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BRT > SEC Filings for BRT > Form 8-K on 14-Sep-2012All Recent SEC Filings

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Form 8-K for BRT REALTY TRUST


14-Sep-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig


Item 1.01 Entry into a Material Definitive Agreement

On September 11, 2012, RBH-TRB West I Mezz Urban Renewal Entity LLC and Teachers Village Project A QALICB Urban Renewal Entity, LLC ( "TVPA"), both subsidiaries of RBH-TRB Newark Holdings, LLC ("Newark Joint Venture" or "NJV"), entered into a series of agreements and transactions pursuant to which TVPA obtained access to approximately $51 million of construction and permanent financing, which, together with approximately $11.2 million of New Markets Tax Credits proceeds will, after paying the expenses of the transaction and paying down approximately $4 million of debt (exclusive of the repayment of $3 million in debt to us which is eliminated in consolidation), be used to construct three buildings. The buildings are located generally along Halsey Street, Williams Street and Maiden Lane in Newark, NJ (collectively, the "Property"). These buildings when completed, will total approximately 190,000 gross square feet and consist of 123 residential rental units and approximately 30,000 square feet of retail space. The Newark Joint Venture estimates that these buildings will be completed in 2013/2014. The residential rental units will be marketed to teachers and other personnel of public, private and charter schools in and around Newark, NJ. Twenty percent of the residential units are subject to affordability restrictions.

We own 50.1% of the Newark Joint Venture.

Set forth below is a summary of the material terms of these financing
arrangements:

      Sources         Nature Of Financing             Terms                 Proceeds

Goldman Sachs         Loan                  Matures August               $24,700,000 (1)
Senior Loans (1)                            2019. Interest only until
                                            August 2014 and then
                                            amortizes on a 25 year
                                            schedule. The interest
                                            rate is 300 basis points
                                            over LIBOR during
                                            construction (but in no
                                            event will exceed 4%) with
                                            an option to fix the
                                            interest rate for the five
                                            years beginning August
                                            2014.

Casino Reinvestment   Loan                  Matures September 2042 and     $5,250,000
Development                                 bears interest at the rate
Authority ("CRDA")                          of 3.278% per year. This
(2)                                         obligation is interest
                                            only until August 2019 and
                                            then amortizes over the
                                            remaining term.

Goldman Sachs Urban   Loan                  Matures December 2023.
Transit Hub Tax                             Interest rate is 8.5% per    $18,700,000(3)
Credits Loan (3)                            year. Interest accrues but
                                            is not payable until
                                            December 2014; thereafter,
                                            principal amortizes over
                                            the balance of the term
                                            and principal and interest
                                            are paid annually. It is
                                            anticipated that the
                                            principal and interest
                                            will be repaid by
                                            transferring to Goldman
                                            the tax credits
                                            anticipated to be
                                            generated by this project.

Redevelopment Area    Loan                  Matures in 2034. The bonds     $2,212,000
Bond (4)                                    are serviced in full by
                                            annual payment- in-lieu of
                                            taxes ("PILOT") of
                                            approximately $311,000 in
                                            2013 increasing to
                                            approximately $344,000 at
                                            maturity.


_____________


(1) Of such sum, approximately $15.7 million has been borrowed and $9 million is available upon satisfaction of construction draw conditions. This obligation is secured by a first mortgage on the Property, an assignment of the rents and leases on the Property and a pledge of the NJV's membership interests in TVPA.

(2) This loan is secured by a second mortgage on the Property, a second assignment of the rents and leases on the Property and a second priority pledge of the NJV's membership interests in TVPA.

(3) Of such sum, approximately $13.4 million has been borrowed and $5.3 million is available upon satisfaction of construction draw conditions. This loan is made to NJV and is solely secured by the state tax credits to be received by NJV upon completion of the specified improvements.

(4) The PILOT payments are payable in quarterly installments and may be subject to increase if the value of the land underlying the building is re-assessed.


The Newark Joint Venture has, with respect to the Goldman Sachs Senior Loans and the CRDA loan, guaranteed:

· The losses incurred by the lender by reason of certain "bad-acts" by the borrower (e.g., fraud and misappropriation); and

· The completion of the construction of the three buildings.

The Newark Joint Venture has, with respect to the Goldman Sachs Senior Loans, also guaranteed:

· The carrying costs associated with the Property (e.g., interest on the loans and the operating expenses of the buildings) until the Property achieves a 1.20:1.00 debt service coverage ratio for six consecutive months; and

· The principal associated with the loans until the Property achieves this debt service coverage ratio for such period.

The Newark Joint Venture has also agreed to indemnify the beneficiaries of the New Markets Tax Credits for losses sustained if such credits are disallowed. Such indemnity obligation will not exceed approximately $16 million (exclusive of interest and penalties) and is subject to reduction to the extent the credits are not disallowed.

This financing represents the second phase of three contemplated financing phases for the development of the Teachers' Village project. The third phase contemplates that an aggregate of approximately $30 million will be raised in 2012/2013 from public or private sources (other than the Newark Joint Venture) for the construction of three additional residential/retail buildings at Teachers' Village.

No assurance can be given that the buildings contemplated by any of the three phases will be built, that if built, that such buildings will generate positive cash flow or be profitable or that the financing to complete the remaining phase of the Teachers' Village project will be obtained.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant

The information called for by this item is incorporated herein by reference to Item 1.01


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