On March 31, 2016, UMH Properties, Inc. (the "Company") entered into purchase agreements with certain institutional investors pursuant to which the Company agreed to sell a total of 2,000,000 shares of its 8.0% Series B Cumulative Redeemable Preferred Stock, par value $0.10 per share, with a liquidation preference of $25.00 per share (the "Series B Preferred Stock"), in a registered direct placement at a purchase price of $25.50 per share.  The Company's total net proceeds from the offering, after deducting the placement agent's fee and other estimated offering expenses, is expected to be approximately $49.1 million.  The offering is expected to close on or about April 5, 2016, subject to satisfaction of customary closing conditions.  The Company intends to use the proceeds of this offering for general corporate purposes, which may include 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.

 In connection with the offering, the Company entered into a placement agent agreement dated March 31, 2016 with CSCA Capital Advisors, LLC ("CSCA") pursuant to which CSCA agreed to act as the Company's placement agent.  As placement agent, CSCA will receive a placement agent fee equal to 3-1/8% of the gross proceeds from the offering, plus certain expenses.  In the ordinary course of business, CSCA and/or its affiliates have engaged, and may in the future engage, in financial advisory, investment banking and other transactions with the Company for which customary compensation has been, and will be, paid.

The shares of Series B Preferred Stock are being offered and sold pursuant to the Company's prospectus supplement dated March 31, 2016 (the "Prospectus Supplement") which supplements the Company's prospectus filed with the Securities and Exchange Commission (the "SEC") pursuant to the Company's Registration Statement on Form S-3 (File No. 333-209078), filed with the SEC on January 21, 2016, as Amended by Amendment No .1 thereto filed with the Commission on February 5, 2016 and declared effective on February 5, 2016 (the "Registration Statement").  The shares of Series B Preferred Stock being offered and sold will form a single series with, will have the same terms as, and will vote as a single class with, the 1,801,200 outstanding shares of Series B Preferred Stock issued in October 2015 and will rank on a parity with the Company's outstanding 8.25% Series A Cumulative Redeemable Preferred Stock, par value $0.10 per share (the "Series A Preferred Stock"), of which 3,663,800 shares are currently outstanding, with respect to dividend rights and rights upon liquidation, dissolution or winding up.  The Series B Preferred Stock is described in the Company's Registration Statement and the Prospectus Supplement.  After giving effect to the issuance of the 2,000,000 shares of Series B Preferred Stock being offered and sold, the Company will have a total of 3,801,200 shares of Series B Preferred Stock outstanding.  The shares of Series B Preferred Stock are listed on the New York Stock Exchange under the symbol "UMH PRB."

The foregoing summaries of the terms of the purchase agreements and placement agent agreement are only a brief description of certain terms therein, do not purport to be a complete description of the rights and obligations of the parties thereunder, and are qualified in their entirety by such documents attached hereto.  A copy of the form of purchase agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.  A copy of the placement agent agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

Increase in Authorized Shares

On April 4, 2016, the Company filed with the Department of Assessments and Taxation of the State of Maryland (the "Maryland Department") an amendment (the "Articles of Amendment") to the Company's Articles of Incorporation (the "Articles") to increase the Company's authorized shares of common stock, par value $0.10 per share ("Common Stock").  As a result of this amendment, the Company's total authorized shares were increased from 70,663,800 shares (classified as 62,000,000 shares of Common Stock, 3,663,800 shares of Series A Preferred Stock, 2,000,000 shares of Series B Preferred Stock and 3,000,000 shares of excess stock, par value $0.10 per share ("Excess Stock")) to 81,663,800 shares (classified as 73,000,000 shares of Common Stock, 3,663,800 shares of Series A Preferred Stock, 2,000,000 shares of Series B Preferred Stock and 3,000,000 shares of Excess Stock).  The foregoing description of the Articles of Amendment is qualified in its entirety by reference to

 

 

the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Reclassification of Two Million Shares of Common Stock as Additional Shares of Series B Preferred Stock

On April 4, 2016, after the filing of the Articles of Amendment, the Company also filed with the Maryland Department Articles Supplementary (the "Articles Supplementary") reclassifying and designating 2,000,000 shares of the Company's authorized and unissued shares of Common Stock as additional shares of Series B Preferred Stock.  The reclassification decreased the number of shares classified as Common Stock from 73,000,000 shares immediately prior to the reclassification (taking into account the Articles of Amendment) to 71,000,000 shares immediately after the reclassification.  The foregoing description of the Articles Supplementary is qualified in its entirety by reference to the Articles Supplementary, a copy of which is filed as Exhibit 3.2 to this Form 8-K and incorporated herein by reference.

After giving effect to the filing of the Articles of Amendment and the Articles Supplementary on April 4, 2016, the authorized capital stock of the Company consists of 81,663,800 shares, classified as 71,000,000 shares of Common Stock, 3,663,800 shares of Series A Preferred Stock, 4,000,000 shares of Series B Preferred Stock, and 3,000,000 shares of Excess Stock.

The information set forth in Item 3.03 above with respect to the Articles of Amendment and the Articles Supplementary is incorporated in this Item 5.03 in its entirety.

The Company issued a press release concerning the offering of the Series B Preferred Stock on April 1, 2016.  This press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

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