Item 1.01. Entry into a Material Definitive Agreement
On March 20, 2012, Winthrop Realty Trust (“Winthrop”), WRT Realty, L.P. (the “Operating Partnership”), 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., Stifel, Nicolaus & Company, Incorporated, and Jefferies & Company, Inc. as representatives for the several underwriters (collectively, the “Underwriters”) and, for the purposes of Section 3 only of the Underwriting Agreement Michael Ashner, providing for the issuance and sale to the Underwriters of an aggregate of 2,800,000 (the “Firm Shares”) of Winthrop’s 9.25% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, $1.00 par value per share (the “Series D Preferred Shares”) and the issuance and sale by Winthrop of up to an additional aggregate of 420,000 Series D Preferred Shares (the “Option Shares”), at a price of $25.0385 per share including accrued dividends, net of underwriting discount. Pursuant to the Underwriting Agreement, the Underwriters agreed to sell to, and Michael L. Ashner, Winthrop’s chief executive officer, agreed to purchase both for his own account and for that of his spouse and adult children, an aggregate of 5,000 Series D Preferred Shares at the offering price. The sale of the Firm Shares and the Option Shares closed on March 23, 2012 resulting in net proceeds to Winthrop of approximately $77,900,000. The first dividend payment on the Firm Shares and Option Shares sold in the offering will be for a full quarter and payable on June 29, 2012.
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. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption “Underwriting” contained in Winthrop’s prospectus, dated March 20, 2012, which has been filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which disclosure is hereby incorporated by reference.
On March 23, 2012, Winthrop and the Operating Partnership executed a Third Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership in connection with Winthrop’s completion of an underwritten public offering of 3,220,000 shares (including 420,000 shares issued pursuant to the overallotment option) of its Series D Preferred Shares. The Third Amendment to the Amended and Restated Agreement of Limited Partnership designates and authorizes the issuance to Winthrop by the Operating Partnership of up to 4,820,000 9.25% Series D Cumulative Redeemable Preferred Units (the “Series D Preferred Units”). The Series D Preferred Units have substantially similar rights, preferences and other privileges as the Series D Preferred Shares.
A copy of the Third Amendment to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 4.1.
