-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O0WNZorJvq6pzAmz4hrDjBGtFb3/gT9u7OWYYAb5ac1LKzCZnwkHl0VVhWke5P2u W/o9nYIH4EzAJqrMuxrcMA== 0001042810-06-000012.txt : 20060327 0001042810-06-000012.hdr.sgml : 20060327 20060327164342 ACCESSION NUMBER: 0001042810-06-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060327 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060327 DATE AS OF CHANGE: 20060327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY ONE, INC. CENTRAL INDEX KEY: 0001042810 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521794271 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13499 FILM NUMBER: 06712337 BUSINESS ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 BUSINESS PHONE: 305-947-1664 MAIL ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY ONE INC DATE OF NAME CHANGE: 19970723 8-K 1 form8-k.htm EQUITY ONE INC FORM 8-K CONTRIBUTION AGREEMENT 3/24/06 EQUITY ONE INC Form 8-K Contribution Agreement 3/24/06
 
 
 

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) March 24, 2006

 
    
EQUITY ONE, INC.
(Exact Name of Registrant as Specified in Its Charter)

 
Maryland
(State or Other Jurisdiction of Incorporation)


001-13499
52-1794271
(Commission File Number)
(IRS Employer Identification No.
 
 
 
1600 NE Miami Gardens Drive
North Miami Beach, Florida 33179
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 947-1664

NOT APPLICABLE
(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:

[ ] 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)





Item 1.01
Entry into a Material Definitive Agreement.
 
On March 24, 2006, certain subsidiaries of Equity One, Inc. (“Equity One” or the “Company”) entered into a Contribution and Sale Agreement (the “Contribution Agreement”) with Texas Retail, LLC, an affiliate of Investcorp International Realty, Inc. (“Investcorp”), pursuant to which the Company has agreed to sell or contribute an aggregate of 30 of its Texas community and neighborhood shopping centers (the “Properties”) to EQYInvest Texas, LLC, a Delaware limited liability company (the “JV”). Equity One expects to realize net proceeds of approximately $327 million and will receive a 20% interest in the JV at the closing of the transaction.

Contemporaneously with the closing under the Contribution Agreement and in order to fund a portion of the cash consideration, the JV will obtain financing in the aggregate amount of approximately $323 million which will be secured by a mortgage interest in the Properties. In addition, at the closing of the Contribution Agreement, an affiliate of the Company will enter into a Management Agreement (the “Management Agreement”) whereby it will manage the Properties on behalf of the JV (the closing of the contribution and sale of the Properties, the closing of the financing transactions, the execution of the Management and the other related transactions are referred to herein as the “JV Transactions”).

The closing under the Contribution Agreement is subject to certain closing conditions, including (i) the continued accuracy in all material respects of various representations and warranties made by the Company with respect to the Properties, (ii) the receipt of various tenant estoppels, and (iii) the closings of the financing related transactions described above. There can be no assurance that the JV Transactions will be consummated.

A copy of the Contribution Agreement will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2006.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the JV Transactions is furnished as Exhibit 99.1 hereto.

The information included in this Item 7.01 and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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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.
 

EQUITY ONE, INC.
 
 
 
 
 
 Date:  March 27, 2006   By: /s/Howard M. Sipzner  
   Howard M. Sipzner
   Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX


Exhibit Document         

 
99.1  
Press Release of Equity One dated March 27, 2006

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