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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 26, 1998
CAREY DIVERSIFIED LLC
(Exact name of registrant as specified in its charter)
DELAWARE 001-13779 13-3912578
(State of Organization) (Commission File No.) (IRS Employer
Identification
Number)
50 Rockefeller Plaza, 2nd Floor
New York, NY 10020
(Address of principal executive offices)
(212) 492-1100
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On March 26, 1998, Carey Diversified LLC (the "Company") entered
into a three year revolving credit facility which will provide the Company with
a line of credit of $150,000,000. The LIBOR-based facility has been syndicated
to a group of banks led by The Chase Manhattan Bank. The Company initially
expects to use the funds available under the credit facility to fund
acquisitions and build-to-suit projects and to pay off higher interest and/or
maturing debt.
Advances from the line of credit must be for at least $3,000,000
and in multiples of $500,000 for any single advance. Advances made will, at the
Company's option, bear interest at an annual rate of either (i) the one, two,
three or six-month LIBO Rate, as defined, plus a spread which ranges from 0.6%
to 1.45% depending on the Company's leverage or corporate credit rating, or (ii)
the greater of the bank's Prime Rate and the Federal Funds Effective Rate, plus
0.50%, plus a spread ranging from 0% to 0.125% depending on the Company's
leverage or corporate credit rating. In addition, the Company will pay a fee (a)
ranging between 0.15% and 0.20% per annum of the unused commitment amount,
depending on the Company's leverage, if the Company has not obtained a specified
minimum corporate credit rating, or (b) equal to 0.15% of the total commitment
amount, if the Company has obtained a specified minimum corporate credit rating.
The revolving credit agreement has financial covenants that
require the Company to (i) maintain minimum equity value of $400,000,000 plus
85% of amounts received by the Company as proceeds from the issuance of equity
interests and (ii) meet or exceed certain operating and coverage ratios. Such
operating and coverage ratios include, but are not limited to, (a) ratios of
earnings before interest, taxes, depreciation and amortization to fixed charges
for interest and (b) ratios of net operating income to interest expense.
The amounts due under the revolving credit agreement are secured
by a pledge by the Company of its interests in the nine limited partnerships in
the Corporate Property Associates series of limited partnerships (the
"Partnerships") controlled by the Company. Such pledge will be released as to
the interests in a particular Partnership if such Partnership becomes a
co-borrower under the revolving credit agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
The following exhibits are filed as part of this Current Report on Form 8-K:
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
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10.1 Credit Agreement by and among Carey Diversified LLC,
Chase Manhattan Bank, and the Bank of New York,
dated March 26, 1998.
99.1 Press Release From Carey Diversified LLC
(March 26, 1998)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CAREY DIVERSIFIED LLC
By: /s/ Francis Carey
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Francis Carey
Date: May 15, 1998