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AAT > SEC Filings for AAT > Form 8-K on 10-Oct-2012All Recent SEC Filings

Show all filings for AMERICAN ASSETS TRUST, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICAN ASSETS TRUST, INC.


10-Oct-2012

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.

On October 10, 2012, American Assets Trust, Inc. (the "Company"), through a direct or indirect subsidiary of its operating partnership, American Assets Trust, L.P., entered into a ten-year non-recourse mortgage loan with PNC Bank, National Association with an original principal amount of $111,000,000 (the "Loan"). The Loan is secured by a first-priority deed of trust on City Center Bellevue, an approximately 497,000 square foot, 27-story LEED-EB Gold certified office building located at 500 108th Avenue NE, Bellevue, Washington (the "Property") and an assignment of all leases, rents and security deposits relating to the Property. Proceeds of the Loan will be used to reduce the amounts outstanding on the Company's credit facility.
The Loan has a maturity date of November 1, 2022, bears interest at a fixed rate per annum of 3.98 % and is interest only. American Assets Trust, L.P. has provided the non-recourse carve-out guaranty and environmental indemnity. Commencing on November 1, 2015, the Loan may be voluntarily prepaid in whole or in part, subject to satisfaction of customary yield maintenance requirements in effect for a prepayment prior to May 1, 2022, at which time the Loan may be voluntarily prepaid without penalty or premium. The loan documents contain customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the documents evidencing the Loan and bankruptcy or other insolvency events.
The foregoing description of the Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the (i) Deed of Trust and Security Agreement and (ii) Promissory Note, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 regarding the Loan is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.

On October 10, 2012, the Company issued a press release regarding the closing of the Loan. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:
The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit
Number  Exhibit Description
 10.1   Deed of Trust and Security Agreement by and between AAT CC Bellevue, LLC,
        as Borrower, and PNC Bank, National Association, as Lender, dated October
        10, 2012.
 10.2   Promissory Note by AAT CC Bellevue, LLC, as maker, to PNC Bank, National
        Association, dated as of October 10, 2012.
 99.1   Press release issued by American Assets Trust, Inc. dated October 10,
        2012.


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