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): May 5, 2008
CB RICHARD ELLIS REALTY TRUST
(Exact name of registrant as specified in its charter)
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| Maryland | | 333-127405 | | 56-2466617 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
515 South Flower Street, Suite 3100, Los Angeles, California 90071
(Address of principal executive offices)
(609) 683-4900 or (213) 683-4222
(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. |
On May 5, 2008, CB Richard Ellis Realty Trust (the “Company”), through the Company’s operating partnership, CBRE Operating Partnership, L.P. (“CBOP”), entered into a contribution agreement (the “Contribution Agreement”) with Duke Realty Limited Partnership (“Duke”) and Duke/Hulfish, LLC (the “Joint Venture”) for the acquisition of up to $248,900,500 in industrial real property assets (the “Industrial Portfolio”). The Industrial Portfolio consists of six bulk industrial built-to-suit properties (each a “Property” and together the “Properties”) that are expected to be contributed to the Joint Venture during 2008.
One Property has been recently completed by Duke and is expected to be acquired by the Joint Venture during May 2008. The remaining five Properties are currently under construction and will be acquired by the Joint Venture upon completion, lease commencement and the satisfaction of other customary conditions.
CBOP will own an 80% interest and Duke will own a 20% interest in the Joint Venture. Upon acquisition of a Property, the Company and Duke will each contribute their pro-rata shares of the purchase price to the Joint Venture, as adjusted for any debt, customary closing items and working capital.
The following represents the list of Properties expected to be contributed to the Joint Venture pursuant to the Contribution Agreement. None of the Properties have an operating history, with five of the six Properties currently under construction. Closing of the contribution of each Property to the Joint Venture is subject to certain contingencies set forth in the Contribution Agreement and there is no assurance that any of the Properties listed below will be contributed to the Joint Venture on the specific terms described therein, or at all.
List of Expected Properties
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Location | | Property | | Tenant | | Net Rentable Sq. Ft. | | Estimated Closing Date |
| Phoenix, AZ | | Buckeye Logistics Center | | Amazon.com | | 604,678 | | May 2008 |
| Indianapolis, lN | | Anson Building 1 | | Amazon.com | | 630,570 | | November 2008 |
| Hutchins, TX | | Unilever Texas | | Unilever | | 822,550 | | November 2008 |
| Plainfield, IN | | Prime Distribution Center | | Prime Distribution | | 1,200,420 | | November 2008 |
| Jacksonville, FL | | Unilever Florida | | Unilever | | 722,210 | | November 2008 |
| West Jefferson, OH | | Kellogg’s | | Kellogg’s | | 1,142,400 | | December 2008 |
Upon the closing of the contribution of the first Property to the Joint Venture, CBOP and Duke will enter into an operating agreement for the Joint Venture. The term of the Joint Venture will be 10 years, subject to certain conditions. Duke will act as the managing member of the Joint Venture and will be entitled to receive fees in connection with the services it provides to the Joint Venture, including asset management, construction, development, leasing and property management services. Duke will also be entitled to a promoted interest in the Joint Venture. CBOP will have approval rights over all major decisions.
For a period of three years from the date of the operating agreement, the Joint Venture will have the right to acquire additional newly developed bulk industrial built-to-suit properties from Duke if such properties satisfy certain specified conditions. CBOP will retain the right to approve the purchase price of each such property. The total amount of properties (inclusive of the Industrial Portfolio) that may be contributed to the Joint Venture over this period may be up to $800 million.
A copy of the Contribution Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | | Exhibits |
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| 10.1 | | Contribution Agreement dated May 5, 2008, by and among Duke Realty Limited Partnership, Duke/Hulfish, LLC and CBRE Operating Partnership, L.P. |
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| 99.1 | | Press Release dated May 6, 2008. |
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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| | | | CB RICHARD ELLIS REALTY TRUST |
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| May 6, 2008 | | | | By: | | /s/ Jack A. Cuneo |
| | | | | | Name: Jack A. Cuneo Title: President and Chief Executive Officer |
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