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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) December 6, 2021 (November 30, 2021)

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)

Massachusetts | 0-12138 | 04-2619298
(State or Other Jurisdiction | (Commission | (IRS Employer
of Incorporation) | File Number) | Identification Number)

39 Brighton Avenue, Allston, Massachusetts | 02134
(Address of Principal Executive Offices) | (Zip Code)

Registrant’s telephone number, including area code (617) 783-0039

N/A

(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 (see General Instruction A.2. below):

¨ 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(g) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
CLASS A LIMITED PARTNERSHIP UNITS |  | NEN |  | NYSE AMERICAN

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 1.01 Entry Into a Material Definitive Agreement.

The information set forth in Item 2.03 of this Current Report on Form 8-K is hereby incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 30, 2021, New England Realty Associates Limited Partnership (the “Partnership”), entered into a Master Credit Facility Agreement ( the “Facility Agreement”) with Keybank National Association (“Keybank”) dated as of November 30, 2021, with the initial advance in the amount of $156,000,000, at a fixed interest rate of 2.97%. The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents and Security Agreement and Fixture Filings (“Mortgages”).

The Partnership used the proceeds to pay down approximately $65,000,000 of existing debt secured by 11 properties, along with approximately $3,100,000 in prepayment penalties. The remaining balance of approximately $88,000,000 will be used for general partnership purposes.

The description of the material terms and conditions of the Master Credit Facility Agreement and Mortgages are qualified by reference to the text of the respective documents, which are filed as Exhibit 10.1 and Exhibit 10.2 respectively with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

10.1         Master Credit Facility Agreement dated as of November 30, 2021, by and between Keybank National Association as the Lender, and New England Realty Associates Limited Partnership as the Borrower.

10.2         Mortgage, Assignment of Leases and Rents and Security Agreement and Fixture Filings dated November 30, 2021 by and between New England Realty Associates Limited Partnership and Keybank National Association

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

| NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
| By: | NewReal, Inc., its General Partner
|  | By | /s/ Ronald Brown
|  |  | Ronald Brown, its President
Date December 6, 2021 |

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