ITEM 7.01 REGULATION FD
On January 23, 2015, WRT-Property Holdings LLC, an indirect wholly-owned subsidiary of Winthrop Realty Trust (the “Trust”) entered into a purchase agreement (the “Purchase Agreement”) with Kennedy-Wilson Holdings, Inc. (“KW”) to sell its interest in Vintage Housing Holdings, LLC (“VHH”). The purchase price, which was determined through direct negotiations between the Trust and KW, is approximately $85.6 million.
KW’s $7.5 million deposit under the Purchase Agreement became non-refundable (subject to customary termination rights for, among other conditions, failure to obtain consents, a breach of the Purchase Agreement by the Trust or not permitted by law) on February 13, 2015. The closing of the acquisition is expected to be consummated in the first half of 2015, subject to customary closing conditions.
The information in this report (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 8.01 Other Items
On February 17, 2015, the Trust issued a press release with respect to the transaction described in Item 7.01. A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it 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.
Item 9.01 Financial Statements and Exhibits.
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(c)
99.1
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Exhibits
Press Release dated February 17, 2015
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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 on this 17th day of February, 2015.