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EX-99 - FSP GALLERIA NORTH CORPeps99-1.htm
EX-10 - OFFICE LEASE AGREEMENT - FSP GALLERIA NORTH CORPex10-1.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): March 19, 2012

 

 

FSP GALLERIA NORTH CORP.

(Exact name of registrant as specified in its charter)

 

Delaware 000-51940 20-1641289

(State or other jurisdiction

of incorporation)

(Commission
File Number)
(IRS Employer
Identification No.)

 

 

401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880
(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code: (781) 557-1300

 

 

(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))
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Item 1.01 Entry into a Material Definitive Agreement.

 

FSP Galleria North Corp. (the “Registrant”) is a Delaware corporation formed to purchase, own and operate a sixteen-story Class “A” office tower containing approximately 379,518 rentable square feet of space located on approximately 4.8 acres of land in Dallas, Texas (the “Property”).  The Registrant operates in a manner intended to qualify as a real estate investment trust, or REIT, for federal income tax purposes. The Registrant acquired the Property through a limited partnership, FSP Galleria North Limited Partnership (the “Property Owner”), of which the Registrant is the sole limited partner and of which FSP Galleria North LLC, a wholly-owned subsidiary of the Registrant, is the sole general partner. The sole business of the Property Owner is to own and operate the Property; the sole business of each of FSP Galleria North LLC and the Registrant is to hold the equity interests of the Property Owner.

 

Effective March 15, 2012, the Property Owner and EmCare, Inc. (“EmCare”) entered into an Office Lease Agreement (the “Lease”) whereby EmCare will lease an aggregate of approximately 82,972 square feet, or approximately 21.86% of the Property’s rentable area, in two phases. The first phase (“Phase I”) consists of an aggregate of approximately 45,440 square feet, comprises the entireties of the fifteenth and sixteenth floors and amounts to approximately 11.97% of the Property’s rentable area. The Phase I commencement date is August 1, 2012. The second phase (“Phase II”) consists of an aggregate of approximately 37,532 square feet, comprises the entire fourteenth floor and a portion of the thirteenth floor and amounts to approximately 9.89% of the Property’s rentable area. The Phase II commencement date is January 1, 2014. The term of the Lease, both for Phase I and for Phase II, expires on January 31, 2024.

 

EmCare has the right to extend the term of the Lease for two additional periods of five years each or one additional term of ten years at prevailing market rental rates. EmCare also has a right of first refusal to lease the remaining vacant space on the thirteenth floor that is not part of Phase II and that becomes available for lease after the Phase I commencement date. In addition, EmCare has an on-going first right and opportunity to lease any space on the thirteenth floor that is not part of Phase II and that the Property Owner intends to offer for lease after the Phase I commencement date. Finally, EmCare has a one-time contraction right to reduce the size of its leased premises at the Property effective as of midnight on December 31, 2020 upon satisfaction of certain conditions, including delivery of written notice to the Property Owner no later than December 31, 2019 and payment of a contraction fee. The amount of space that is subject to contraction is limited to the amount of rentable area on the lowest floor that constitutes a portion of EmCare’s leased premises at the time of election.

 

Rent consists of base rental, EmCare’s electricity costs and EmCare’s share of basic operating costs and taxes above the initial base year of August 1, 2012 through July 31, 2013 for Phase I and 2014 for Phase II. Base rental increases during the term of the Lease and includes “free-rent” periods during lease months 30-39 for Phase I and lease months 13-18 for Phase II. The Property Owner is also obligated to fund an improvement allowance of up to $2,986,992 on or before December 31, 2014.

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EmCare’s obligations under the Lease are secured by a letter of credit from Bank of America, N.A. in the initial principal amount of $1,000,000 (subject to further reduction) and a guaranty from EmCare’s parent corporation, Emergency Medical Services Corporation.

 

The Lease is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the Lease is qualified in its entirety by the complete text of the Lease filed herewith.

 

Item 7.01. Regulation FD Disclosure.

 

On or about March 20, 2012, the Registrant will be mailing a letter to the holders of its preferred stock with information regarding recent leasing activity at the Property. The full text of the letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits

 

See Exhibit Index attached hereto.

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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.

 

  FSP GALLERIA NORTH CORP.
   
Date:  March 19, 2012 By:  /s/ George J. Carter
 

George J. Carter

President and Chief Executive Officer

 
       

 

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EXHIBIT INDEX

 

 

Exhibit No. Description
   
10.1 Office Lease Agreement between FSP Galleria North Limited Partnership and EmCare, Inc. dated effective March 15, 2012
   
99.1 Letter to holders of preferred stock in FSP Galleria North Corp. to be mailed on or about March 20, 2012

 

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