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): September 3, 2020

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)	(Commission File Number)	(I.R.S. Employer Identification No.)

1400 31st Avenue SW, Suite 60, Post Office Box 1988, Minot, ND 58702-1988

(Address of principal executive offices, including zip code)

(701) 837-4738

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐ 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 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	IRET	New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares	IRET-C	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐  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 8.01 Other Events.

On September 3, 2020, in connection with the expiration of its automatic shelf registration statement on Form S-3 (File No. 333-220378) that was filed with the Securities and Exchange Commission (the “SEC”) on September 7, 2017 (the “Prior Registration Statement”), Investors Real Estate Trust (the “Company”) filed a new automatic shelf registration statement on Form S-3 (File No. 333-248572) (the “New Registration Statement”), which became effective immediately upon filing. In connection with the filing of the New Registration Statement, on September 3, 2020, the Company filed with the SEC a prospectus supplement (the “New Prospectus Supplement”) relating to the Company’s existing “at the market offering” program (the “ATM Program”), which was previously registered under the Prior Registration Statement. The New Prospectus Supplement covers the offering of the Company’s common shares of beneficial interest, no par value per share (“common shares”), that remain unsold under the ATM Program pursuant to the Equity Distribution Agreement entered into on November 7, 2019 among the Company, IRET Properties, a North Dakota Limited Partnership, and BMO Capital Markets Corp., Robert W. Baird & Co. Incorporated, BTIG, LLC, Jefferies LLC and Raymond James & Associates, Inc. (each, an “Agent” and collectively, the “Agents”).

Sales of common shares under the ATM Program, if any, will be made by means of transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, through ordinary brokers’ transactions or as otherwise agreed upon by one or more of the Agents and the Company. The Company may also agree to sell common shares to one or more of the Agents, as principal(s) for its or their own account, on terms to which the Company and such Agent(s) agree in a separate agreement at the time of sale. The common shares that may be sold under the ATM Program have an aggregate offering price of up to $150,000,000. Prior to the date of the New Prospectus Supplement, the Company had already sold common shares having an aggregate offering price of $80,012,957 under the ATM Program, resulting in common shares having an aggregate offering price of up to $69,987,043 remaining available for sale thereunder. The New Prospectus Supplement continues the ATM Program previously covered by a prospectus supplement that was filed by the Company with the SEC on November 7, 2019 under the Prior Registration Statement.

A copy of the opinion of Dorsey & Whitney LLP is filed as Exhibit 5.1 to this Current Report relating to the legality of the common shares offered pursuant to the ATM Program under the New Prospectus Supplement and is filed with reference to, and is hereby incorporated by reference into, the New Registration Statement. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Company’s common shares, and there shall not be any sale of such common shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of the Company’s common shares is being made only by means of a prospectus and related prospectus supplement.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number	Description
5.1	Opinion of Dorsey & Whitney LLP
23.1	Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Investors Real Estate Trust
Date: September 3, 2020	By:	/s/ Mark O. Decker, Jr.
		Mark O. Decker, Jr. President and Chief Executive Officer

EX-5.1

Exhibit 5.1

September 3, 2020

Investors Real Estate Trust

800 LaSalle Ave., Suite 1600

Minneapolis, MN 55402

Re: Registration Statement on Form S-3 (File No. 333-248572)

Ladies and Gentlemen:

We have acted as counsel to Investors Real Estate Trust, a North Dakota real estate investment trust (the “Company”), in connection with the filing by the Company of the above- captioned registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of securities of the Company to be offered from time to time. We have also acted as counsel to the Company in connection with a prospectus supplement dated September 3, 2020 (the “Prospectus Supplement”) to the prospectus dated September 3, 2020 (together, the “Prospectus”) relating to the offer and sale by the Company under the Registration Statement of its common shares of beneficial ownership, no par value per share, having an aggregate offering price of up to $69,987,403 (the “Shares”) in accordance with that certain Equity Distribution Agreement, dated as of November 7, 2019 (the “Distribution Agreement”), among the Company, IRET Properties, a North Dakota Limited Partnership, and BMO Capital Markets Corp., BTIG, LLC, Jefferies LLC, Raymond James & Associates, Inc. and Robert W. Baird & Co. Incorporated, as agents. The Shares had previously been offered pursuant to a prospectus supplement dated November 7, 2019 under an earlier registration statement on Form S-3 (File No. 333-220378) which will expire on September 7, 2020. The Prospectus Supplement is being filed under the Registration Statement to continue the offer and sale of the Shares pursuant to the Distribution Agreement.

We have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.

As to questions of fact material to our opinions, we have relied upon the certificates of officers of the Company and of public officials.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and delivered by the Company against payment therefor in accordance with the terms of the Distribution Agreement and the resolutions of the Board of Trustees of the Company, adopted by written action dated November 5, 2019, and at a meeting on August 20, 2020, will be validly issued, fully paid and non-assessable.

50 South Sixth Street  |  Suite 1500  |  Minneapolis, MN  |  55402-1498  |  T 612.340.2600  |  F 612.340.2868  |  dorsey.com

Investors Real Estate Trust

Page 2

Our opinions expressed above are limited to the laws of the State of North Dakota.

We hereby consent to your filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal matters” contained in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Dorsey & Whitney LLP

CCH/RGH

XML

Document and Entity Information	Sep. 03, 2020
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000798359
Document Type	8-K
Document Period End Date	Sep. 03, 2020
Entity Registrant Name	INVESTORS REAL ESTATE TRUST
Entity Incorporation State Country Code	ND
Entity File Number	001-35624
Entity Tax Identification Number	45-0311232
Entity Address, Address Line One	1400 31st Avenue SW
Entity Address, Address Line Two	Suite 60
Entity Address, Address Line Three	Post Office Box 1988
Entity Address, City or Town	Minot
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58702
City Area Code	(701)
Local Phone Number	837-4738
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Shares of Beneficial Interest, no par value
Trading Symbol	IRET
Security Exchange Name	NYSE
Redeemable Convertible Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Series C Cumulative Redeemable Preferred Shares
Trading Symbol	IRET-C
Security Exchange Name	NYSE