0000842183-16-000127.txt : 20160714 0000842183-16-000127.hdr.sgml : 20160714 20160714133504 ACCESSION NUMBER: 0000842183-16-000127 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160708 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 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160714 DATE AS OF CHANGE: 20160714 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: 161767141 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 rpt_8kxprivateplacement.htm 8-K Document


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): July 8, 2016

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 July 8, 2016, Ramco-Gershenson Properties Trust (the "Registrant"), through its majority-owned operating partnership subsidiary Ramco-Gershenson Properties, L.P. (the "Operating Partnership") entered into agreements with AIG Asset Management (U.S.), LLC and Teachers Insurance and Annuity Association of America to issue $75.0 million of senior unsecured notes in a private placement.  The financings will consist of two $37.5 million notes, each with 12-year terms priced at a fixed interest rate of 3.64%. The sale of these notes is expected to close on November 30, 2016.

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 of Ramco-Gershenson Properties Trust dated July 12, 2016.


2



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:
July 14, 2016
by:/s/ GEOFFREY BEDROSIAN
 
 
Geoffrey Bedrosian
 
 
Executive Vice President, Chief Financial Officer and Secretary


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EXHIBIT INDEX

Exhibit No.    Description

99.1         Press release of Ramco-Gershenson Properties Trust dated July 12, 2016.

4
EX-99.1 2 ex991pressreleaseprivatepl.htm EXHIBIT 99.1 Exhibit
EXHIBIT 99.1


RAMCO-GERSHENSON PROPERTIES TRUST AGREES
TO SELL $75 MILLION OF SENIOR UNSECURED NOTES DUE IN 2028

Company Release: July 12, 2016

FARMINGTON HILLS, Michigan - Ramco-Gershenson Properties Trust (NYSE:RPT) (the "Company") announced today that on Friday, July 8, 2016 it entered into an agreement to issue $75 million of senior unsecured notes in a private placement with two high-quality institutional investors.  The notes have a 12-year term and are priced at a fixed interest rate of 3.64%, which represents a spread of 227 basis points above the 10-Year Treasury yield on the date of pricing. The sale of the notes is expected to close on November 30, 2016.

Proceeds from the financing, in conjunction with proceeds from planned asset sales, are expected to be used to pay off all maturing debt through 2017, including the mortgage on River City MarketPlace, as well as for general corporate purposes.

“We continue to drive down our long-term cost of debt and build liquidity and flexibility in our capital structure through the issuance of unsecured debt at attractive pricing,” said Geoff Bedrosian, Chief Financial Officer. “Our strong, primarily unsecured, balance sheet provides a solid foundation to pursue our strategic business objectives.”

The issuance of the senior unsecured notes is subject to customary conditions including, among others, the negotiation and execution of loan documents. There can be no assurance that these conditions will be satisfied or that the issuance of the notes will occur on the terms described herein or at all.

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 large, multi-anchor shopping centers primarily in a number of the largest metropolitan markets in the central United States.  At March 31, 2016, the Company owned interests in and managed a portfolio of 72 shopping centers and one office building with approximately 15.7 million square feet of gross leasable area. At March 31, 2016, the Company's consolidated operating portfolio was 94.9% leased. Additional information regarding the Company is available on its corporate website: 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.

Company 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