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): January 5, 2022

CENTERSPACE

(Exact name of Registrant as specified in its charter)

3100 10th Street SW, Post Office Box 1988, Minot, ND 58702-1988

(Address of principal executive offices) (Zip code)

(701) 837-4738

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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

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 3.02. Unregistered Sales of Equity Securities.

On January 4, Centerspace, LP, the operating partnership (the “Operating Partnership”) of Centerspace (the “Company”), issued 209,155.68 Common Operating Partnership Units (“OP Units”) to pay a portion of the purchase price of three real estate assets in Minneapolis, Minnesota (the “Acquired Properties”), comprising 267 homes, which had an aggregate purchase price of $68.1 million. For purposes of the acquisitions, the OP Units, which are convertible on a one-for-one basis to Common Shares of the Company.

The securities described in this Item 3.02 were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. Each of the offerings was made to the owners of the Acquired Properties (the “Sellers”), each of whom was an “accredited investor” (as defined by Rule 501 under the Securities Act). The Company relied on these exemptions from registration based in part on the representations made by the Sellers, including the representations with respect to their status as accredited investors, as such term is defined in Rule 501(a) of the Securities Act, and their investment intent.

Item 7.01. Regulation FD Disclosure.

On January 5, 2022, the Company issued a press release about the acquisition of the Acquired properties, as well as the acquisition of a property in Denver, Colorado, and preliminary sales results under the Company’s At-the-Market Program for the fiscal quarter ended December 31, 2021. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

ITEM 9.01    Financial Statements and Exhibits

(d)Exhibits

SIGNATURE

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.

Document

FOR IMMEDIATE RELEASE             Contact Information

Emily Miller, Investor Relations

Phone : (701) 837-7104

E-mail : IR@centerspacehomes.com

CENTERSPACE ANNOUNCES INVESTMENT ACTIVITY IN MINNEAPOLIS AND DENVER

MINNEAPOLIS, MN, January 5, 2022 – Centerspace (NYSE: CSR) announced today that it recently closed on the acquisition of a portfolio of three communities in Minneapolis and one community in Denver for an aggregate purchase price of $131.1 million. The acquisitions were financed through the assumption of $41.6 million of debt and the issuance of 209,156 common operating partnership units. The balance was funded with cash on hand. The Company also announced that it raised $70.3 million through the issuance of 721,141 common shares under its ATM program in the fourth quarter of 2021.

In the Minneapolis market, Centerspace purchased 191 homes at the 2015-built Martin Blu in Eden Prairie for a purchase price of $48.0 million. The Minneapolis portfolio also included two smaller communities in Minneapolis: Zest, built in 2016, and Elements, built in 2015. Combined Zest and Elements are 76 homes, and the purchase price was $20.1. These three communities will add 267 homes to Centerspace’s Minneapolis portfolio, where the company now provides 5,177 homes. The acquired communities are subject to approximately $41.6 million in mortgage liabilities, which was assumed at a rate of 4.13% and a weighted average maturity of 8.7 years. As part of the transaction consideration, the Company will provide tax protection to the holders of the common operating partnership units for five years. In Denver, Centerspace acquired Civic Lofts located in the Golden Triangle neighborhood of Denver for an aggregate purchase price of $63.0 million. Constructed in 2019, Civic Lofts consists of 176 homes and features 1,600 square feet of street-level retail. Centerspace entered the Denver market in 2017 and now provides 1,889 homes in six communities there.

“These communities are great additions to our portfolio - all well located in great sub-markets, newer and provide a wonderful place to live in our key markets of Minneapolis and Denver. We’re pleased that we were able to match-fund these investments with our ATM issuances,” said Mark O. Decker, Jr., Centerspace’s President and CEO. “In 2022 we will focus on the strategic priorities of enhancing our portfolio quality and resident experience, and growing distributable cash flow and core FFO while providing great homes for our residents, our team, and our investors.”

About Centerspace

Centerspace is an owner and operator of apartment communities committed to providing great homes by focusing on integrity and serving others. Founded in 1970, the company currently owns 83 apartment communities consisting of 14,718 homes located in Colorado, Minnesota, Montana, Nebraska, North Dakota, and South Dakota. Centerspace was named a Top Workplace for 2021 by the Minneapolis Star Tribune. For more information, please visit www.centerspacehomes.com.

If you would like more information about this topic, please contact Emily Miller, Investor Relations, at (701) 837-7104 or IR@centerspacehomes.com.