Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 14 2017 - 6:05AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-218635
URSTADT BIDDLE PROPERTIES
INC.
6.250% SERIES H
CUMULATIVE REDEEMABLE PREFERRED STOCK
(LIQUIDATION PREFERENCE $25.00 PER
SHARE)
Final Pricing Term
Sheet
September 13, 2017
Issuer:
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Urstadt Biddle Properties Inc.
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Security:
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6.250% Series H Cumulative Redeemable Preferred Stock (the
Series H Preferred Stock). This is the initial issuance of the Series H
Preferred Stock.
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Shares Offered:
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4,000,000 shares (4,600,000 shares if the overallotment
option is exercised in full)
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Trade Date:
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September 13, 2017
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Settlement and Delivery Date:
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September 18, 2017 (T+3)
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Public Offering Price:
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$25.00 per share; $100,000,000 total (assuming the
overallotment option is not exercised)
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Underwriting Discount:
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$0.7875 per share; $3,150,000 total (assuming the
overallotment option is not exercised)
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Net Proceeds to the Issuer,
Before Expenses:
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$24.2125 per share; $96,850,000 total (assuming the
overallotment option is not exercised)
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Dividend Rate:
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6.250% per annum of the $25.00 liquidation preference
($1.5625 per annum per share)
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Dividend Payment Date:
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On or about
January 31, April 30, July 31 and October 31 of each year
commencing on October 31, 2017
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Liquidation Preference:
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$25.00 per share liquidation preference, plus an amount equal
to any accrued and unpaid dividends to, but excluding, the date of
payment
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Optional Redemption:
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The
Series H Preferred Stock is not redeemable by the Issuer prior to
September 18, 2022, except under circumstances where it is necessary to
preserve the Issuers status as a REIT for U.S. federal income tax purposes
and except as described below upon the occurrence of a Change of Control.
On and after September 18, 2022, the Issuer may, at its option, redeem
shares of the Series H Preferred Stock, in whole or in part, at any
time or from time to time, for cash at a redemption price of $25.00 per
share, plus all accrued and unpaid dividends to, but excluding, the date
fixed for redemption.
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Special Optional Redemption:
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Upon
the occurrence of a Change of Control (as defined in the preliminary
prospectus supplement), the Issuer may, at its option and subject to
certain conditions, redeem the Series H Preferred Stock, in whole or in
part, within 120 days after the first date on which such Change of Control
occurred, for a cash redemption price per share of Series H Preferred
Stock equal to $25.00 plus any accumulated and unpaid dividends thereon
(whether or not declared) to, but not including, the redemption
date.
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Change of Control:
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Occurs when, after the original issuance of the Series H
Preferred Stock, the following have occurred and are
continuing:
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the acquisition by any
person, including any syndicate or group deemed to be a person under
Section 13(d)(3) of the Exchange Act, other than Exempted Persons (as
defined in Description of Series H Preferred Stock Special Optional
Redemption in the preliminary prospectus supplement), of beneficial
ownership, directly or indirectly, through a purchase, merger or other
acquisition transaction or series of purchases, mergers or other
acquisition transactions, of shares of the Issuers common stock and Class
A common stock entitling that person to exercise more than 50% of the
total voting power of all outstanding shares of the Issuers common stock
and Class A common stock entitled to vote generally in the election of
directors (and such a person will be deemed to have beneficial ownership
of all securities that such person has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence
of a subsequent condition); and
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following the closing of
any transaction referred to in the bullet point above, neither the Issuer
nor the acquiring or surviving entity has a class of common securities (or
ADRs representing such securities) listed or quoted on the NYSE, the NYSE
American or the NASDAQ, or listed or quoted on an exchange or quotation
system that is a successor to the NYSE, the NYSE American or the NASDAQ.
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Shares of Series H
Preferred Stock designated for redemption will not be eligible to be
converted upon the occurrence of a Change of Control as described below.
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Conversion Rights:
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Upon the occurrence of a
Change of Control, each holder of the Series H Preferred Stock will have
the right (unless, prior to the applicable conversion date, the Issuer has
provided notice of its election to redeem such shares of Series H
Preferred Stock) to convert all or part of the shares of Series H
Preferred Stock held by such holder on the applicable conversion date into
a number of shares of Class A common stock for each share of Series H
Preferred Stock equal to the lesser of:
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the quotient obtained by dividing (i) the
sum of $25.00 plus the amount of any accumulated and unpaid dividends
thereon (whether or not declared) to, but not including, the applicable
conversion date (unless the applicable conversion date is after a record
date set for payment of a dividend on the Series H Preferred Stock and on
or prior to the corresponding dividend payment date, in which case no
additional amount for such accrued and unpaid dividend will be included in
this sum) by (ii) the Class A Common Share Price (as defined in the
preliminary prospectus supplement); and
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2.3267, or the Share Cap, subject to
adjustments to the Share Cap for any splits, subdivisions or combinations
of the Class A common stock;
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in each case, on the
terms and subject to the conditions described in the preliminary
prospectus supplement, including provisions for the receipt, under
specified circumstances, of alternative consideration as described in the
preliminary prospectus supplement. See Description of the Series H
Preferred Stock Conversion Rights.
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Use of Proceeds:
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The
Issuer intends to use the net proceeds of this offering in connection with
the redemption of all of the outstanding shares of its Series F preferred
stock. The Issuer intends to use the remaining net proceeds, if any, for
other general purposes, which may include the repayment of outstanding
indebtedness, including borrowing under its credit facility; the
funding of capital improvements to its existing properties and the
acquisition of additional properties. Pending the use of the net proceeds
as described above, the Issuer may use the net proceeds to make
investments in short-term income-producing securities that are consistent
with its qualification as a REIT.
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Proposed NYSE Listing
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UBPPRH
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Symbol:
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CUSIP:
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917286 882
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ISIN:
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US9172868823
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Joint Book-Running Managers:
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BMO
Capital Markets Corp.
Wells Fargo Securities, LLC
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Co-Managers
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D.A.
Davidson & Co.
FBR Capital Markets & Co.
J.J.B. Hilliard,
W.L. Lyons, LLC
BNY Mellon Capital Markets, LLC
Deutsche Bank
Securities Inc.
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The Issuer has filed a registration
statement on Form S-3 (Registration No. 333-218635), including a base prospectus
dated June 26, 2017 and a preliminary prospectus supplement, dated September 13,
2017, with the SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus in that registration statement and
the preliminary prospectus supplement and other documents the Issuer has filed
with the SEC for more complete information about the Issuer and this offering.
You may get these documents for free by visiting EDGAR on the SECs Web site at
www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus and
related preliminary prospectus supplement if you request them from (i) BMO
Capital Markets Corp., by calling toll-free 1-800-414-3627 or by e-mail to
bmoprospectus@bmo.com, or (ii) Wells Fargo Securities, LLC, by calling toll-free
1-800-645-3751 or by e-mail to wfscustomerservice@wellsfargo.com.
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