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EX-10.2 - PURCHASE AND SALE AGREEMENT - Gramercy Property Trustdex102.htm
EX-10.3 - DUKE/HULFISH, LLC AMENDED AND RESTATED LLC AGREEMENT - Gramercy Property Trustdex103.htm
EX-10.1 - THIRD AMENDED AND RESTATED ADVISORY AGREEMENT - Gramercy Property Trustdex101.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, 2010

 

 

CB RICHARD ELLIS REALTY TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   000-53200   56-2466617

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

47 Hulfish Street, Suite 210, Princeton, NJ 08542

(Address of principal executive offices)

(609) 683-4900

(Registrant’s telephone number, including area code)

 

 

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.

Duke Joint Venture Office Portfolio

The information disclosed under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Third Amended and Restated Advisory Agreement

On December 21, 2010, the Company entered into that certain third amended and restated advisory agreement (the “Amended Advisory Agreement”) with CBRE Operating Partnership, L.P., the Company’s operating partnership (“CBRE OP”) and CBRE Advisors LLC, the Company’s investment advisor (the “Investment Advisor”). The Amended Advisory Agreement contains the same terms and conditions as the Second Amended and Restated Advisory Agreement dated January 30, 2009, except that the term of the agreement has been extended to April 30, 2011, subject to an unlimited number of successive one-year renewals upon the mutual consent of the parties.

The foregoing description of the Amended Advisory Agreement is qualified in its entirety by reference to the text of the agreement which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

Duke Joint Venture Office Portfolio

On December 17, 2010, Duke/Hulfish, LLC, a joint venture (the “Duke Joint Venture”) between CBRE OP and Duke Realty Limited Partnership (“Duke”), the operating partnership of Duke Realty Corporation (NYSE: DRE), entered into a purchase and sale agreement (the “Purchase Agreement”) with Duke, Duke Secured Financing 2009-1PAC, LLC and Duke Realty Ohio, affiliates of Duke, for the acquisition of up to $516,650,000 in office real property assets (the “Office Portfolio”). The Office Portfolio consists of 20 office properties (each a “Property” and together the “Properties”) that are expected to be contributed to the Duke Joint Venture in three separate tranches. CBRE OP owns an 80% interest and Duke owns a 20% interest in the Duke Joint Venture. On December 21, 2010, the Duke Joint Venture acquired fee interests in the first tranche of Properties as described further below.

 

Property and
Market

 

Address

  Year
Built
    Major
Tenant1
  Net Rentable
Square Feet
    Major
Tenant

Lease
Expiration1
    Approximate
Purchase
Price2
    Pro Rata
Share of
Approximate
Purchase
Price3
    Percentage
Leased
    Acquisition
Fee4
 

McAuley Place /
Cincinnati, Ohio

  4600 McAuley Place, Blue Ash, Ohio     2001      Mercy Health Partners
of South West Ohio5
    190,733        08/2023      $ 35,000,000      $ 28,000,000        99     420,000   

Easton III/
Columbus, Ohio

  3344 Morse Crossing, Columbus, Ohio     2005      Lane Bryant6     135,485        01/2019      $ 18,000,000      $ 14,400,000        100     216,000   

Point West I /
Dallas, Texas

  1525 S. Beltline Road, Coppell, Texas     2008      American Home

Mortgage Services, Inc.7

    182,700        11/2016      $ 29,500,000      $ 23,600,000        100     354,000   

Sam Houston Crossing I/
Houston, Texas

  10343 Sam Houston Park Drive, Houston, Texas     2007      AMEC Paragon, Inc.8     159,175        05/2018      $ 25,500,000      $ 20,400,000        100     306,000   

Regency Creek I/ Raleigh,
North Carolina

  12040 Regency Parkway, Cary, North Carolina     2008      ABB, Inc.9     122,087        08/2017      $ 22,500,000      $ 18,000,000        100     270,000   

533 Maryville Centre/ St. Louis, Missouri

  533 Maryville University Drive, St. Louis, Missouri     2000      Eveready Battery
Company, Inc.10
    125,296        04/2021      $ 23,877,520      $ 19,102,016        100     286,530   

555 Maryville Centre / St. Louis, Missouri

  555 Maryville University Drive, St. Louis, Missouri     1999          127,082        04/2021      $ 19,472,480      $ 15,577,984        68     233,670   

 

(1)

Major tenants represent tenants that currently occupy more than 50,000 net rentable square feet. Properties which do not list a tenant are multi-tenant properties that do not currently have a single tenant that occupies more than 50,000 net rentable square feet.

 

(2)

Approximate total purchase price, exclusive of customary closing costs, paid by the Duke Joint Venture for each Property.

 

(3)

Pro rata share of approximate purchase price is at the Company’s pro rata share of effective ownership for each of these Properties, which was funded using net proceeds of the Company’s current public offering.

 

(4)

Acquisition fees payable to the Investment Advisor are not included in the total acquisition cost for the Properties.

 

2


 

(5)

Mercy Health Partners of South West Ohio is a healthcare system comprised of five hospitals and 38 physician practices serving the greater Cincinnati, Ohio area.

 

(6)

Lane Bryant, a division of Charming Shoppes, Inc. (NASDAQ:CHRS), is a chain of women’s retail clothing stores with over 850 stores in 48 states.

 

(7)

American Home Mortgage Services, Inc. is one of the country’s largest servicers of Alt-A and subprime loans on behalf of banks and other investors.

 

(8)

AMEC Paragon, Inc. is a provider of project management and engineering services to the oil and gas industry.

 

(9)

ABB, Inc. is a leader in power and automation technologies for utility and industrial customers.

 

(10)

Eveready Battery Company, Inc. is a division of Energizer Holdings, Inc. (NYSE:ENR), which manufactures batteries and lighting products.

The following table summarizes the remaining Properties in the Office Portfolio expected to be acquired by the Duke Joint Venture. Closing of each Property is subject to certain contingencies and there is no assurance that any of the Properties listed below will be acquired by the Duke Joint Venture.

List of Remaining Expected Properties

 

Property and Market

     Year
Built
      

Major Tenant(s)1

    

Net Rentable
Square Feet

     Estimated
Closing
Date
 

Norman Pointe I/
Minneapolis, MN

       2000         NCS Pearson, Inc.      212,722        3/31/11   

Norman Pointe II/
Minneapolis, MN

                   
       2007         General Services Administration;
Hartford Fire Insurance Company
     324,296        3/31/11   

The Landings I/
Cincinnati, Ohio

       2006         Citicorp North America, Inc.      175,695        3/31/11   

The Landings II/
Cincinnati, Ohio

       2007         —        175,076        3/31/11   

One Eastern Oval /
Columbus, Ohio

       1997         —        125,031        3/31/11   

Two Eastern Oval /
Columbus, Ohio

       1995         —        128,674        3/31/11   

Weston Pointe I /
Ft. Lauderdale, Florida

       1999         —        97,579        6/30/11   

Weston Pointe II /
Ft. Lauderdale, Florida

       2000         —        97,180        6/30/11   

Weston Pointe III /
Ft. Lauderdale, Florida

       2003         American Intercontinental University      97,178        6/30/11   

Weston Pointe IV /
Ft. Lauderdale, Florida

       2006         General Services Administration      96,175        6/30/11   

One Conway Park /
Chicago, Illinois

       1989         —        105,000        6/30/11   

West Lake at Conway /
Chicago, Illinois

       2008         —        99,538        6/30/11   

5525 Parkcenter Circle /
Columbus, Ohio

       1996         Nationwide Mutual Insurance Co.      315,102        6/30/11   

 

(1)

Major tenants represent tenants that currently occupy more than 50,000 net rentable square feet. Properties which do not list a tenant are multi-tenant properties that do not currently have a single tenant that occupies more than 50,000 net rentable square feet.

Upon the entry into the Purchase Agreement, CBRE OP and Duke entered into an amended and restated limited liability company agreement (the “Amended and Restated LLC Agreement”) for the Duke Joint Venture. The Amended and Restated LLC Agreement generally contains the same terms and conditions as the Limited Liability Company Agreement between CBRE OP and Duke dated June 12, 2008, except for the following material changes: (i) Duke has granted the Company a call option to acquire Duke’s entire interest in the Duke Joint Venture which such interest shall be valued based on the opinions of qualified appraisers and which the Company can elect to exercise anytime after June 30, 2012 upon the occurrence and adoption by resolution of certain triggering events and (ii) the Duke Joint Venture has certain rights to participate in the development of certain adjacent and nearby parcels of land currently owned by Duke.

 

3


The foregoing descriptions of the Purchase Agreement and the Amended and Restated LLC Agreement are qualified in their entirety by reference to the text of the agreements both of which are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

 

Item 8.01 Other Events.

Acquisition of Rickenbacker III (National Industrial Portfolio)

The Company, through a subsidiary of CBRE OP, has acquired the seventh and remaining property in the portfolio of seven warehouse distribution centers (collectively, the “National Industrial Portfolio”), previously disclosed on its Current Report on Form 8-K filed November 2, 2010, using the net proceeds from its current public offering, as detailed below.

 

Property and Market

   Year
Built
    

Tenant

   Net Rentable
Square Feet
     Percentage
Leased
    Lease
Expiration
     Approximate
Total
Acquisition Cost
 

Rickenbacker III /
Columbus, Ohio

     2001       Genco I, Inc.1      679,155         60.7     12/2013       $ 13,750,000   

 

(1)

Genco I, Inc. is a subsidiary of GENCO Supply Chain Solutions a provider of contract logistics services and a leading wholesaler of surplus inventories.

Upon closing, the Company paid the Investment Advisor a $206,250 acquisition fee.

First Quarter Distribution

The Company’s board of trustees has approved a quarterly distribution to shareholders of $0.15 per common share for the first quarter of 2011. The distribution will be calculated on a daily basis and paid on April 15, 2011 to shareholders of record during the period from January 1, 2011 through and including March 31, 2011.

Extension of the Company’s Current Public Offering

The Company’s board of trustees has approved an extension of its current public offering until January 30, 2012. Under the rules promulgated by the Securities and Exchange Commission, the Company could continue its current public offering in some circumstances until July 28, 2012. If the Company extends its current public offering beyond January 30, 2012, the Company will provide that information in a prospectus supplement. In many states, the Company will need to renew the registration statement or file a new registration statement to continue its current public offering for these periods. The Company may terminate its current public offering at any time.

 

Item 9.01 Financial Statements and Exhibits.

 

(a)

Financial Statements.

To be filed by amendment. Pursuant to Item 9.01 of Form 8-K, the registrant hereby undertakes to file financial statements filed in response to this item on an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Form 8-K must be filed.

 

(d)

Exhibits.

 

10.1    Third Amended and Restated Advisory Agreement, by and among CB Richard Ellis Realty Trust, CBRE Operating Partnership, L.P., and CBRE Advisors LLC, dated December 21, 2010.
10.2    Purchase and Sale Agreement, by and among Duke Realty Limited Partnership, Duke Secured Financing 2009-1PAC, LLC, Duke Realty Ohio and Duke/Princeton, LLC, dated December 17, 2010.
10.3    Duke/Hulfish, LLC Amended and Restated Limited Liability Company Agreement, by and among CBRE Operating Partnership, L.P. and Duke Realty Limited Partnership, dated December 17, 2010.

 

4


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.

 

  CB RICHARD ELLIS REALTY TRUST
December 23, 2010   By:   /S/    JACK A. CUNEO
  Name:    Jack A. Cuneo
  Title:   President and Chief Executive Officer