8-K 1 e600410_8k-winthrop.txt CURRENT REPORT 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) March 31, 2006 WINTHROP REALTY TRUST ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Ohio ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-06249 34-6513657 ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (617) 570-4614 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 obligations of the registrant under any of the following provisions |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 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 31, 2006, WRT Realty, L.P., the operating partnership for Winthrop Realty Trust (the "Operating Partnership"), entered into a joint venture with The Newkirk Master Limited Partnership, the operating partnership for Newkirk Realty Trust, Inc. ("Newkirk") and FUR Holdings LLC, the controlling entity of the outside advisors of both the Operating Partnership and Newkirk. The joint venture was formed for the purpose of acquiring and originating loans secured, directly and indirectly, by real estate assets. Each of the Operating Partnership and Newkirk has committed to invest up to $50 million each in the joint venture. Each of the Operating Partnership and Newkirk hold a 50% interest in the joint venture with FUR Holdings acting solely as a non-equity administrative manager. FUR Holdings is entitled to no fees from the joint venture. Management of the joint venture is vested in an investment committee that consists of an equal number of members appointed by each of the Operating Partnership and Newkirk with one additional member being appointed by FUR Holdings. All actions to be taken by the joint venture for which investment committee approval is required requires the consent of at least one member of the investment committee appointed by the Operating Partnership. The assets of the joint venture will be held in one of three subsidiaries established by the joint venture. The joint venture entered into a $300 million repurchase agreement with Column Financial Inc. pursuant to which the joint venture expects to leverage up to 75% of the assets held in the joint venture (the "Column Repurchase Agreement") at a rate of LIBOR plus a range of .60% to 1%, depending on the underlying asset. It is further anticipated that the joint venture will enter into a second repurchase agreement enabling the joint venture to obtain an additional $200 million in leverage. Accordingly, it is presently contemplated that the joint venture will acquire and originate an aggregate of approximately $600 million in loan obligations secured by real estate assets. Upon acquisition and origination of a sufficient level of loan obligations, the joint venture may form one or more collateral debt obligation pools in order to realize additional value from these investments. Newkirk's previously acquired loan assets secured by properties leased to Toys "R" Us and JPMorgan Chase, as well as certain corporate bonds (collectively, the "Newkirk Assets"), were contributed to the joint venture as its initial capital contribution and the Operating Partnership contributed $10,873,689.62, one-half of the value of the Newkirk Assets, after giving effect to the financing provided on the Newkirk Assets from the Column Repurchase Agreement. ITEM 9.01. Financial Statements and Exhibits (d) Exhibits 10.1 Limited Liability Company Agreement of 111 Debt Holdings LLC, dated March 31, 2006, among The Newkirk Master Limited Partnership, WRT Realty, L.P. and FUR Holdings LLC 10.2 Master Repurchase Agreement, dated March 30, 2006, among Column Financial Inc., 111 Debt Acquisition LLC, 111 Debt Acquisition Mezz LLC and Newkirk Realty Trust, Inc. 99.1 Press Release issued March 31, 2006 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 on this 4th day of April, 2006. WINTHROP REALTY TRUST By: /s/ Peter Braverman ------------------------------ Peter Braverman President