Attached files
| file | filename |
|---|---|
| EX-10.4 - Summit Healthcare REIT, Inc | v169075_ex10-4.htm |
| EX-10.1 - Summit Healthcare REIT, Inc | v169075_ex10-1.htm |
| EX-10.3 - Summit Healthcare REIT, Inc | v169075_ex10-3.htm |
| EX-10.2 - Summit Healthcare REIT, Inc | v169075_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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):
December
14, 2009
CORNERSTONE
CORE PROPERTIES
REIT,
INC.
(Exact
name of registrant as specified in its charter)
|
Maryland
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000-52566
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73-1721791
|
||
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(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
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1920
Main Street, Suite 400
Irvine,
CA 92614
(Address
of principal executive offices)
(949)
852-1007
(Registrant’s
telephone number, including area code)
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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
December 14, 2009, through a wholly-owned subsidiary, we made a participating
first mortgage loan commitment of $8.0 million (the “Senior Loan”) to Nantucket
Acquisition LLC (“Nantucket Acquisition”), a Delaware limited liability company
managed by Cornerstone Ventures Inc. (“CVI”), an affiliate of our advisor, in
connection with Nantucket Acquisition’s purchase of a 60-unit senior living
community known as Sherburne Commons located on the exclusive island of
Nantucket, MA (the “Property”). The terms of the Senior Loan were
approved by our board of directors, including a majority of our independent
directors, not otherwise interested in the transaction, as being (i) consistent
with our charter imposed limitations on mortgage loans involving affiliates of
our sponsor and (ii) fair, competitive and commercially reasonable and on terms
no less favorable to us than loans between unaffiliated parties under the same
circumstances. We received a loan origination fee of 1.0% at loan
closing.
The
Senior Loan matures on January 1, 2015, with no option to extend and bears
interest at a fixed rate of 8.0% for the term of the loan. Interest
will be paid monthly with principal due at maturity. In addition,
under the terms of the Senior Loan, we are entitled to receive additional
interest in the form of a 40% participation in the "shared appreciation" of the
property, which is calculated based on the net sales proceeds if the Property is
sold, or the Property's appraised value, less ordinary disposition costs, if the
Property has not been sold by the time the Senior Loan matures. Prepayment of
the Senior Loan is not permitted without our consent and the loan is not
assumable. Other members of Nantucket Acquisition include CVI, our advisor, and
other of their affiliates.
Nantucket
Acquisition acquired the Property that was built at a construction cost of
approximately $33.0 million, for an initial price of $6.0 million plus a
commitment to fund certain closing costs and working capital requirements that
will bring the total transaction cost to $9.5 million over time. In connection
with the closing of the acquisition, Nantucket Acquisition drew approximately
$6.5 million of the proceeds of the Senior Loan, the remaining $1.5 million
available under the Senior Loan will be drawn as
needed.
Item
1.02 Termination of a Material Definitive Agreement
On January 22, 2009, we
made a $14 million acquisition bridge loan to Caruth Haven L.P, a Delaware
limited partnership that is a wholly-owned subsidiary of Cornerstone Growth
& Income REIT, Inc., a publicly offered, non-traded REIT sponsored by
affiliates of our sponsor. The loan was to mature on January 21, 2010
subject to the borrower's right to repay the loan, in whole or in part, on or
before January 21, 2010 without incurring any prepayment penalty. On
December 16, 2009, Caruth Haven L.P. fully repaid the loan amount of $14
million.
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit No.
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Description
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10.1
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Promissory
Note in the amount of $6,640,000.00 made as of December 14, 2009 by
NANTUCKET ACQUISITION LLC, to and in favor of CORNERSTONE OPERATING
PARTNERSHIP, L.P.
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|
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10.2
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Promissory
Note (with Shared Appreciation) in the amount of $1,360,000.00 made as of
December 14, 2009 by NANTUCKET ACQUISITION LLC, to and in favor of
CORNERSTONE OPERATING PARTNERSHIP, L.P.
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10.3
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Leasehold
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture
Filing made as of December 14, 2009, by NANTUCKET ACQUISITION LLC, as
Borrower to CORNERSTONE OPERATING PARTNERSHIP, L.P., as
Lender.
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10.4
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Operating
Agreement for Nantucket Acquisition LLC dated as of December 14,
2009.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CORNERSTONE
CORE PROPERTIES REIT, INC.
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||
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By:
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/s/
Sharon C. Kaiser
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Sharon
C. Kaiser, Chief Financial
Officer
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Dated:
December 17, 2009