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) May 24, 2006
NEWKIRK REALTY TRUST, INC.
(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.
As reported on April 5, 2006, The Newkirk Master Limited Partnership (the
"Operating Partnership"), the operating partnership of Newkirk Realty Trust,
Inc., 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 formed 111 Debt Holdings
LLC ("Holdings") for the purpose of acquiring and originating loans secured,
directly and indirectly, by real estate assets. Also as reported on April 5,
2006, a direct and indirect wholly-owned subsidiary of Holdings entered into a
$300 million repurchase agreement with Column Financial Inc. (the "Column
Repurchase Agreement"). See the Operating Partnership's Form 8-K filed April 5,
2006 for information relating to the Column Repurchase Agreement.
On May 24, 2006, 111 Debt Acquisition-Two LLC ("111 Acquisition Two"), a
entity wholly-owned by Holdings, entered into a $200 million repurchase
agreement with Bear, Stearns International Limited (the "Bear Repurchase
Agreement") pursuant to which 111 Acquisition Two expects to leverage up to 75%
of the assets held in the joint venture at a rate of LIBOR plus a range of 1% to
1.25%, depending on the underlying asset. Accordingly, subsidiaries of Holdings
have effectively an aggregate of $500 million of borrowing capacity under the
Column Repurchase Agreement and the Bear Repurchase Agreement.
As of May 30, 2006, Holdings through its direct and indirect subsidiaries,
including 111 Acquisition Two, have acquired or originated the following debt
instruments:
o 10 year, BBB rated bond secured by net leased properties owned by
Kindercare Real Estate LLC with a face value of $11,700,000 and a
projected unleveraged yield to maturity of 7%, which was purchased on
February 13, 2006 for $11,200,000;
o $30,750,000 junior participation in a first mortgage secured by a 757,000
square foot office building in Dallas, Texas presently net leased to JP
Morgan Chase and has an initial interest rate of 8.67% which was acquired
on March 20, 2006, for a purchase price of $27,732,000
o $3,309,000 participation interest in a $18,750,000 mezzanine loan and a
$11,691,000 participation interest in a $66,500,000 mezzanine loan, which
were purchased on March 13, 2006, both of which are secured by the
ownership interests in entities owning fee title to retail stores net
leased to Toys "R" Us, bear interest at a rate of LIBOR plus 175 basis
points and mature on August 9, 2007, subject to three one year extensions
o $1,500,000 mezzanine loan on a 130,000 square foot industrial/office
facility located in Shirley, New York and 100% leased to Rockwell
Automation which was originated on April 7, 2006. The mezzanine loan
matures May 1, 2016 and bears interest at 12% per annum.
o $10,000,000 participation in a mezzanine loan secured by the ownership
interest in the entity that owns One Madison Avenue, New York, New York, a
1,176,911 square foot office building which is 95.5% leased to Credit
Suisse through 2020. The participation bears interest at 5.91% and was
purchased at a discount for $8,469,000 on April 25, 2006.
o 2 year, BB rated floating rate bond backed by a diversified pool of loans
with an original face value of $3,000,000. The bond was purchased at a
spread of LIBOR plus 2.25% on May 8, 2006
o $13,000,000 junior participation interest in a first mortgage secured by
Centennial Tower, a 638,363 square foot office building located in
Atlanta, GA. The loan bears interest at 6.08% and was purchased at a
discount for $10,503,000 on May 25, 2006.
o $20,000,000 mezzanine loan on One Pepsi way, a 539,692 square foot office
building located in Somers, NY currently occupied by Pepsi Bottling Group
and General Motors. The mezzanine loan has an initial interest rate of
9.34% and was purchased on May 30, 2006.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Master Repurchase Agreement, dated May 24, 2006, between
Bear, Stearns International Limited and 111 Debt
Acquisition-Two LLC.
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 30th day of May, 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 30th day of May, 2006.
THE NEWKIRK MASTER LIMITED PARTNERSHIP
By: Newkirk Realty Trust, Inc.
By: /s/ Peter Braverman
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Peter Braverman
President