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EX-10.1 - EX-10.1 - InvenTrust Properties Corp.d652466dex101.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): January 3, 2014 (December 30, 2013)

 

 

INLAND AMERICAN REAL ESTATE TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   000-51609   34-2019608

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2901 Butterfield Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

(630) 218-8000

(Registrant’s Telephone Number, Including Area Code)

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:

 

  ¨ 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 December 30, 2013, Inland American Real Estate Trust, Inc., a Maryland corporation (the “Company”), entered into a Sixth Master Management Agreement and Property Management Agreement Amendment Agreement (the “Amendment”) with Inland American Industrial Management LLC, Inland American Office Management LLC and Inland American Retail Management LLC (each a “Manager”), which amended all of the Company’s master management agreements with the Managers, dated July 1, 2012, as amended (the “Master Management Agreements”), and individual property management agreements between the Company’s subsidiaries and the Managers, as amended (the “Individual Management Agreements”), which taken together govern the management of all of the Company’s properties.

Each Manager’s sole member is Inland American Holdco Management LLC, which has three members, all corporations that are controlled by the principals of The Inland Group, Inc. but which are owned by a number of individuals. Neither The Inland Group, Inc. nor any of its subsidiaries own any shares of stock in these corporations.

The Inland Group, Inc. is the ultimate parent of the Company’s sponsor, Inland Real Estate Investment Corporation, and the Company’s business manager, Inland American Business Manager & Advisor, Inc.

The Amendment changes the date by which a notice of termination must be delivered in order to prevent the automatic renewal of the Master Management Agreements and Individual Management Agreements. The new termination notice deadline for each agreement is January 31, 2014. Prior to executing the Amendment, the termination notice deadline for each agreement was December 31, 2013.

The Amendment also changes the termination date for each of the Master Management Agreements and Individual Management Agreements from the earlier of 120 calendar days following the delivery of a termination notice or April 30, 2014 to the earlier of 120 calendar days following the delivery of a termination notice or May 31, 2014.

In all other respects, the terms and conditions of the Master Management Agreements and Individual Management Agreements remain unchanged.

The information set forth above with respect to the Amendment does not purport to be complete in scope and is qualified in its entirety by the full text of the Amendment attached hereto as Exhibit 10.1 and incorporated into this Item 1.01 disclosure by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit

No.

  

Description

10.1

   Sixth Master Management Agreement and Property Management Agreement Amendment Agreement, dated as of December 30, 2013, by and among Inland American Real Estate Trust, Inc. and Inland American Industrial Management LLC, Inland American Office Management LLC and Inland American Retail Management LLC


SIGNATURE

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.

 

  INLAND AMERICAN REAL ESTATE TRUST, INC.
Date: January 3, 2014     By:  

/s/ Jack Potts

    Name:   Jack Potts
    Title:   Principal Financial Officer


EXHIBIT INDEX

 

Exhibit

No.

  

Description

10.1

   Sixth Master Management Agreement and Property Management Agreement Amendment Agreement, dated as of December 30, 2013, by and among Inland American Real Estate Trust, Inc. and Inland American Industrial Management LLC, Inland American Office Management LLC and Inland American Retail Management LLC