0001193805-11-002132.txt : 20111102 0001193805-11-002132.hdr.sgml : 20111102 20111102171346 ACCESSION NUMBER: 0001193805-11-002132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111028 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20111102 DATE AS OF CHANGE: 20111102 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: 111175295 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 e609028_8k-wrt.htm Unassociated Document
 
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) October 28, 2011
 
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
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 October 28, 2011, a newly-formed joint venture between Winthrop Realty Trust (“Winthrop”) and a subsidiary of New Valley LLC, a wholly owned subsidiary of Vector Group Ltd., entered into an agreement with Wells Fargo Bank, National Association, as successor by merger to Wachovia Bank, National Association, an unaffiliated third party, to acquire a $117.9 million C note for a purchase price of $96.7 million (the “C Note”).  The C Note is the most junior tranche of a $798.0 million first mortgage loan originated in July 2007 which is collateralized by a 4.5 million square foot, 31 property portfolio of office properties situated throughout southern California.  The C Note bears interest at a rate per annum of LIBOR plus 310 basis points, requires payments of interest only and matures on August 9, 2012.  Pursuant to the terms of the agreement, the joint venture provided a $10,000,000 non-refundable deposit and the transaction is scheduled to close on or before November 4, 2011.

Winthrop will initially invest approximately $72.0 million and own an approximately 74% interest in the joint venture.  Pursuant to the terms of the joint venture agreement, Winthrop is permitted to reduce its investment in the C Note by transferring up to 49% of its equity interest in the joint venture to a third party.
 
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 on this 1st day of November, 2011.
 
  WINTHROP REALTY TRUST  
       
       
  
By:
/s/ Michael L. Ashner
  
   
Michael L. Ashner
  
   
Chief Executive Officer