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): October 29, 2007
CNL Income Properties, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 000-51288 | | 20-0183627 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (IRS employer identification no.) |
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| 450 South Orange Avenue, Orlando, Florida 32801 |
| (Address of principal executive offices) (Zip code) |
Registrant’s telephone number, including area code: 407-650-1000
(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. |
EAGLE Golf Clubs
As of October 29, 2007, we entered into an asset purchase agreement committing to acquire from American Golf Corporation and certain of its affiliates (collectively “AGC”) 28 golf courses (22 fee simple and six leasehold interests) (the “AGC Properties”) for a purchase price of $301.0 million. AGC currently manages over 160 private, resort and daily fee golf courses in the United States. As part of the transaction, Evergreen Alliance Golf Limited, L.P. (“EAGLE,” formerly known as “EAGL”), which currently operates 15 of our golf courses, will acquire 14 additional golf courses. On October 29, 2007, we provided a deposit of $11.5 million under the asset purchase agreement.
The following table sets forth the names and locations of each of the AGC Properties:
Fee Simple Interests
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| Mission Hills Country Club | | Northbrook, Illinois |
| Eagle Brook Country Club | | Geneva, Illinois |
| Majestic Oaks Golf Club | | Ham Lake, Minnesota |
| Ruffled Feathers Golf Club | | Lemont, Illinois |
| Tamarack Golf Club | | Naperville, Illinois |
| Continental Golf Course | | Scottsdale, Arizona |
| Desert Lakes Golf Course | | Bullhead City, Arizona |
| Tatum Ranch Golf Club | | Cave Creek, Arizona |
| Kokopelli Golf Course | | Gilbert, Arizona |
| Arrowhead Country Club | | Glendale, Arizona |
| Legend at Arrowhead Golf Resort | | Glendale, Arizona |
| London Bridge Golf Club | | Lake Havasu, Arizona |
| Superstition Springs Golf Club | | Mesa, Arizona |
| Foothills Golf Club | | Phoenix, Arizona |
| Stonecreek Golf Club | | Phoenix, Arizona |
| Painted Desert Golf Club | | Las Vegas, Nevada |
| Ancala Country Club | | Scottsdale, Arizona |
| Tallgrass Country Club | | Witchita, Kansas |
| Deer Creek Golf Club | | Overland Park, Kansas |
| Arrowhead Golf Club | | Littleton, Colorado |
| Hunt Valley Golf Club | | Phoenix, Maryland |
| Meadowbrook Country Club | | Tulsa, Oklahoma |
Leasehold Interests
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| David L. Baker Memorial Golf Center | | Fountain Valley, California |
| Forest Park Golf Course | | St. Louis, Missouri |
| Las Vegas Golf Club | | Las Vegas, Nevada |
| Shandin Hills Golf Club | | San Bernadino, California |
| Meadowlark Golf Course | | Huntington Beach, California |
| Micke Grove Golf Course | | Lodi, California |
Ten of the AGC Properties are private courses: Ancala Country Club, Arrowhead Country Club, Eagle Brook Country Club, Foothills Golf Club, Hunt Valley Golf Club, Meadowbrook Country Club, Mission Hills Country Club, Tallgrass Country Club, Tamarack Golf Club and Tatum Ranch Golf Club. The remainder of the AGC Properties are public golf courses. All of the AGC Properties feature an 18-hole golf course, except for Majestic Oaks Golf Club, London Bridge Golf Club and Forest Park Golf Course, which feature 45, 36, and 27-hole courses, respectively.
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We anticipate leasing our interests in the AGC Properties on a long-term triple-net basis to EAGLE to operate on our behalf. The leases for all properties are expected to have a 20-year initial term, with four 5-year renewal options. All of the leases will be cross-defaulted with our existing EAGLE Golf Club leases.
The transaction is expected to close by year end and is subject to the successful completion of due diligence and other terms and conditions. There can be no assurance that any or all of these conditions will be satisfied or, if satisfied, that the properties will ultimately be acquired.
Certain statements in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include our inability to satisfactorily complete closing conditions and diligence, inability to complete the permitting process and failure to negotiate the assignment and/or extensions of certain land permits or leases. Given these uncertainties, we caution investors and potential investors not to place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
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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.
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| Date: October 30, 2007 | | | | CNL INCOME PROPERTIES, INC. |
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| | | | /s/ Charles A. Muller |
| | | | Name: Charles A. Muller |
| | | | Title: Executive Vice President and Chief Operating Officer |
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