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):

August 9, 2022

URBAN EDGE PROPERTIES

URBAN EDGE PROPERTIES LP

(Exact name of Registrant as specified in its charter)

Maryland	(Urban Edge Properties)	001-36523	(Urban Edge Properties)	47-6311266
Delaware	(Urban Edge Properties LP)	333-212951-01	(Urban Edge Properties LP)	36-4791544
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

888 Seventh Avenue
New York	NY	10019
(Address of Principal Executive offices) (Zip Code)

Registrant’s telephone number including area code:	(212)	956-2556
Former name or former address, if changed since last report: N/A

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 (see General Instructions A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Urban Edge Properties

Title of class of registered securities	Trading symbol	Name of exchange on which registered
Common shares of beneficial interest, par value $0.01 per share	UE	The New York Stock Exchange

Urban Edge Properties LP

Title of class of registered securities	Trading symbol	Name of exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

        Urban Edge Properties  ☐                  Urban Edge Properties LP ☐

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.  

        Urban Edge Properties o                   Urban Edge Properties LP o   

This Current Report on Form 8-K is filed by Urban Edge Properties, a Maryland real estate investment trust (the “Company”), and Urban Edge Properties LP, a Delaware limited partnership through which the Company conducts substantially all of its operations (the “Operating Partnership”). The Company is the sole general partner of the Operating Partnership.

Item 1.01 Entry into a Material Definitive Agreement.

On August 9, 2022 the Operating Partnership entered into the First Amended and Restated Revolving Credit Agreement (the “Restated Credit Agreement”), by and among the Operating Partnership, as borrower, Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC and PNC Capital Markets LLC, as joint bookrunners, Wells Fargo Securities, LLC, PNC Capital Markets LLC, U.S. Bank National Association, Truist Securities, Inc. and TD Bank, N.A., as joint lead arrangers, PNC Bank, National Association, as syndication agent, U.S. Bank National Association, Truist Bank and TD Bank, N.A., as documentation agents, and the lender parties thereto. The Restated Credit Agreement amends and restates the Operating Partnership’s Revolving Credit Agreement entered into on January 15, 2015, as subsequently amended. The Restated Credit Agreement increases the available amount under the Operating Partnership’s revolving credit facility (the “Revolving Credit Facility”) from $600 million to $800 million, extends the term from January 29, 2024 to February 9, 2027 with two 6-month extension options, adjusts the applicable interest rates, and makes certain other modifications. The Revolving Credit Facility also contains an accordion feature, which allows the Operating Partnership to increase the total amount of unsecured indebtedness under the Revolving Credit Facility to $1.0 billion. Borrowings under the Revolving Credit Facility may be used to finance pre-development costs, development costs, acquisitions, working capital, equity investments, debt investments, capital expenditures and repayment of indebtedness, to pay fees and expenses incurred in connection with the Restated Credit Agreement and for other general corporate purposes. No amounts are currently drawn on the facility.

The Restated Credit Agreement includes a series of financial and other covenants that the Operating Partnership must comply with, including that the percentage of “Total Outstanding Indebtedness” to “Capitalization Value,” which is based on a 6.25% capitalization rate, each measured as of the last day of the most recently ended fiscal quarter, may not exceed 60% (or 65% for up to four consecutive fiscal quarters following any material acquisition); the ratio of “Combined EBITDA” to “Fixed Charges,” each measured as of the last day of the most recently ended fiscal quarter, may not be less than 1.50 to 1.00; the ratio of “Unencumbered Combined EBITDA” to “Unsecured Interest Expense,” each measured as of the last day of the most recently ended fiscal quarter, may not be less than 1.50 to 1.00; the percentage of “Unsecured Indebtedness” to “Capitalization Value of Unencumbered Assets,” each measured as of the last day of the most recently ended fiscal quarter, may not exceed 60% (or 65% for up to four consecutive fiscal quarters following any material acquisition); and the ratio of “Secured Indebtedness” to “Capitalization Value,” each measured as of the last day of the most recently ended fiscal quarter, may not exceed sixty percent (60%). The Restated Credit Agreement also contains standard representations and warranties and other covenants.

Obligations under the Restated Credit Agreement are senior unsecured obligations of the Operating Partnership and may be guaranteed by certain subsidiaries of the Operating Partnership, but the Company will not guarantee or be liable for amounts due under the Restated Credit Agreement.

The Operating Partnership is not required to repay any loans under the Revolving Credit Facility prior to maturity. The Operating Partnership may prepay all or any portion of the loans under the Revolving Credit Facility prior to maturity without premium or penalty, subject to reimbursement of certain costs of the lenders, and may reborrow loans that it has repaid. The Revolving Credit Facility includes usual and customary events of default for facilities of this nature (with applicable customary grace periods) and provides that, upon the occurrence and continuation of an event of default, payment of all amounts outstanding under the credit facility may be accelerated and the lenders’ commitments may be terminated.

The Restated Credit Agreement interest rate provisions transitioned from the London Interbank Offering Rate to the Secured Overnight Financing Rate (“SOFR”) on the effective date of the Restated Credit Agreement. The interest rates per annum applicable to loans under the Revolving Credit Facility are, at the Operating Partnership’s option, equal to either a SOFR-based rate or a base rate plus an applicable margin. The margin is based on the Operating Partnership’s ratio of total outstanding indebtedness to capitalization value (the “leverage ratio”), or, if the Operating Partnership meets the requirements pursuant to the Restated Credit Agreement and so elects, on the credit rating assigned to the Operating Partnership, and ranges from (i) 1.05% to 1.50% per annum based on the leverage ratio for SOFR loans and (ii) 0.05% to 0.50% per annum based on the leverage ratio for base rate loans. The current applicable margin is 1.10% for SOFR loans and 0.10% for base rate loans, based on the leverage ratio. In addition, the Restated Credit Agreement requires the payment of a facility fee, equal to 0.15% to 0.30%, on the $800 million committed capacity in respect of the Revolving Credit Facility, without regard to usage. The current facility fee rate is 0.15%, based on the Operating Partnership’s leverage ratio.

The Restated Credit Agreement provides that the applicable margins thereunder may be adjusted upwards or downwards, up to 0.02%, as a result of certain environmental, social and governance targets.

Certain of the banks and financial institutions that are parties to the Restated Credit Agreement and their respective affiliates have in the past provided, are currently providing, and in the future may continue to provide investment banking, commercial banking and other financial services to the Borrowers and their affiliates in the ordinary course of business for which they have received and will receive customary compensation.

The foregoing summary of the Restated Credit Agreement does not constitute a complete description of, and is qualified in its entirety by reference to, the terms of the Restated Credit Agreement, which will be filed as an exhibit to the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

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

The disclosure contained in Item 1.01 above is incorporated by reference herein into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On August 9, 2022, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is being “furnished” 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 Section 18, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits 

99.1	Press Release dated August 9, 2022
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

		URBAN EDGE PROPERTIES
		(Registrant)
Date: August 9, 2022	By:	/s/ Mark Langer
		Mark Langer, Executive Vice President and Chief Financial Officer

		URBAN EDGE PROPERTIES LP
		By: Urban Edge Properties, General Partner
Date: August 9, 2022	By:	/s/ Mark Langer
		Mark Langer, Executive Vice President and Chief Financial Officer

EX-99.1

Urban Edge Properties		For additional information:
888 Seventh Avenue		Mark Langer, EVP and
New York, NY 10019		Chief Financial Officer
212-956-2556
	FOR IMMEDIATE RELEASE:

Urban Edge Properties Increases its Unsecured Revolving Credit Facility to $800 Million and Extends Maturity

NEW YORK, NY, August 9, 2022 – Urban Edge Properties (NYSE:UE) announced that it has completed an amendment and restatement to its existing unsecured revolving credit facility increasing the size from $600 million to $800 million. Borrowings under the facility bear interest at a rate of SOFR plus 1.10% with an annual facility fee of 0.15% based on the current leverage ratio as defined in the facility. The recast facility also features an Environmental, Social and Governance (“ESG”) pricing provision whereby the applicable interest rate margin can be reduced if the Company meets certain sustainability performance targets. The facility was previously due to mature on January 29, 2024 and now has a maturity date of February 9, 2027 (or, February 9, 2028 if the company exercises each of its two six-month extension options). No amounts are currently drawn on the line of credit.

The joint lead arrangers and joint book-runners are Wells Fargo Securities, LLC and PNC Capital Markets LLC. The passive joint lead arrangers and documentation agents are U.S. Bank National Association, Truist Bank, and TD Bank, N.A.

Wells Fargo Bank, National Association will continue to be the administrative agent for the credit facility and PNC Bank, National Association will continue to be the syndication agent. Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., JPMorgan Chase Bank, N.A., and United Bank are also participants in the credit facility.

ABOUT URBAN EDGE PROPERTIES

Urban Edge Properties is a NYSE listed real estate investment trust focused on managing, acquiring, developing, and redeveloping retail real estate in urban communities, primarily in the Washington, D.C. to Boston corridor. Urban Edge owns 76 properties totaling 17.2 million square feet of gross leasable area.

XML

Cover page	Aug. 09, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 09, 2022
Entity Registrant Name	URBAN EDGE PROPERTIES
Entity Incorporation, State or Country Code	MD
Entity File Number	001-36523
Entity Tax Identification Number	47-6311266
Entity Address, Address Line One	888 Seventh Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	(212)
Local Phone Number	956-2556
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares of beneficial interest, par value $0.01 per share
Trading Symbol	UE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001611547
Amendment Flag	false
Urban Edge Properties LP
Entity Information [Line Items]
Entity Registrant Name	URBAN EDGE PROPERTIES LP
Entity Incorporation, State or Country Code	DE
Entity File Number	333-212951-01
Entity Tax Identification Number	36-4791544
Entity Emerging Growth Company	false