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| BRT > SEC Filings for BRT > Form 8-K on 14-Sep-2012 | All Recent SEC Filings |
14-Sep-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig
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.
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(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.
The information called for by this item is incorporated herein by reference to Item 1.01
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