0000842183-14-000017.txt : 20140530 0000842183-14-000017.hdr.sgml : 20140530 20140530170744 ACCESSION NUMBER: 0000842183-14-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140530 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20140530 DATE AS OF CHANGE: 20140530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMCO GERSHENSON PROPERTIES TRUST CENTRAL INDEX KEY: 0000842183 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 136908486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10093 FILM NUMBER: 14881217 BUSINESS ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 2483509900 MAIL ADDRESS: STREET 1: 31500 NORTHWESTERN HWY STREET 2: SUITE 300 CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 FORMER COMPANY: FORMER CONFORMED NAME: RPS REALTY TRUST DATE OF NAME CHANGE: 19920703 8-K 1 ramcoform8-k_financingsxma.htm 8-K RamcoForm8-K_Financings_May_2014

UNITED STATES
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): May 30, 2014

RAMCO-GERSHENSON PROPERTIES TRUST
(Exact name of registrant as specified in its Charter)

Maryland
 
1-10093
 
13-6908486
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan
48334
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code         (248) 350-9900    

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 May 28, 2014, Ramco-Gershenson Properties Trust (the “Registrant”), through its majority-owned operating partnership subsidiary Ramco-Gershenson Properties, L.P. (the “Operating Partnership”), completed a private placement of $100 million principal amount of senior unsecured notes. The notes were issued in two series with maturities of 10 and 12 years with interest rates of 4.65% and 4.74%, respectively.

In addition, on May 29, 2014 the Registrant, through the Operating Partnership, closed a $75 million senior unsecured term loan fully underwritten and arranged by Capital One, N.A. The loan has a term of seven years and bears interest at an annual rate of LIBOR plus 1.25% to 2.25% (initially 1.70%) depending upon the Company's leverage or credit ratings. Interest expense will be hedged with an existing interest rate swap expiring in April 2016, resulting in an effective fixed initial annual rate of 2.9%. 

In connection with these financings, the Registrant repaid $120 million of bank term debt due in July, 2017.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d)        Exhibits.

99.1    Press Release dated May 29, 2014.

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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.

 
RAMCO-GERSHENSON PROPERTIES TRUST
 
 
 
 
Date: May 30, 2014
by:/s/GREGORY R. ANDREWS
 
Gregory R. Andrews
 
Chief Financial Officer and Secretary


3


EXHIBIT INDEX

Exhibit        Description

99.1        Press Release dated May 29, 2014.

4

 EX-99.1 2 pressreleasemay292014.htm EXHIBIT 99.1 Press Release May 29, 2014
Exhibit 99.1

Ramco-Gershenson Properties Trust Completes $175 Million of Long-Term, Unsecured Financings
Company Release - 05/29/2014 16:04
FARMINGTON HILLS, Mich., May 29, 2014 (GLOBE NEWSWIRE) -- Ramco-Gershenson Properties Trust (NYSE:RPT) (the "Company") today announced that is has completed financing transactions for an aggregate $175 million of long-term, senior unsecured debt.
The Company completed a $100 million private placement of senior unsecured notes with Prudential Capital Group. The financing consists of $50 million of notes with a ten-year term priced at a fixed interest rate of 4.65% and $50 million of notes with a twelve-year term priced at a fixed interest rate of 4.74%.
The Company also closed a $75 million senior unsecured term loan fully underwritten and arranged by Capital One, N.A. The loan has a term of seven years and bears interest at an annual rate of LIBOR plus 1.25% to 2.25% (initially 1.70%) depending upon the Company's leverage or credit ratings.
"The successful closing of these transactions further strengthens the Company's financial position and provides additional flexibility as we execute on our business plan," said Dennis Gershenson, President and Chief Executive Officer. "We have extended our average debt maturity to 6.6 years, with no more than 16% of our total debt coming due in any one year and have over $230 million available on our line of credit. Maintaining a strong balance sheet remains a top priority for the Company."
About Ramco-Gershenson Properties Trust
Ramco-Gershenson Properties Trust (NYSE:RPT) is a fully integrated, self-administered, publicly-traded real estate investment trust (REIT) based in Farmington Hills, Michigan. The Company's business is the ownership and management of multi-anchor shopping centers in strategic metropolitan markets throughout the Eastern, Midwestern and Central United States. At March 31, 2014, the Company owned and managed a portfolio of 79 shopping centers and one office building with approximately 15.8 million square feet of gross leasable area owned by the Company or its joint ventures. The properties are located in Michigan, Florida, Ohio, Georgia, Missouri, Colorado, Wisconsin, Illinois, Indiana, New Jersey, Virginia, Maryland, and Tennessee. At March 31, 2014, the Company's core operating portfolio was 95.8% leased. Additional information regarding the Company is available via the corporate website at www.rgpt.com.
This press release may contain forward-looking statements that represent the Company's expectations and projections for the future. Management of Ramco-Gershenson believes the expectations reflected in any forward-looking statements made in this press release are based on reasonable assumptions. Certain factors could occur that might cause actual results to vary, including deterioration in national economic conditions, weakening of real estate markets, decreases in the availability of credit, increases in interest rates, adverse changes in the retail industry, our continuing ability to qualify as a REIT and other factors discussed in the Company's reports filed with the Securities and Exchange Commission.

CONTACT: Dawn L. Hendershot, Vice President of Investor Relations
and Corporate Communications
31500 Northwestern Highway, Suite 300
Farmington Hills, MI 48334
dhendershot@rgpt.com
(248) 592-6202