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) March 31, 2006
NEWKIRK REALTY TRUST, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-32662 20-3164488
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
THE NEWKIRK MASTER LIMITED PARTNERSHIP
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-50268 11-3636084
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (617) 570-4680
Former Name or Former Address, if Changed Since Last Report: N/A
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 1.01. Entry into a Material Definitive Agreement.
Joint Venture Transaction
On March 31, 2006, The Newkirk Master Limited Partnership (the "Operating
Partnership"), the operating partnership of Newkirk Realty Trust, Inc., entered
into a joint venture with WRT Realty, L.P., the operating partnership for
Winthrop Realty Trust ("Winthrop") and FUR Holdings LLC, the controlling entity
of the outside advisors of both the Operating Partnership and Winthrop. The
joint venture was formed for the purpose of acquiring and originating loans
secured, directly and indirectly, by real estate assets. Each of the Operating
Partnership and Winthrop has committed to invest up to $50 million each in the
joint venture. Each of the Operating Partnership and Winthrop hold a 50%
interest in the joint venture with FUR Holdings acting solely as a non-equity
administrative manager. FUR Holdings is entitled to no fees from the joint
venture. Management of the joint venture is vested in an investment committee
that consists of an equal number of members appointed by each of the Operating
Partnership and Winthrop with one additional member being appointed by FUR
Holdings. All actions to be taken by the joint venture for which investment
committee approval is required requires the consent of at least one member of
the investment committee appointed by the Operating Partnership.
The assets of the joint venture will be held in one of three subsidiaries
established by the joint venture. The joint venture entered into a $300 million
repurchase agreement with Column Financial Inc. pursuant to which the joint
venture expects to leverage up to 75% of the assets held in the joint venture
(the "Column Repurchase Agreement") at a rate of LIBOR plus a range of .60% to
1%, depending on the underlying asset. It is further anticipated that the joint
venture will enter into a second repurchase agreement enabling the joint venture
to obtain an additional $200 million in leverage. Accordingly, it is presently
contemplated that the joint venture will acquire and originate an aggregate of
approximately $600 million in loan obligations secured by real estate assets.
Upon acquisition and origination of a sufficient level of loan obligations, the
joint venture may form one or more collateral debt obligation pools in order to
realize additional value from these investments.
The Operating Partnership's previously acquired loan assets secured by
properties leased to Toys "R" Us and JPMorgan Chase, as well as certain
corporate bonds, were contributed to the joint venture as the Operating
Partnership's initial capital contribution. After giving effect to financing
provided on these assets from the Column Repurchase Agreement, each of the
Operating Partnership's and Winthrop's initial capital contributions to the
joint venture were $10,873,689.62.
Albertson's Sale
On April 3, 2006, the Operating Partnership entered into a letter of
intent to sell 50 of its retail properties that are leased to Albertson's Inc.
to Kimco Realty Corporation and Schottenstein Stores Corporation for a gross
purchase price of $160 million. The sale is subject to a number of conditions
including buyers' due diligence review of the properties and the consummation by
buyers of their acquisition of certain assets of Albertson's Inc. It is expected
that the transaction will be consummated, if at all, during the third quarter of
2006.
ITEM 8.01 Other Events
The Operating Partnership acquired a 639,000 square foot property located
in Statesville, North Carolina for a purchase price of $20,500,000. The
property, which serves as a distribution facility for LA-Z-Boy Incorporated, is
currently leased to LA-Z-Boy Greensboro Inc. and guaranteed by LA-Z-Boy
Incorporated.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Limited Liability Company Agreement of 111 Debt Holdings LLC,
dated March 31, 2006, among The Newkirk Master Limited
Partnership, WRT Realty, L.P. and FUR Holdings LLC
10.2 Master Repurchase Agreement, dated March 30, 2006, among
Column Financial Inc., 111 Debt Acquisition LLC, 111 Debt
Acquisition Mezz LLC and Newkirk Realty Trust, Inc.
99.1 Press Release issued March 31, 2006
99.2 Press Release issued April 3, 2006
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 on this 4th day of April, 2006.
NEWKIRK REALTY TRUST, INC.
By: /s/ Peter Braverman
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Peter Braverman
President
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 on this 4th day of April, 2006.
THE NEWKIRK MASTER LIMITED PARTNERSHIP
By: Newkirk Realty Trust, Inc.
By: /s/ Peter Braverman
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Peter Braverman
President