FREEHOLD, N.J., April 25, 2019 /PRNewswire/ -- UMH
Properties, Inc. (NYSE: UMH) today announced the pricing of an
underwritten public offering of 3,600,000 shares of its 6.75%
Series C Cumulative Redeemable Preferred Stock (the "Series C
Preferred Stock") at an offering price of $25.00 per share. The Company has granted
the underwriters a 30-day over-allotment option to purchase up to
an additional 400,000 shares of Series C Preferred Stock. The
shares of Series C Preferred Stock being offered will form a single
series with, will have the same terms as, and will vote as a single
class with, the 5,750,000 outstanding shares of Series C Preferred
Stock issued in July 2017 and will
rank on a parity with the Company's outstanding 8.0% Series B
Cumulative Redeemable Preferred Stock and its outstanding 6.375%
Series D Cumulative Redeemable Preferred Stock. After giving
effect to the offering, the Company will have a total of 9,350,000
shares of Series C Preferred Stock outstanding (9,750,000 shares if
the underwriters' over-allotment option is fully exercised).
The Series C Preferred Stock is listed on The New York Stock
Exchange under the symbol "UMH PRC." The Series C Preferred
Stock has a $25.00 liquidation value
per share.
The Company expects to receive net proceeds from the offering
before expenses of approximately $87.2
million and expects to close the transaction on or about
April 29, 2019. The Company
plans to use the proceeds from the offering for general corporate
purposes, which may include the 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.
The joint bookrunning managers for the offering were BMO Capital
Markets Corp. and J.P. Morgan Securities LLC. Co-managers for the
offering were B. Riley FBR, Inc., D.A. Davidson & Co., and
Janney Montgomery Scott, LLC.
UMH, a publicly-owned REIT, owns and operates 118 manufactured
home communities located in New
Jersey, New York,
Ohio, Pennsylvania, Tennessee, Indiana, Michigan and Maryland. In addition, the
Company owns a portfolio of REIT securities.
The Series C Preferred Stock is being issued pursuant to a
prospectus supplement and accompanying prospectus under an
effective shelf registration statement filed with the Securities
and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale or offer to buy these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction. Any
offer of the securities will be made only by means of a prospectus,
forming part of the effective registration statement, the
applicable preliminary prospectus supplement and other related
documents. Copies of the prospectus supplement and
accompanying prospectus can be obtained by contacting: BMO Capital
Markets Corp or J.P. Morgan Securities LLC. You should direct any
requests to BMO Capital Markets Corp., Attention: Syndicate
Department, 3 Times Square, 25th Floor, New York, New York, 10036 or by telephone at
(800) 414 – 3627 or by email at bmoprospectus@bmo.com or to
J.P. Morgan Securities LLC, Attention: Investment Grade Syndicate
Desk, 383 Madison Avenue, New York, New
York, 10179 or by telephone at (212) 834-4533. You may also
obtain a copy of the prospectus and the prospectus supplement,
subject to completion, and other documents the Company has filed
with the Securities and Exchange Commission for free by visiting
the Commission's web site at http://www.sec.gov.
Certain statements included in this press release which are not
historical facts may be deemed forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Although the Company believes the expectations
reflected in any forward-looking statements are based on reasonable
assumptions, the Company can provide no assurance those
expectations will be achieved. These risks include, among
others, changes in the general economic climate, increased
competition in the geographic areas in which the Company operates,
changes in government laws and regulations and the ability of the
Company to continue to identify, negotiate and acquire properties
on terms favorable to the Company. Additional information
concerning these and other factors that could cause actual results
to differ materially from those forward-looking statements is
contained from time to time in the Company's SEC filings,
including, but not limited to, Item 1A. Risk Factors in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2018. Copies of
each filing may be obtained from the Company or the SEC.
Consequently, such forward-looking statements should be regarded
solely as reflections of the Company's current operating plans and
estimates. Actual operating results may differ materially
from what is expressed or forecast in this press release. Except as
otherwise required by applicable securities law, the Company
undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date these statements
were made.
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SOURCE UMH Properties, Inc.