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| BRT > SEC Filings for BRT > Form 8-K on 25-Jun-2012 | All Recent SEC Filings |
25-Jun-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig
On or about June 20, 2012, our wholly-owned subsidiary, TRB Schilling LLC ("TRB"), entered into a joint venture (the "Joint Venture") with a subsidiary of Arenda Capital Partners II, LLC ("Arenda"). Contemporaneously therewith, the Joint Venture purchased Madison at Schilling Farms, a 325 unit multi-family residential property located at 160 Madison Farms Lane, Collierville, TN 38017 from G&I IV Madison LP, a Delaware limited partnership. The Joint Venture paid $33.87 million for the property (including the $32.1 million purchase price and $1.77 million representing, among other things, third party acquisition costs, commitment fees, and insurance and real estate tax escrows), of which $25.68 million was financed. We contributed $6.22 million to the Joint Venture in exchange for an 80% equity interest therein.
The $25.68 million loan bears interest at the rate of 3.91% per annum, is interest only until July 2015, amortizes on a 30 year amortization schedule thereafter, matures on July 1, 2022, is secured by the acquired property, provides for customary events of default and is non-recourse to us and TRB.
The joint venture agreement generally provides that cash flow (as determined in accordance therewith) generated by the Joint Venture, after the repayment of specified loans, if any, made by a member to the Joint Venture is to be distributed not less than quarterly in the following descending order of priority:
? to each member of the Joint Venture, pari passu, in proportion to their accrued and unpaid preferred return (i.e., an amount equal to 10% per annum, compounded quarterly on such member's unreturned capital contribution), until each member's preferred return has been paid in full;
? to each member of the Joint Venture, pari passu in proportion to their relative unreturned capital distributions, until such members capital contributions have been returned in full;
? 35% to Arenda and 65% to TRB until an internal rate of return of 15% has been achieved by TRB; and
? thereafter, 50% to each of the Arenda and TRB.
The information set forth in Item 1.01 is incorporated herein by this reference.
(a) Financial Statements of Business Acquired
The financial statements, if any, required by this item will be filed by September 4, 2012.
(b) Pro Forma Financial Information
The pro forma financial information, if any, required by this item will be filed by September 4, 2012.
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