8-K 1 a15-1092_18k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2015

URBAN EDGE PROPERTIES

(Exact Name of Registrant as Specified in Charter)

Maryland |  | No. 001-36523 |  | No. 47-6311266
(State or Other |  | (Commission |  | (IRS Employer
Jurisdiction of |  | File Number) |  | Identification No.)
Incorporation) |  |  |  |

888 Seventh Avenue New York, New York |  | 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.):

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

Items 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a copy of a presentation, dated January 5, 2015, to be used by management of Urban Edge Properties (“UE”), a wholly-owned subsidiary of Vornado Realty Trust (“Vornado”), that is to be spun-off by Vornado effective as of January 15, 2015. A copy of the presentation is available on UE’s website.

FORWARD-LOOKING STATEMENTS

The accompanying presentation and related discussion contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of performance. They represent UE’s intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. UE’s future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this presentation. We also note the following forward-looking statements that have been included in this presentation: UE’s financial projections and UE’s covenant projections, in the case of UE’s development and redevelopment projects, the estimated completion date, estimated project cost and cost to complete such projects; estimates of future capital expenditures, dividends to common and preferred shareholders and operating partnership distributions; uncertainties as to the timing of the spin-off and whether it will be completed, the possibility that various closing conditions to the spin-off may not be satisfied or waived, the expected tax treatment of the spin-off, the composition of the spin-off portfolio, the possibility that third-party consents required to transfer certain properties in the spin-off will not be received, the impact of the spin-off on UE, the timing of and costs associated with property improvements, financing commitments, and general competitive factors. Many of the factors that will determine the outcome of these and UE’s other forward-looking statements are beyond UE’s ability to control or predict. For further discussion of factors that could materially affect the outcome of UE’s forward-looking statements and UE’s future results and financial condition, see “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in UE’s Information Statement, dated as of December 30, 2014. You are cautioned not to place undue reliance on UE’s forward-looking statements, which speak only as of the date of the presentation. All subsequent written and oral forward-looking statements attributable to UE or any person on UE’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. UE does not undertake any obligation to release publicly any revisions to these forward-looking statement to reflect events or circumstances occurring after the date of the presentation.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 or furnished with this Current Report on Form 8-K 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 under that Section and shall not be deemed to be incorporated by reference into any filing of Urban Edge Properties, under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Investor Presentation, dated January 5, 2015.

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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.

| URBAN EDGE PROPERTIES
| (Registrant)
| By: | /s/ Donald P. Casey
| Name: | Donald P. Casey
| Title: | General Counsel and Secretary

Date: January 5, 2015

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Exhibit Index

99.1 Investor Presentation, dated January 5, 2015.

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