SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 16, 2005
WINTHROP REALTY TRUST
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(Exact Name of Registrant as Specified in Its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
001-06249 34-6513657
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(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
(617) 570-4600
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(Registrant's Telephone Number, Including Area Code)
n/a
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFT|R 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 16, 2005, WRT Realty L.P. (the "Operating Partnership"), the
wholly-owned operating partnership of Winthrop Realty Trust (the "Trust"),
entered into a Revolving Loan Agreement with KeyBank, National Association
("KeyBank") pursuant to which the Operating Partnership can borrow, on a
revolving basis, up to $50 million, subject to increase up to $100 million. The
revolving credit line matures December 16, 2008 with the option on the part of
the Operating Partnership to extend the term for an additional year. Amounts
borrowed under the revolving credit line bear interest at rates based on the
Operating Partnership's leverage ratio ranging from LIBOR plus 1.5% to LIBOR
plus 2.25%. In addition, to the extent the Operating Partnership maintains cash
balances at KeyBank in excess of a certain threshold, the interest rate is
reduced to LIBOR plus 1.35%. In addition, the Operating Partnership is required
to pay a 15 or 25 basis point fee on the unused portion of the line, depending
on the amount borrowed.
The revolving credit line requires monthly payments of interest only. To
the extent that the amounts outstanding under the revolving credit line are in
excess of the borrowing base (as calculated), the Operating Partnership would be
required to make a principal payment to the extent of such excess. The Operating
Partnership may prepay and reborrow amounts prepaid under the credit line.
The revolving credit line is fully recourse to the Operating Partnership
and the Trust has guaranteed the Operating Partnership's obligations under the
revolving credit line. In addition, the revolving credit line is secured by
substantially all of the Operating Partnership's assets.
ITEM 7.01 Regulation FD Disclosure
On December 19, 2005, the Trust announced the transaction described in
Item 2.03 above. A copy of the press release is attached hereto as exhibit 99.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Loan Agreement, dated as of December 16, 2005, between WRT Realty
L.P. and KeyBank, National Association
10.2 Guaranty from Winthrop Realty Trust in favor of KeyBank, National
Association.
99. Press Release dated December 19, 2005
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 on this 21st day of December, 2005.
WINTHROP REALTY TRUST
By: /s/ Peter Braverman
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Peter Braverman
President