Subsequent Events |
6 Months Ended |
|---|---|
Apr. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 13 – Subsequent Events:
Approval of Plan of Voluntary Liquidation
On May 12, 2026, FREIT’s Board unanimously determined advisable and approved a Plan of Voluntary Liquidation (the “Plan of Voluntary Liquidation”). The Plan of Voluntary Liquidation provides for the Company’s complete liquidation and dissolution in accordance with Section 331, Section 336 and Section 346(a) of the Internal Revenue Code of 1986, as amended, and the Maryland General Corporation Law. Effectiveness of the Plan of Voluntary Liquidation is subject to approval by the affirmative vote of the holders of Common Stock entitled to cast a majority of all the votes entitled to be cast on the matter. FREIT currently anticipates that the Plan of Voluntary Liquidation will be submitted for stockholder approval at a special meeting of the stockholders, expected to occur in the Fall of 2026.
Upon the effectiveness of the Plan of Voluntary Liquidation and pursuant thereto, the Company is authorized to sell, convey, transfer and deliver or otherwise dispose of, or cause its subsidiaries to sell, convey, transfer and deliver or otherwise dispose of, all of their remaining assets, without further approval of the stockholders. The Plan of Voluntary Liquidation further provides that upon a determination of the Board, the Company may transfer and assign any remaining assets of the Company and its subsidiaries to a liquidating trust (a “Liquidating Trust”), subject to the terms of the Plan of Voluntary Liquidation, and the Board may cause the Company to make the final distribution to the Company’s stockholders as a distribution in kind of beneficial interests in the Liquidating Trust, at such time as the Board deems appropriate or advantageous in its discretion.
Upon the adoption of the Plan of Liquidation, FREIT will cease reporting on the going concern basis of accounting and reporting, and thereafter will report on the liquidation basis of accounting and reporting.
Third Amendment to Management Agreement
On May 13, 2026, FREIT entered into a Third Amendment to the Management Agreement dated November 1, 2001 between the Company and Hekemian & Co. The Third Amendment provides that upon the closing of any sale or other disposition of the Company’s entire direct or indirect interest in each property managed by Hekemian & Co, including sales or dispositions of a managed property in furtherance of the Plan of Voluntary Liquidation, the Management Agreement shall automatically terminate with respect to such property and the Company shall pay to Hekemian & Co. (a) any and all commissions and fees for management services and reimbursement required to be paid by the Company pursuant to the Management Agreement in respect of the applicable property up to the termination date, calculated on a pro rata basis plus (b) a termination fee in respect to such property equal to the product of (x) the Company’s direct or indirect percentage ownership interest in such property times (y) 2.5 times (z) one (1) year’s Base Management Fee in respect of such property. The Base Management Fee is computed by dividing the annual base management fee allocable to the applicable property paid by the Company to Hekemian & Co. over the immediately prior three (3) fiscal years prior to such termination by three (3).
Upon the closing of any sale or other disposition of the Company’s entire direct or indirect interest in a managed property, including sales or dispositions in furtherance of the Plan of Voluntary Liquidation, the Company is required to pay to Hekemian & Co. a fee equal to 1.65% of the sales price for the property. In the event a property is not wholly owned, directly or indirectly, by the Company, the sales fee payable to Hekemian & Co. shall only be payable in respect of the Company’s percentage ownership share of the applicable property.
Incentive Compensation Arrangement
To provide an incentive to Robert S. Hekemian, Jr., Chief Executive Officer, President and a director of the Trust, to facilitate the timely sale of FREIT’s properties, the Board has approved an incentive compensation arrangement that will entitle Mr. Hekemian to a $1,000,000 cash bonus if the Company sells and/or enters into contracts to sell all of its real properties within 18 months after the approval of the Plan of Voluntary Liquidation by FREIT’s stockholders and receives aggregate gross proceeds from such sales in excess of $319.9 million. To receive the bonus, the sale of all of the Company’s properties must close.
In addition, in recognition of the increased time commitment and effort anticipated to be required of members of the Board to oversee, implement and administer the Plan of Voluntary Liquidation, including the sale of properties pursuant to the Plan of Voluntary Liquidation, the Board approved an increase effective May 1, 2026 in the annual cash retainer fee payable to each director from $60,000 to $120,000.
Westwood Plaza Purchase and Sale Agreement
On May 26, 2026, FREIT (the “Seller”) entered into a Purchase and Sale Agreement (the “Westwood Plaza Agreement”) with an affiliate of Regency Centers Corporation (the “Purchaser”), pursuant to which the Seller will sell to the Purchaser 100% of Seller’s ownership interests in the Westwood Plaza shopping center located at 700 Broadway in Westwood, New Jersey (“Westwood Plaza”) in exchange for the purchase price of $28,800,000, subject to the terms and conditions of the Westwood Plaza Agreement.
Upon signing the Westwood Plaza Agreement, the Purchaser delivered into escrow held by the title company a deposit in the amount of $1,200,000 (the “Initial Westwood Plaza Deposit”), which is refundable during a 120-day due diligence period immediately following the signing. After the expiration of this period on September 23, 2026, the Initial Westwood Plaza Deposit becomes non-refundable except in connection with certain rights to terminate the Westwood Plaza Agreement. If the Purchaser elects to proceed with the transaction after the expiration of the initial 120-day due diligence period, the Purchaser is obligated to deposit into escrow an additional amount of $1,000,000, which is non-refundable except in connection with certain rights to terminate the Westwood Plaza Agreement. Upon expiration of the initial 120-day due diligence period, the Purchaser has the option of entering into a second due diligence period for up to an additional nine months. The Purchaser is obligated to pay to the Seller $50,000 for each month that it elects to engage in due diligence during the second due diligence period. Payments made by the Purchaser to extend the due diligence period are non-refundable except in the event of a breach by Seller and are not applied to the purchase price at closing.
The Westwood Plaza Agreement contains customary representations, warranties and indemnity provisions. The parties’ respective obligations under the Westwood Plaza Agreement are subject to certain customary conditions and termination rights, including the right of either the Seller or the Purchaser to terminate the Westwood Plaza Agreement if the closing has not occurred on or before August 15, 2027. There is no financing contingency under the Westwood Plaza Agreement.
The Board unanimously approved the Westwood Plaza Agreement and the transaction contemplated thereby.
Stockholder Rights Agreement Extension
On May 13, 2026, FREIT’s Board entered into a First Amendment to the Stockholder Rights Agreement dated July 31, 2023, between the Company and Computershare Trust Company, N.A., as Rights Agent. Pursuant to the terms of the First Amendment to the Stockholder Rights Agreement, the expiration term of the stockholder rights will be extended from July 31, 2026 to July 31, 2029. |