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STRS > SEC Filings for STRS > Form 8-K on 12-Sep-2012All Recent SEC Filings

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Form 8-K for STRATUS PROPERTIES INC


12-Sep-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhib


Item 1.01. Entry into a Material Definitive Agreement.

On September 10, 2012, Stratus Properties, Inc. (Stratus) entered into Loan Modification Agreements effective as of September 1, 2012, with American Strategic Income Portfolio Inc., American Select Portfolio Inc. and American Strategic Income Portfolio Inc.-II, under which Stratus extended the maturity dates, reduced the interest rate on five of its seven unsecured term loans and modified the prepayment provisions (the Loan Modification Agreements). The Loan Modification Agreements reduced the interest rate, from 8.750% to 7.250%, and
(1) extended the maturity date by three years, from December 31, 2012 to December 31, 2015, on the $3.0 million loan with American Strategic Income Portfolio Inc.-II and on the $3.5 million loan with American Select Portfolio Inc.; (2) extended the maturity date by three and a half years, from June 30, 2013 to December 31, 2016, on the $8.0 million loan with American Strategic Income Portfolio Inc.-II, and (3) extended the maturity by three months, from December 31, 2014 to March 31, 2015, on the $5.0 million loan with American Select Portfolio Inc. and on the $3.5 million loan with American Strategic Income Portfolio Inc., as reflected in the table below:

                                           Former     Modified     Former      Modified
                            Principal     Interest    Interest    Maturity     Maturity
Lender                       Balance        Rate        Rate        Date         Date
American Strategic         $  3,000,000    8.750%      7.250%    12/31/2012   12/31/2015
Income Portfolio Inc.-II

American Select               3,500,000    8.750%      7.250%    12/31/2012   12/31/2015
Portfolio Inc.

American Strategic            8,000,000    8.750%      7.250%    06/30/2013   12/31/2016
Income Portfolio Inc.-II

American Select               5,000,000    8.750%      7.250%    12/31/2014   3/31/2015
Portfolio Inc.

American Strategic            3,500,000    8.750%      7.250%    12/31/2014   3/31/2015
Income Portfolio Inc.

In addition, the Loan Modification Agreements modified the prepayment provisions of the five unsecured term loans, as reflected in the table below:

Lender                                        Prepayment Provisions
American Strategic Income      Ÿ Prior to December 31, 2012, Stratus may not
Portfolio Inc.-II                prepay the loan.
($3,000,000)                   Ÿ Beginning January 1, 2013, Stratus may prepay
                                 the loan, in whole or in part, subject to a
                                 reinvestment charge equal to (1) 2% of the
                                 principal amount prepaid between January 1, 2013
                                 and December 31, 2013, (2) 1% of the principal
                                 amount prepaid between January 1, 2014 through
                                 December 31, 2014, and (3) 0% of the principal
                                 amount prepaid after December 31, 2014.

American Select Portfolio      Ÿ Prior to December 31, 2012, Stratus may not
Inc.                             prepay the loan.
($3,500,000)                   Ÿ Beginning January 1, 2013, Stratus may prepay
                                 the loan, in whole or in part, subject to a
                                 reinvestment charge equal to (1) 2% of the
                                 principal amount prepaid between January 1, 2013
                                 and December 31, 2013, (2) 1% of the principal
                                 amount prepaid between January 1, 2014 through
                                 December 31, 2014, and (3) 0% of the principal
                                 amount prepaid after December 31, 2014.

American Strategic Income      Ÿ Prior to December 31, 2013, Stratus may not
Portfolio Inc.-II                prepay the loan.
($8,000,000)                   Ÿ Beginning January 1, 2014, Stratus may prepay
                                 the loan, in whole or in part, subject to a
                                 reinvestment charge equal to (1) 2% of the
                                 principal amount prepaid between January 1, 2014
                                 and December 31, 2014, (2) 1% of the principal
                                 amount prepaid between January 1, 2015 through
                                 December 31, 2015, and (3) 0% of the principal
                                 amount prepaid after December 31, 2015.

American Select Portfolio      Ÿ Stratus may prepay the loan subject to a
Inc.                             reinvestment charge equal to (1) 2% of the
($5,000,000)                     principal amount prepaid through March 31, 2013,
                                 (2) 1% of the principal amount prepaid between
                                 April 1, 2013 through March 31, 2014, and (3) 0%
                                 of the principal amount prepaid after March 31,
                                 2014.

American Strategic Income      Ÿ Stratus may prepay the loan subject to a
Portfolio Inc.                   reinvestment charge equal to (1) 2% of the
($3,500,000)                     principal amount prepaid through March 31, 2013,
                                 (2) 1% of the principal amount prepaid between
                                 April 1, 2013 through March 31, 2014, and (3) 0%
                                 of the principal amount prepaid after March 31,
                                 2014.


Lender                                        Prepayment Provisions
American Strategic Income     Ÿ Stratus may prepay the loan subject to a
Portfolio Inc.                  reinvestment charge equal to (1) 2% of the
($3,500,000)                    principal amount prepaid through March 31, 2013,
                                (2) 1% of the principal amount prepaid between
                                April 1, 2013 through March 31, 2014, and (3) 0%
                                of the principal amount prepaid after March 31,
                                2014.

On September 10, 2012, Stratus also paid in full, including accrued but unpaid interest (1) the $2.0 million unsecured term loan with American Strategic Income Portfolio Inc.-III scheduled to mature on December 31, 2012 and (2) the $7.0 million unsecured term loan with American Strategic Income Portfolio Inc.-III scheduled to mature on June 30, 2013.

All other terms and conditions under each of the loans remained unchanged. Currently, the aggregate principal balance outstanding under the five remaining outstanding unsecured term loans is $23.0 million. The Loan Modification Agreements are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The Exhibits included as part of this Current Report are listed in the attached Exhibit Index.


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