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EX-99.1 - Lightstone Value Plus Real Estate Investment Trust, Inc. | v196003_ex99-1.htm |
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): August 30, 2010
LIGHTSTONE VALUE PLUS REAL
ESTATE INVESTMENT TRUST, INC.
(Exact
Name of Registrant as Specified in its Charter)
Maryland
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333-117367
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20-1237795
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
No.)
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Identification
No.)
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1985
Cedar Bridge Avenue, Suite 1
Lakewood, New Jersey
08701
(Address
of Principal Executive Office) (Zip Code)
Registrant’s
Telephone Number, Including Area Code: (732) 367-0129
Not Applicable
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(Former
name or former address, if changed since last
report)
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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
2.01 Completion of Acquisition or Disposition of Assets.
On August 30, 2010, Lightstone Value
Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”),
Lightstone Value Plus REIT LP, a Delaware limited partnership and subsidiary of
the Company (the “Operating Partnership”), and Pro-DFJV Holdings LLC, a Delaware
limited liability company (together with the Company and the Operating
Partnership, the “LVP Parties”), completed the disposition of their interests in
Mill Run, LLC., a Delaware limited liability company, and Prime Outlets
Acquisition Company LLC (“POAC”), a Delaware limited liability company, to Simon
Property Group, Inc., a Delaware corporation, Simon Property Group, L.P., a
Delaware limited partnership (“Parent OP”), and Marco Capital Acquisition, LLC,
a Delaware limited liability company.
Under the terms of the deal, first
announced on December 8, 2009, the LVP Parties, before allocation to
noncontrolling interests, received $263.5 million in total consideration after
transaction expenses, of which approximately $206.3 million was in the form of
cash and the remainder was in the form of equity interests that are exchangeable
for common operating partnership units of Parent OP. The original deal was
amended so that the LVP Parties retained several properties, including the
Company’s St. Augustine outlet center and the Company’s 40% interest in the
Livermore and Grand Prairie development projects, which were part of POAC prior
to the transaction.
ITEM
8.01 Other Events.
As announced on July 28, 2010, the
Company’s Board of Directors declared a dividend lower than the Company’s
historical distribution rate pending the closing of the previously announced
disposition of our investments in certain retail outlet centers (“the
Disposition”). On August 30, 2010, upon the closing of the Disposition,
the Company’s Board of Directors authorized and the Company declared an
additional distribution for the three-month period ending June 30, 2010.
The distribution will be calculated based on stockholders of record each day
during this three-month period at a rate of $0.00109589 per day, and will equal
a daily amount that, if paid each day for a 365-day period, would equal a 4.0%
annualized rate based on a share price of $10.00. The distribution will be
paid in cash on October 15, 2010 to stockholders of record during the
three-month period ended June 30, 2010. The Company expects that the
stockholders will have an option to elect the receipt of shares under our
Distribution Reinvestment Program based upon the individual stockholder’s
preference on record. This will bring the distribution for the three
months ended June 30, 2010 to a grand total of an 8% annualized rate, which is
an increase over the prior quarterly distributions of an annualized rate of
7%.
The amount of distributions to be
distributed to our stockholders in the future will be determined by our Board of
Directors and are dependent on a number of factors, including funds available
for payment of dividends, our financial condition, capital expenditure
requirements and annual distribution requirements needed to maintain our status
as a REIT under the Internal Revenue Code.
ITEM
9.01 Financial Statements and Exhibits.
(b) Unaudited
Pro Forma Financial Information.
The unaudited pro forma consolidated
financial statements of Lightstone Value Plus
Real Estate Investment Trust, Inc. specified in Article 11 of Regulation S-X are
attached as Exhibit 99.1.
(d) Exhibits.
99.1 Lightstone
Value Plus Real Estate Investment Trust, Inc. Unaudited Pro Forma Consolidated
Financial Statements.
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.
LIGHTSTONE
VALUE PLUS REAL ESTATE
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INVESTMENT
TRUST, INC.
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By:
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/s/ Joseph E. Teichman
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Joseph
E. Teichman
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General
Counsel
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Date:
September 3, 2010