Item 1.01. Entry into a Material Definitive Agreement
On September 22, 2010, Winthrop Realty Trust (“Winthrop”), WRT Realty, L.P., Winthrop’s wholly-owned operating partnership, and FUR Advisors LLC, Winthrop’s external advisor, entered into an underwriting agreement (“Underwriting Agreement”) with Barclays Capital Inc. (the “Underwriter”) providing for the issue and sale to the underwriters of an aggregate of 5,000,000 (the “Firm Shares”) of Winthrop’s Common Shares of Beneficial Interest, $1.00 par value per share (the “Common Shares”) and the issuance and sale by Winthrop of an additional aggregate of 750,000 Common Shares (the “Option Shares”). Pursuant to the Underwriting Agreement, on September 27, 2010 Winthrop sold to the Underwriter both the Firm Shares and, as a result of the exercise by the Underwriter of its over-allotment option, the Option Shares at a price, net of underwriting commissions, of $11.6375 per share other than with respect to 200,000 Common Shares allocated to FUR Investors LLC and its affiliates which were not subject to an underwriting commission and were sold to the Underwriter at the offering price of $12.25 per share.
The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01. Other Matters
On September 22, 2010, Winthrop issued a press release announcing the pricing of the Shares to be sold pursuant to the Underwriting Agreement described in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1.
On September 27, 2010, Hahn Loeser & Parks LLP delivered its legality opinion with respect to the Offered Shares and the Option Shares. A copy of the legality opinion is attached hereto as Exhibit 5.1 and incorporated herein by reference.
On September 27, 2010, Winthrop issued a press release announcing the sale of the Firm Shares and the Option Shares. A copy of the press release is attached hereto as Exhibit 99.2
Item 9.01. Financial Statements and Exhibits
| | 1.1 | Underwriting Agreement, dated September 22, 2010 among Winthrop Realty Trust, WRT Realty, L.P., FUR Advisors LLC and Barclays Capital Inc. |
| | 5.1 | Opinion of Hahn Loeser & Parks LLP |
| | 23.1 | Consent of Hahn Loeser & Parks LLP (included in the opinion filed as Exhibit 5.1) |
| | 99.1 | Press Release dated September 22, 2010. |
| | 99.2 | Press Release dated September 27, 2010. |
