to start the year,” said Mark O. Decker, Jr., Centerspace’s President and CEO. “We were able to add a brand new community that is well located in a growing submarket to further enhance our portfolio quality. Accessing the private placement market once again with Prudential allows us to continue to build flexibility and durability into our balance sheet.”

About Centerspace

Centerspace is an owner and operator of apartment communities committed to providing great homes by focusing on integrity and serving others. Founded in 1970, the company now owns 68 apartment communities consisting of 12,166 homes located in Colorado, Minnesota, Montana, Nebraska, North Dakota, and South Dakota. Centerspace was named a Top Workplace for 2020 by the Minneapolis Star Tribune. For more information, please visit www.centerspacehomes.com.

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If you would like more information about this topic, please contact Emily Miller, Investor Relations, at (701) 837-7104 or IR@centerspacehomes.com.

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Cover Page Cover Page	Jan. 06, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 06, 2021
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Entity Incorporation, State or Country Code	ND
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Entity Emerging Growth Company	false
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Common Shares
Entity Information [Line Items]
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Trading Symbol	CSR
Security Exchange Name	NYSE
Series C Cumulative Redeemable Preferred Shares
Entity Information [Line Items]
Title of 12(b) Security	Series C Cumulative Redeemable Preferred Shares
Trading Symbol	CSR-PRC
Security Exchange Name	NYSE