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 19, 2012
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 19, 2012, Ramco-Gershenson Properties, L.P. (the “Operating Partnership”), the majority-owned operating partnership of Ramco-Gershenson Properties Trust (the “Registrant”), entered into a Third Amended and Restated Unsecured Master Loan Agreement with a syndicate of banks, led by KeyBanc Capital Markets (the “Third Amendment”). The Third Amendment amends and restates the Second Amended and Restated Unsecured Master Loan Agreement by replacing the prior $250 million unsecured credit facility with a $360 million unsecured credit facility (the “Facility”). The Facility is comprised of a $240 million revolving line of credit with a four-year term and one-year extension option and a five-year $120 million term loan that matures on July 19, 2017. The Facility can be upsized to $450 million through an accordion feature. Borrowings under the facility are priced at LIBOR plus 165 to 225 basis points based upon a pricing grid tied to the Registrant’s leverage ratio.
| 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 |
| (c) | Exhibits. |
| 99.1 | Press release dated July 23, 2012 |
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 24, 2012 |
By: |
/s/ GREGORY R. ANDREWS |
|
Gregory R. Andrews |
|||
|
Chief Financial Officer and Secretary |
|||
EXHIBIT INDEX
|
Exhibit |
Description |
|
99.1 |
Press release dated July 23, 2012 |
Exhibit 99.1
Ramco-Gershenson Properties Trust Closes $360 Million Unsecured Credit Facility
FARMINGTON HILLS, Mich.--(BUSINESS WIRE)--July 23, 2012--Ramco-Gershenson Properties Trust (NYSE:RPT) announced today that it has closed a $360 million unsecured credit facility which amends and restates the Company’s prior $250 million facility. The amended facility is comprised of a $240 million revolving line of credit with a four-year term and one-year extension option and a five-year $120 million term loan. The facility can be upsized to $450 million through an accordion feature. Borrowings under the facility will bear interest at LIBOR plus 165 basis points subject to a pricing grid for changes in the Company’s leverage ratio.
KeyBanc Capital Markets acted as sole lead manager and arranger for the facility. JPMorgan Chase Bank, N.A. and Bank of America, N.A. acted as co-syndication agents, and Deutsche Bank Securities Inc. and PNC Bank, National Association acted as co-documentation agents. Other lenders participating in the facility are RBS Citizens, N.A., Capital One, N.A., The Huntington National Bank, Comerica Bank, and Branch Banking and Trust Company.
"The extension and expansion of our credit facility as well as the improved pricing demonstrates the confidence our bank group has in our business plan and our ongoing commitment to maintaining a strong, flexible balance sheet," said Dennis Gershenson, President and Chief Executive Officer. "By taking advantage of the current bank financing environment we further our objectives of reducing the Company’s overall cost of capital and moving closer to an investment grade profile.”
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. Our primary business is the ownership and management of shopping centers in targeted markets in the Eastern and Midwestern regions of the United States. At March 31, 2012, the Company owned and managed a portfolio of 80 shopping centers and one office building with approximately 14.9 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, Wisconsin, Illinois Indiana, New Jersey, Virginia, Maryland, and Tennessee. For additional information regarding Ramco-Gershenson Properties Trust, visit the Company's 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 to ability qualify as a REIT and other factors discussed in the Company’s reports filed with the Securities and Exchange Commission.
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CONTACT:
Ramco-Gershenson Properties Trust:
Dawn Hendershot,
248-592-6202
Director of Investor Relations and Corporate
Communications