8-K

	OMB APPROVAL
UNITED STATES SECURITIES AND EXCHANGE COMMISSION	OMB Number:     3235-0060 Expires:        March 31, 2014 Estimated average burden hours per response       5.00
Washington, D.C. 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) August 23, 2012 (August 22, 2012)

Glimcher Realty Trust

(Exact name of Registrant as specified in its Charter)

Maryland	001-12482	31-1390518
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

180 East Broad Street, Columbus, Ohio	43215
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (614) 621-9000

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 obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

[ ] 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 August 22, 2012 (the “Effective Date”), Dayton Mall II, LLC (the “Company”), an affiliate of Glimcher Realty Trust (the “Registrant”), executed a Loan Agreement (the “Agreement”) under which the Company borrowed Eighty-Two Million Dollars ($82,000,000) (the “Loan”) from Wells Fargo Bank, National Association (the “Lender”).  The Loan is represented by the aforementioned Agreement and a promissory note (the “Note”) secured by a first mortgage lien on Dayton Mall, a regional enclosed shopping center located in Dayton, OH (the “Property”). A portion of the Loan proceeds were used to repay an existing loan encumbering the equity interests held by other affiliates of the Registrant in the Company’s parent. The remaining Loan proceeds were used to reduce outstanding borrowings on the Registrant’s corporate credit facility.

Under the Agreement, the Loan has a fixed interest rate of 4.57% per annum and a maturity date of September 1, 2022 (the “Maturity Date”).  The Company shall make monthly interest only payments for the first five years of the Loan’s term and, commencing in October 2017, the Company shall make monthly payments of principal and interest for the remainder of the Loan’s term.  The Company shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest, and all other amounts due under the Agreement, Note, and other ancillary documents evidencing the Loan. Under the Agreement, the Company is not permitted to prepay the Loan, in whole or in part, until (i) three months prior to the Maturity Date, subject to Company issuing proper notice to Lender and not in any default under the Agreement or (ii) in connection with the Lender receiving insurance proceeds or other compensation following a casualty or condemnation impacting the Property. The Agreement contains standard provisions concerning default and remedies for default that are customary and typical for corporate loans of this nature, including Lender’s remedy to accelerate repayment of all outstanding amounts owed by the Company under the Loan in the event a default remains uncured. The Agreement, Note, and mortgage contain other terms and conditions that are customary and typical for corporate loans of this nature, including a provision permitting the Lender to securitize the Loan.

As part of the Loan transaction, the Registrant’s affiliate, Glimcher Properties Limited Partnership (“GPLP”), also executed a Guaranty of Recourse Obligations (“Guaranty”), dated as of the Effective Date, for the benefit of Lender under which GPLP  guaranteed full payment and performance of certain obligations under the Guaranty, including, but not limited to, payment of losses by Lender incurred by reason of: (i) fraud or intentional misrepresentation by the Company or a designated affiliate, (ii) intentional waste of all or part of the Property by the Company or a designated affiliate, or (iii) the Company’s breach of any representation, warranty, covenant, or indemnification provision regarding the environmental clauses of the Agreement.

Affiliates of Lender have, from time to time, performed various financial advisory, investment banking, and underwriting services for the Registrant for which they received customary fees and expenses. A copy of the press release announcing the transaction described herein is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

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

See discussion in Item 1.01.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits.

99.1           Press Release of Glimcher Realty Trust, dated August 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.

Glimcher Realty Trust

(Registrant)

    Date:  August 23, 2012       /s/ George A. Schmidt                                                                      George A. Schmidt Executive Vice President of Development, General Counsel & Secretary

EX-99.1

Exhibit 99.1

  NEWS RELEASE   FOR INFORMATION, CONTACT:     Glimcher Realty Trust 180 East Broad Street Columbus, Ohio 43215 www.glimcher.com     Lisa A. Indest Senior V. P. of Finance and Accounting (614) 887-5844 lindest@glimcher.com Karen Bailey Director, Corp. Communications (614) 887-5847 kbailey@glimcher.com    

FOR IMMEDIATE RELEASE

Thursday, August 23, 2012

GLIMCHER COMPLETES FINANCING OF

DAYTON MALL IN DAYTON, OHIO

COLUMBUS, Ohio—August 23, 2012—Glimcher Realty Trust (NYSE: GRT) announced today that it recently closed on an $82.0 million mortgage loan secured by Dayton Mall located in Dayton, Ohio.  The new loan has a fixed interest rate of 4.57% per annum.  The loan has a ten year term and requires interest-only payments for the first five years of the term.  Loan proceeds were used to retire the $50.0 million term loan for Dayton Mall, with the remainder being used to reduce outstanding borrowings on the company’s credit facility.

“We are very pleased with the execution on this permanent financing for Dayton Mall,” stated Mark E. Yale, Executive Vice President and CFO.  “This solid execution further demonstrates the continuing stability in the current securitized debt market.”

About Glimcher Realty Trust

Glimcher Realty Trust, a real estate investment trust, is a recognized leader in the ownership, management, acquisition and development of malls, which includes open-air centers, enclosed regional malls, as well as outlet centers.  At June 30, 2012, GRT owned interests in and managed 28 properties with gross leasable area totaling approximately 21.6 million square feet, consisting of 25 malls (21 wholly owned and four partially owned through joint ventures) and three community centers (two wholly owned and one partially owned through a joint venture).

Glimcher Realty Trust’s common shares are listed on the New York Stock Exchange under the symbol “GRT.”  Glimcher Realty Trust’s Series F, Series G and Series H preferred shares are listed on the New York Stock Exchange under the symbols “GRTPRF,” “GRTPRG” and “GRTPRH,” respectively.  Glimcher Realty Trust is a component of both the Russell 2000® Index, representing small cap stocks, and the Russell 3000® Index, representing the broader market.  Glimcher® is a registered trademark of Glimcher Realty Trust.

Glimcher Realty Trust

Add 2

Forward Looking Statements

This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements. Risks and other factors that might cause differences, some of which could be material, include, but are not limited to, economic and market conditions, tenant bankruptcies, bankruptcies of joint venture (JV) partners, rejection of leases by tenants in bankruptcy, financing and development risks, construction and lease-up delays, cost overruns, the level and volatility of interest rates, the rate of revenue increases versus expense increases, the financial stability of tenants within the retail industry, the failure of Glimcher to make additional investments in regional mall properties and redevelopment of properties, the failure to acquire properties as and when anticipated, the failure to fully recover tenant obligations for CAM, taxes and other property expenses, failure to comply or remain in compliance with covenants in the Company’s debt instruments, failure or inability to exercise available extension options on debt instruments, failure of Glimcher to qualify as a real estate investment trust, termination of existing JV arrangements, conflicts of interest with the Company’s existing JV partners, failure to achieve projected returns on development properties, the failure to sell malls and community centers and the failure to sell such properties when anticipated, the failure to achieve estimated sales prices and proceeds from the sale of malls, increases in impairment charges, additional impairment charges, as well as other risks listed in this news release and from time to time in Glimcher’s reports filed with the Securities and Exchange Commission or otherwise publicly disseminated by Glimcher.

###

Visit Glimcher at:  www.glimcher.com