United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 11, 2008
Commission
File Number 1-12803
URSTADT
BIDDLE PROPERTIES
INC.
(Exact
Name of Registrant in its
Charter)
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Maryland
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04-2458042
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer Identification
Number)
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321
Railroad Avenue, Greenwich,
CT
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06830
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including
area code: (203)
863-8200
N/A
(Former
Name or Former address, if Changed Since 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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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On
February 11, 2008, Urstadt Biddle Properties Inc. (the “Company”) entered into a
new $50 million unsecured revolving credit agreement with The Bank of New York
Mellon and Wells Fargo Bank, National Association, as the initial lenders,
The
Bank of New York Mellon, as administrative agent, and Wells Fargo Bank,
Association, as documentation agent. The agreement is guaranteed by
all of the Company’s subsidiaries (excluding limited partnerships of which the
Company is the general partner and subsidiaries that are the owners of
securitized real estate who are not permitted to guarantee the Company’s
indebtedness). Under the credit agreement, the Company can obtain
letters of credit up to an aggregate amount of $10 million.
Loans
made and letters of credit issued under the credit agreement can be used for
general business purposes, including, but not limited to, acquisitions, working
capital, capital expenditures, repayment of other indebtedness and approved
Company stock buyback programs.
The
lenders’ commitments under the credit agreement will terminate on February 11,
2011, the maturity date. The outstanding principal balance of
borrowings under the credit agreement, other than letters of credit, will be
due
on the maturity date. Letters of credit issued pursuant to the credit
agreement will have expiration dates that do not exceed one year from the issue
date, or, if earlier, 10 business days prior to the credit agreement’s maturity
date. The Company has the option to increase the capacity under the
credit agreement up to $100 million from $50 million to the extent banks (from
the existing lenders or otherwise) agree to provide the additional
commitment. In addition, the Company has the ability to extend the
maturity date of the facility for two additional one-year periods to February
11, 2013.
The
Company may elect to have loans under the credit agreement bear interest at
(a)
a Eurodollar rate based on LIBOR, plus an applicable margin of 0.85%, 0.100%
or
0.115%, depending on the percentage that the Company’s consolidated total
indebtedness represents of the gross asset value (as such terms are defined
in
the agreement), or (b) a base rate equal to the greater of The Bank of New
York
Mellon's prime rate or the federal funds rate plus 0.5%. The Company
will pay to a lender issuing a letter of credit a fee equal to 0.125% of the
letter of credit amount. In addition, the Company will pay a
quarterly commitment fee on the average daily unadvanced portion of the total
amount committed under the credit agreement at a rate of 0.175%, if borrowings
under the credit agreement are $25 million or less, or 0.125%, if borrowings
exceed $25 million. In respect of letters of credit, the Company will
pay a participation fee at a rate equal to the applicable margin described
above
times the average daily amount of each lender’s portion of undrawn amounts of
outstanding letters of credit.
The
credit agreement contains representations and financial and other affirmative
and negative covenants usual and customary for this type of
agreement. So long as any amounts remain outstanding or unpaid under
the credit agreement, the Company must satisfy certain financial
covenants: (1) unsecured indebtedness may not exceed $100 million;
(2) secured indebtedness may not exceed 35% of gross asset value, as determined
under the credit agreement; (3) total secured and unsecured indebtedness,
excluding preferred stock, may not be more than 50% of gross asset value; (4)
unsecured indebtedness may not exceed 50% of the eligible real asset value
of
unencumbered properties in the unencumbered asset pool as defined under the
credit agreement; (5) earnings before interest, taxes depreciation and
amortization must be at least 200% of fixed charges; (6) the net operating
income from unencumbered properties must be 200% of unsecured interest expense;
(7) not more than 15% of the gross asset value may be attributable to the
Company’s pro rata share of the value of unencumbered properties owned by
non-wholly owned subsidiaries or unconsolidated joint ventures; and (8) the
average (weighted on an economic basis) occupancy of un-mortgaged properties
in
the unencumbered asset pool must be at least 80%. For purposes of
these covenants, eligible real estate value is calculated as the sum of the
Company’s properties annualized net operating income capitalized at 8.0% and the
purchase price of any eligible real estate asset acquired during the prior
fiscal quarter. Gross asset value is calculated as the sum of (a)
eligible real estate value; (b) the Company’s pro rata share of eligible real
estate value of eligible joint venture assets; (c) cash and cash equivalents;
(d) marketable securities and (e) eligible mortgages and trade receivables,
as
defined in the agreement.
The
credit agreement includes usual and customary events of default and remedies
for
facilities of this nature (with customary grace periods, as applicable) and
provides that, upon the occurrence and continuation of an event of default,
payment of all amounts payable under the credit agreement may be accelerated
and/or the lenders’ commitments may be terminated. In addition, upon
the occurrence of certain insolvency or bankruptcy related events of default,
all amounts payable under the credit agreement will automatically become
immediately due and payable and the lenders’ commitments will automatically
terminate.
The
Company has customary corporate and commercial banking relationships with the
lenders and agents.
On
February 15, 2008, the Company issued the press release included as exhibit
99.1
to this Report, announcing the entry into the credit agreement.
Item
9.01
Financial Statements and Exhibits
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(a)
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Not
applicable
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(b)
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Not
applicable
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(c)
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Not
applicable
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(d)
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The
following exhibits are filed as part of this report:
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| 99.1 |
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Press
release dated February 15, 2008
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SIGNATURES
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.
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Date: February
15, 2008
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URSTADT
BIDDLE PROPERTIES INC.
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(Registrant)
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/s/
James R. Moore
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James
R. Moore
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Executive
Vice President & Chief Financial
Officer
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EXHIBIT
INDEX
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Number
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Exhibit
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99.1
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Press
release dated February 15, 2008
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