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 22, 2012
BRT REALTY TRUST
(Exact name of Registrant as specified in charter)
| Massachusetts | 001-07172 | 13-2755856 | ||
| (State or other jurisdiction of incorporation) | (Commission file No.) | (IRS Employer I.D. No.) |
| 60 Cutter Mill Road, Suite 303, Great Neck, New York | 11021 | |
| (Address of principal executive offices) | (Zip code) |
Registrant's telephone number, including area code 516-466-3100
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 22, 2012, our wholly-owned subsidiary, TRB Union Palm LLC (“TRB”), entered into a joint venture (the “Joint Venture”) with Elco Landmark at Garden Square Management, LLC (“Landmark”). Contemporaneously therewith, the Joint Venture purchased the Union Square Apartments, a 542 unit multi-family residential property located in Palm Beach Gardens, Florida from CSC Union Square, Ltd., a Florida limited partnership. The Joint Venture paid $63.7 million (inclusive of $4.3 million for, among other things, third party acquisition costs, commitment fees and insurance and real estate tax escrows) for the property, of which $45.2 million was financed. We contributed $14.48 million to the Joint Venture in exchange for our 80% equity interest therein.
The $45.2 million loan bears interest at the rate of 3.72% per annum, is interest only until March 2014, amortizes beginning April 2014 on a 30-year amortization schedule, matures in March 2019, is secured by the acquired property, provides for customary events of default and is non-recourse to us and TRB.
The joint venture agreement generally provides that cash flow (as determined in accordance therewith) generated by the Joint Venture is to be distributed not less than quarterly in the following descending order of priority:
| ● | to each member of the Joint Venture, pari passu, in proportion to their accrued and unpaid preferred return (i.e., an amount equal to 10% per annum, compounded quarterly on such member’s unreturned capital contribution), until the member’s capital contribution have been returned; |
| ● | to each member of the Joint Venture, pari passu until such members capital contributions have been returned; and |
| ● | thereafter, in accordance with the joint venture agreement. |
Section 2 – Financial Information
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 is incorporated herein by reference to the extent required to respond to the disclosures called for by this item.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated herein by reference to the extent required to respond to the disclosures called for by this item.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(a) | Financial Statements of Business Acquired |
| The financial statements, if any, required by this item will be filed by June 5, 2012 |
(b) | Pro Forma Financial Information |
| The pro forma financial information, if any, required by this item will be filed by June 5, 2012 |
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.
BRT REALTY TRUST | |||
| Date: March 28, 2012 | By: | /s/ David W. Kalish | |
| David W. Kalish | |||
| Senior Vice President - Finance | |||