First Real Estate Investment Trust of New Jersey: Completion of Acquisition or Disposition of Assets – Form 8-K

UNITED STATES

SECURITY AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K


REPORT IN PROGRESS

In accordance with Article 13 or 15 (d) of the
1934 Stock Exchange Act

Report date (Date of first reported event):

January 7, 2022

NEW JERSEY’S FIRST REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of the declarant as specified in the charter)

Maryland 000-25043 22-1697095

(State or other jurisdiction of incorporation)

(Commission
File number)

(IRS employer
ID number.)

505, main street, Hackensack, New Jersey 07601

(Address of the main executive offices)

(Postal code)

Cardholder’s phone number, including area code: (201)488-6400

(Old name or old address, if changed since the last report)

Check the appropriate box below if the filing of Form 8-K is intended to simultaneously satisfy the filing obligation of the filer under any of the following provisions (see General Instruction A.2. Below ):

??

Written communications in accordance with Rule 425 of the Securities Act (17 CFR 230.425)

??

Solicitation of documents in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

??

Pre-launch communications in accordance with Rule 14d-2 (b) of the Exchange Act (17 CFR 240.14d-2 (b))

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Pre-launch communications pursuant to Exchange Act Rule 13e-4 (c) (17 CFR 240.13e-4 (c))

Securities registered in accordance with Article 12 (b) of the Law:

Title of each class

Trade
Symbol (s)

Name of each exchange on which registered

Common shares, par value $ 0.01 per share FREVS OTC Pink Market

Indicate with a check mark whether the declarant is an emerging growth company within the meaning of rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or of rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging, growing company ??

If this is an emerging growth company, indicate with a check mark whether the declarant has chosen not to use the extended transition period to comply with any new or revised financial accounting standards provided for under Article 13 (a) of the Exchange Act. ??

2

Section 1 – Activities and operations of the holder

Item 2.01 Completion of Acquisition or Disposal of Assets.

Purchase and sale contract

First Real Estate Investment Trust of New Jersey, Inc. (“FREIT”) previously reported that on November 22, 2021, certain affiliates (the “sellers” of FREIT entered into an agreement to buy and sell (the ” ‘buy and sell’) with MCB Acquisition Company, LLC (the “Buyer”), under which the Sellers have agreed to sell three properties (the “Properties”) to the Buyer. The properties consist of one shopping center, office building and multi-family apartment community owned by Grande Rotunda, LLC (the “Rotunda Property”), a shopping mall owned by Damascus Center, LLC (the “Damascus Property”), and a shopping mall owned by WestFREIT Corp. (the “Westridge Square Property”). FREIT owns 100% of its subsidiary WestFREIT Corp. (“WestFREIT”), a 60% interest in Grande Rotunda, LLC (“Grande Rotunda”) , the joint venture that owns the Rotunda property, and a 70% stake in ns Damascus Center, LLC (“Damascus Center”), the joint venture that owns the Damascus property.

In a current report on Form 8-K filed on January 6, 2022, FREIT indicated that the sale of the Rotunda property was completed on December 30, 2021 and included financial information and pro forma financial information regarding the sale of the Rotunda property. . as well as the planned sales of the Damascus property and the Westridge Square property.

On January 7, 2022, the sale of the Westridge Square property was completed by WestFREIT and the purchaser for a purchase price of $ 20,984,604. WestFREIT paid net cash outflows from sale of approximately $ 0.7 million, after payment of related mortgage debt of approximately $ 21.1 million and certain transaction costs and transfer rights . In addition, the purchaser has deposited a total of $ 1,015,396 in escrow in respect of certain leases of the Westridge Square property where the start date of the rent has not occurred or where the economic obligations of WestFREIT under some leases remain unpaid. The sale of the Westridge Square property resulted in a net gain of approximately $ 8.7 million for FREIT, which includes proceeds of approximately $ 0.7 million expected to be released on the $ 1,015,396 held. in escrow.

On January 10, 2022, the sale of the Damascus property was closed by Damascus Center and the buyer for a purchase price of $ 36,685,067. The Damascus Center received net proceeds from the sale of approximately $ 16.9 million after payment of related mortgage debt of approximately $ 18.2 million and certain transaction costs and rights. mutation. In addition, the buyer has deposited a total of $ 484,934 in receivership in respect of certain leases of the Damascus property where the start date of the rent has not occurred or where the economic obligations of the Damascus Center under some leases remain unpaid. Sale of the Damascus property resulted in a net gain of approximately $ 10.1 million for FREIT, which includes proceeds of approximately $ 0.4 million expected to be released on the $ 484,934 held on hand. third.

Section 9 – Financial statements and supporting documents

Item 9.01 Financial statements and supporting documents

(b) Pro forma financial statements

Pro forma financial information regarding the sale of the properties was filed with the Securities and Exchange Commission by FREIT on January 6, 2022 under section 9.01 of its current report on Form 8-K dated December 30, 2021, which information is incorporated herein. by reference.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the declarant has duly caused this report to be signed on his behalf by the undersigned, duly authorized.

FIRST REAL ESTATE INVESTMENT
TRUSTED BY NEW JERSEY, INC.

(Incumbent)

Through:

/ s / Robert S. Hekemian, Jr.

Robert S. Hekemian, Jr.

President and CEO

Date: January 12, 2022