-----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, GGHl5MtugvxxEbV6iH22+qrXyB2XcSkoCrQ7IfBsoiiKVhs++5IOOWjPu3rq2v5R CRTEJuEMKhxqYvLn+hbP/A== 0001193805-08-000066.txt : 20080108 0001193805-08-000066.hdr.sgml : 20080108 20080108164850 ACCESSION NUMBER: 0001193805-08-000066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080107 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080108 DATE AS OF CHANGE: 20080108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Winthrop Realty Trust CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 08518234 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 8-K 1 e603076_8k-winthrop.txt FORM 8-K 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 7, 2008 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 January 7, 2008, WRT Realty, L.P. (the "Partnership"), the operating partnership of Winthrop Realty Trust, entered into an amendment to the Amended and Restated Limited Liability Company Agreement of Concord Debt Holdings LLC ("Concord"). The amendment reflects the agreement of the Partnership and The Lexington Master Limited Partnership ("Lexington") to increase their respective maximum capital contributions to Concord from $137.5 million to $162.5 million as well as certain changes to the composition of the investment committee of Concord. The foregoing description is qualified in its entirety by reference to Amendment No. 1 to Amended and Restated Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K. Item 8.01. Other Events. On January 7, 2008, Concord announced certain acquisitions as well as the additional capital commitments of the Partnership and Lexington described in Item 1.01 above. The foregoing description is qualified in its entirety by reference to the press release issued January 7, 2008, which is attached as Exhibit 99 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 10.1 Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Concord Debt Holdings LLC, dated as of January 7, 2008. 99. Press release dated January 7, 2008. 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 8th day of January, 2008. WINTHROP REALTY TRUST By: /s/ Peter Braverman ------------------------ Peter Braverman President EX-10.1 2 e603076_ex10-1.txt AMENDMENT NO. 1 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONCORD DEBT HOLDINGS LLC AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT, made as of the 7th day of January, 2008 by and among WRT REALTY L.P., a Delaware limited partnership ("WRT"), THE LEXINGTON MASTER LIMITED PARTNERSHIP, a Delaware limited partnership ("Lexington"), and AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, and WRP MANAGEMENT LLC, a Delaware limited liability company (the "Administrative Manager"). RECITALS: WHEREAS, WRT, Lexington and the Administrative Manager are party to that certain Amended and Restated Limited Liability Company Agreement of Concord Debt Holdings LLC, dated as of September 21, 2007 (the "Operating Agreement"); WHEREAS, WRT, Lexington and the Administrative Manager desire to amend the Operating Agreement as hereinafter provided; NOW, THEREFORE, in consideration of the covenants and conditions set forth in this Agreement, the parties agree as follows. 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Operating Agreement. 2. Amendments to Agreement. The Operating Agreement is hereby amended as follows: a. Section 1.1 is hereby amended by restating the definitions of "Investment Entities" and "Maximum Capital Contribution" in their entirety as follows: Investment Entities: 111 Debt Acquisition LLC, a Delaware limited liability company, 111 Debt Acquisition - Two LLC, a Delaware limited liability company, 111 Debt Acquisition-Three LLC, a Delaware limited liability company, 111 Debt Acquisition-Putman LLC, a Delaware limited liability company, 111 Debt Acquisition-Green Two LLC, a Delaware limited liability company and 111 Debt Acquisition-UBS LLC, a Delaware limited liability company, each of which will be formed for the sole purpose of acquiring and disposing of Loan Assets, together with such other entities that may be owned, in whole or in part, by the Company, and their respective subsidiaries, if any. Maximum Capital Contribution: With respect to each Member, $162,500,000. b. Section 3.2 is hereby restated in its entirety to read as follows: 3.2 Investment Committee. (a) The Members hereby establish an investment committee (the "Investment Committee") which Investment Committee shall consist of seven individuals: each Member shall appoint three members, and the Administrative Manager shall appoint one member. (b) Except as otherwise expressly provided in this Agreement, all decisions with respect to any matter set forth in this Agreement or otherwise affecting or arising out of the conduct of the business of the Company shall be made by the affirmative vote of at least two members of the Investment Committee appointed by WRT and at least two members of the Investment Committee appointed by Lexington, without limitation: (i) all acquisitions and dispositions of Loan Assets by an Investment Entity with an initial value or purchase price of $20,000,000 or more (a "IC Transaction"); (ii) the entering into of an Investment Entity Loan; (iii) the payment of any fees to a Member, the Administrative Manager or an Affiliate thereof except as contemplated by Section 3.6 hereof; (iv) the retention of accountants or Sarbanes-Oxley consultants on behalf of the Company or an Investment Entity. 3. Miscellaneous. (a) Except as modified hereby, the Operating Agreement remains in full force and effect and the provisions thereof are hereby ratified and confirmed. (b) All references in the Operating Agreement to "this Agreement", "hereunder", "hereto" or similar references, and all references in all other documents to the Agreement shall hereinafter be deemed references to the Agreement as amended hereby. (c) This Amendment may be executed in one or more counterparts, all of which together shall for all purposes constitute one amendment, binding on all parties hereto, notwithstanding that the parties have not signed the same counterparts. [remainder of page left intentionally blank] IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written. WRT REALTY L.P. By: Winthrop Realty Trust General Partner By /s/ Peter Braverman ---------------------------------- Peter Braverman President THE LEXINGTON MASTER LIMITED PARTNERSHIP By: Lex GP-1 Trust General Partner By /s/ T. Wilson Eglin ---------------------------------- T. Wilson Eglin Chief Executive Officer WRP MANAGEMENT LLC By /s/ Michael L. Ashner -------------------------------------- Michael L. Ashner Chief Executive Officer EX-99.1 3 e603076_ex99-1.txt CONCORD DEBT HOLDINGS LLC ACQUIRES A PARTICIPATION INTEREST IN A MORTGAGE LOAN AND TWO MEZZANINE LOANS; WINTHROP REALTY TRUST AND LEXINGTON REALTY TRUST COMMIT ADDITIONAL FUNDS TO CONCORD Boston, January 7/PRNewswire-FirstCall/ -- Concord Debt Holdings LLC, a joint venture debt platform owned 50% by each of Winthrop Realty Trust (NYSE:FUR) and Lexington Realty Trust (NYSE:LXP), today announced that it recently acquired $117,530,000 of high yield debt consisting of (1) a $26,000,000 participation interest in a mortgage loan secured by the office property located at 100 West Putnam, Greenwich, Connecticut, (2) a $71,530,000 mezzanine loan collateralized indirectly by the Sofitel Hotel located on 45th Street in New York, New York and (3) a $20,000,000 mezzanine A loan collateralized indirectly by a portfolio of six apartment complexes located in Florida. Concord further announced that each of Winthrop and Lexington committed to provide an additional $50 million ($25 million each) of capital to Concord for these and future acquisitions. With respect to the 100 West Putnam participation, Concord acquired a junior participation interest in a $130,000,000 mortgage loan at an approximately 287 basis point discount and obtained match term financing through the loan's maturity and all of its extensions at a 65% loan to value ratio at a rate of LIBOR plus 1.00%. Interest on the participation is payable at a rate of LIBOR plus 2.85% and the mortgage loan is scheduled to mature on March 9, 2009, subject to 3-one year extension terms. In connection with the closing of the Sofitel mezzanine loan, Concord acquired this loan at an approximately 195 basis point discount and obtained match term financing through the loan's maturity and all of its extensions at an 85% loan to value ratio at a rate of LIBOR plus 1.00% subject to a maximum internal rate of return to Concord of 15%. The Sofitel mezzanine loan bears interest at LIBOR plus 1.85% and is scheduled to mature on February 1, 2009, subject to 3-one year extension terms. The Florida apartment mezzanine A loan was acquired by Concord at a discount based on yield to maturity of 12%. The Florida apartment mezzanine A loan bears interest at LIBOR plus 1.23% and is scheduled to mature on June 29, 2009, subject to 3-one year extension terms. Michael L. Ashner, the Chief Executive Officer of WRP Management LLC, the manager of Concord, and the Chairman and Chief Executive Officer of Winthrop and the Executive Chairman of Lexington, stated "We are pleased with the performance of Concord to date and expect that its approximately $1.1 billion portfolio of loan assets, all of which are performing in accordance with their terms, will continue to provide favorable returns to Winthrop and Lexington. The loan assets acquired, together with the match funded financing on two of the assets and the discount to the purchase price on the third, will enhance Concord's return on its existing portfolio of loans." About Lexington Realty Trust Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington shares are traded on the New York Stock Exchange under the symbol "LXP". Additional information about Lexington is available on-line at http://www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015. About Winthrop Realty Trust Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. Through its subsidiaries and joint ventures, Winthrop acquires, owns, and manages a portfolio of office, retail, and industrial properties. Additional information about Lexington is available on-line at http://www.winthropreit.com or by contacting Winthrop Realty Trust, Investor Relations, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114. For Further Information Concord Debt Holdings LLC Beverly Bergman (617) 570-4600 -----END PRIVACY-ENHANCED MESSAGE-----