Attached files
| file | filename |
|---|---|
| EX-10.5 - Behringer Harvard Short-Term Liquidating Trust | v164513_ex10-5.htm |
| EX-10.2 - Behringer Harvard Short-Term Liquidating Trust | v164513_ex10-2.htm |
| EX-10.1 - Behringer Harvard Short-Term Liquidating Trust | v164513_ex10-1.htm |
| EX-10.3 - Behringer Harvard Short-Term Liquidating Trust | v164513_ex10-3.htm |
| EX-10.4 - Behringer Harvard Short-Term Liquidating Trust | v164513_ex10-4.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE
ACT OF 1934
Date
of Report (Date of earliest event reported): November 3, 2009 (October 28,
2009)
Behringer
Harvard Short-Term Opportunity
Fund
I LP
(Exact
Name of Registrant as Specified in Its Charter)
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Texas
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000-51291
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71-0897614
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(State
or other jurisdiction of incorporation
or
organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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15601
Dallas Parkway, Suite 600, Addison, Texas
75001
(Address
of principal executive offices)
(Zip
Code)
(866)
655-1620
(Registrant’s
telephone number, including area code)
None
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a
Material Definitive Agreement.
The information set forth in Item 2.03
below is hereby incorporated by reference.
Item
2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
October 4, 2005, Behringer Harvard Mockingbird Commons LLC (“Borrower”), an
entity in which Behringer Harvard Short-Term Opportunity Fund I LP (which may be
referred to herein as the “Registrant,” “we,” “our,” or “us”) has a 70% direct
and indirect ownership interest, entered into a promissory note payable to
Credit Union Liquidity Services, LLC, f/k/a Texans Commercial Capital, LLC
(“Lender”), an unaffiliated third party, whereby the Borrower was permitted to
borrow up to $34 million (“Mockingbird Loan Agreement”). Proceeds
from the loan were used to construct luxury high-rise
condominiums. The maturity date of the Mockingbird Loan Agreement,
which was set to be October 1, 2008, was subsequently extended to October 1,
2009. As we previously disclosed in a Current Report on Form 8-K
filed with the Securities and Exchange Commission on October 7, 2009, the
outstanding principal balance due under the Mockingbird Loan Agreement was not
paid on October 1, 2009 as at that time we were in discussions with the Lender
regarding a modification of the Mockingbird Loan Agreement. We
remained current on interest payments under the Mockingbird Loan
Agreement.
Our
discussions with the Lender resulted in the Third Amendment to Note and
Construction Agreement (the “Amended Mockingbird Loan Agreement”) entered into
on October 29, 2009, effective October 1, 2009. The Amended
Mockingbird Loan Agreement, among other things, extends the maturity date of the
loan from October 1, 2009 to October 1, 2011 and permits leasing of the
residential condominium units pending their ultimate sale. In
addition, the Amended Mockingbird Loan Agreement required a principal payment of
$200,000, which was paid at closing from proceeds provided by borrowings from an
existing loan agreement between the Registrant and its sponsor, and an
additional principal payment of at least $3 million on or before September 30,
2010. Payments of interest only are due monthly with the unpaid
principal balance and all accrued but unpaid interest due on October 1,
2011. The Borrower was also required to deposit $300,000 into a
deposit account for the benefit of the Lender at closing and shall deposit an
additional $300,000 on a quarterly basis for the next three
quarters. These amounts are pledged as additional collateral for the
loan. The outstanding balance under the Amended Mockingbird Loan
Agreement was $25.2 million at October 1, 2009. Amounts
outstanding under the Amended Mockingbird Loan Agreement bear interest at the
Prime Rate plus one percent (1.0%).
The
Registrant has guaranteed payment of the obligation under the Amended
Mockingbird Loan Agreement in the event that, among other things, the Borrower
becomes insolvent or enters into bankruptcy proceedings (“First Amendment to
Guaranty Agreement”). The First Amendment to Guaranty Agreement establishes a
new net worth covenant for the Registrant. In addition, as referenced
below, the Registrant, who is also guarantor of the Amended Cassidy Ridge Loan
Agreement, has assigned a second lien position on the Cassidy Ridge Property to
the Lender in the amount of $12.6 million as additional security to the Amended
Mockingbird Loan Agreement. The Third Amendment to Note and
Construction Loan Agreement and the First Amendment to Guaranty Agreement have
been filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and are incorporated into this Item 2.03 disclosure by
reference.
Additionally,
on October 28, 2009, Behringer Harvard Mountain Village, LLC (“Cassidy Ridge
Borrower”), a wholly-owned subsidiary of the Registrant, entered into the Second
Modification Agreement (“Amended Cassidy Ridge Loan Agreement”) with Credit
Union Liquidity Services, LLC (“Cassidy Ridge Lender”), an unaffiliated third
party, effective October 1, 2009. The modification has been entered
into to permit the second lien position described above as additional security
for the Amended Mockingbird Loan Agreement. On September 25, 2008,
the Cassidy Ridge Borrower entered into a promissory note payable to the Cassidy
Ridge Lender, pursuant to which it was permitted to borrow a total principal
amount of $27.65 million. As of September 30, 2009, total
borrowings under the Amended Cassidy Ridge Loan Agreement were approximately
$8.8 million. Proceeds from the loan are being used to construct 23
luxury condominiums on a 1.56 acre site in Telluride Colorado (“Cassidy
Ridge”). The maturity date of the Amended Cassidy Ridge Loan
Agreement remains October 1, 2011 and the interest rate continues to be
equal to the greater of the Prime Rate plus one and one-half percent (1.50%) or
a fixed rate of 6.5%, with interest being calculated on the unpaid
principal. Monthly payments of unpaid accrued interest are required
through September 1, 2011 with a final payment of the outstanding principal and
unpaid accrued interest due on the maturity date.
2
The
Registrant has guaranteed payment of the obligation under the Amended Cassidy
Ridge Loan Agreement in the event that, among other things, the Cassidy Ridge
Borrower becomes insolvent or enters into bankruptcy proceedings (“Second
Amendment to Guaranty Agreement”). In addition, the Second Amendment
to Guaranty Agreement waives all prior failure to comply with certain covenants
and establishes new covenants for the Registrant who has guaranteed payment of
the obligation. Specifically, the Second Amendment to Guaranty
Agreement removes a liquidity covenant on the part of the Registrant and adds a
net worth covenant. The Amended Cassidy Ridge Loan Agreement is
secured by a deed of trust and the second lien position is secured by the Second
Amendment to Deed of Trust, Security Agreement, Financing Statement and
Assignment of Rental by the Cassidy Ridge Borrower to the Cassidy Ridge
Lender. The Second Modification Agreement, Second Amendment to
Guaranty Agreement and Second Deed of Trust, Security Agreement, Financing
Statement, and Assignment of Rental have been filed as Exhibits 10.3, 10.4 and
10.5, respectively, to this Current Report on Form 8-K and are incorporated into
this Item 2.03 disclosure by reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
The
exhibits filed in response to Item 601 of Regulation S-K are listed on the
Exhibit Index attached hereto.
3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Behringer
Harvard Short-Term
Opportunity
Fund I LP
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By:
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Behringer
Harvard Advisors II LP,
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Co-General
Partner
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Dated: November
3, 2009
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By:
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/s/
Gary S. Bresky
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Gary
S. Bresky
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Chief
Financial
Officer
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4
EXHIBIT
INDEX
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Third
Amendment to Note and Construction Loan Agreement by and between Behringer
Harvard Mockingbird Commons LLC and Credit Union Liquidity Services,
LLC.
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10.2
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First
Amendment to Guaranty Agreement by and between Behringer Harvard
Short-Term Opportunity Fund I LP and Credit Union Liquidity Services,
LLC.
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10.3
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Second
Modification Agreement by and between Behringer Harvard Mountain Village,
LLC and Credit Union Liquidity Services, LLC.
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Second
Amendment to Guaranty Agreement by and between Behringer Harvard
Short-Term Opportunity Fund I LP and Credit Union Liquidity Services,
LLC.
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10.5
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Second
Deed of Trust, Security Agreement, Financing Statement and Assignment of
Rental by Behringer Harvard Mockingbird Commons LLC, as grantor, to Credit
Union Liquidity Services,
LLC.
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5