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): April 11, 2011

 

 

CB RICHARD ELLIS REALTY TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   000-53200   56-2466617
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

47 Hulfish Street, Suite 210, Princeton, NJ 08542

(Address of principal executive offices)

(609) 683-4900

(Registrant’s telephone number, including area code)

 

 

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:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

Acquisition of 70 & 90 Hudson Street

CB Richard Ellis Realty Trust (the “Company”) previously disclosed that the Company, through subsidiaries of CBRE Operating Partnership, L.P. (“CBRE OP”), its operating partnership, entered into two agreements of sale, one with 70 Hudson Street, L.L.C. and 70 Hudson Street Urban Renewal Associates, L.L.C. and the other with 90 Hudson Street, L.L.C. and 90 Hudson Street Urban Renewal Associates, L.L.C., all unrelated third parties, to acquire two office buildings located at 70 Hudson Street (“70 Hudson”) and 90 Hudson Street (“90 Hudson”) in Jersey City, New Jersey (collectively “70 & 90 Hudson”).

On April 11, 2011, the Company acquired a fee interest in each of 70 Hudson and 90 Hudson, for an aggregate purchase price of approximately $310,000,000, exclusive of customary closing costs and the assumption of approximately $238,419,000 in two existing mortgage loans, discussed in further detail in Item 2.03 below. The Company funded the approximately $71,581,000 balance of the aggregate purchase price, exclusive of closing costs, using the net proceeds from its current public offering. Upon closing, the Company paid CBRE Advisors LLC (the “Investment Advisor”) a $4,650,000 acquisition fee.

70 Hudson is a 409,272 square foot, 12-story office building constructed in 2000 located directly on the Hudson River waterfront across from lower Manhattan. The following table summarizes information regarding the tenant of 70 Hudson as of April 11, 2011:(1 )

 

Tenant

 

Principal
Nature of
Business

  Lease
Expiration
    Net
Rentable
Square
Feet
    Percentage
Leased
    Annualized
Base Rent
    Annualized
Base Rent Per
Leased
Square Foot
    Annualized
Effective
Rent Per
Leased
Square
Foot(2)
    Percentage
of Gross
Annual
Rent
 

Barclays Capital, Inc.(3)

 

Financial

    1/2016 (4)      409,272        100   $ 12,278,160      $ 30.00      $ 47.72        100

Total/Weighted Average:

      409,272        100   $ 12,278,160      $ 30.00      $ 47.72        100

 

(1) 

Because the Company did not own this property prior to April 11, 2011, it is unable to show data for years prior to this time.

 

(2) 

Annualized Effective Rent Per Leased Square Foot includes tenant reimbursables and other revenue.

 

(3) 

The tenant is Long Island Holding A, LLC, a wholly-owned subsidiary of Barclays Capital, Inc., a leading global investment bank based in the United Kingdom. Barclays Capital, Inc. is the investment banking division of Barclays Bank PLC (NYSE: BCS), a global bank, and remains financially responsible under the lease.

 

(4) 

There are no termination or renewal options.

90 Hudson is a 418,046 square foot, 12-story office building constructed in 1999 that is immediately adjacent to 70 Hudson along the Hudson River waterfront. The following table summarizes information regarding the tenants of 90 Hudson as of April 11, 2011:(1)

 

Tenant

 

Principal
Nature of
Business

  Lease
Expiration
    Net
Rentable
Square
Feet
    Percentage
Leased
    Annualized
Base Rent
    Annualized
Base Rent Per
Leased
Square Foot
    Annualized
Effective
Rent Per
Leased
Square
Foot(2)
    Percentage
of Gross
Annual
Rent
 

Lord Abbett & Co., LLC(3 )

 

Financial

    12/2024 (4)      148,894        36   $ 5,211,290      $ 35.00      $ 47.59        36

National Union Fire Insurance Company of
Pittsburgh, PA (
5)

 

Insurance

    12/2012 (6)      171,824        41   $ 6,010,440      $ 34.98      $ 44.41        39

NDB Capital Markets Corp.(7)

 

Financial

    12/2014 (8)      97,138        23   $ 3,399,830      $ 35.00      $ 48.17        24

Other(9)

 

Misc. 

    Various        190        <1   $ 141,863        —   (9)      —   (9)      1

Total/ Weighted Average:

      418,046         100   $ 14,763,423      $ 35.32      $ 46.74        100

 

(1) 

Because the Company did not own this property prior to April 11, 2011, it is unable to show data for years prior to this time.

 

(2) 

Annualized Effective Rent Per Leased Square Foot includes tenant reimbursables and other revenue.

 

(3) 

Lord Abbett & Co., LLC is an employee owned investment manager.

 

(4) 

There are no termination options. There is one 10-year renewal option at the then fair market rental rate.

 

(5) 

National Union Fire Insurance Company of Pittsburgh, PA operates as a subsidiary of American International Group, Inc. and is a national provider of commercial insurance solutions.

 

(6) 

There are two 5-year renewal options, each at 95% of the then fair market value rental rate.

 

(7) 

NDB Capital Markets Corp. is a subsidiary of National Discount Brokers Group, Inc., a NASDAQ market maker (NYSE: NDB).

 

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(8) 

Pursuant to a sublease, Lord Abbett & Co., LLC has taken occupancy of the premises subject to the existing lease with NDB Capital Markets Corp. In exchange for granting consent to this sublease, we have the right to require Lord Abbett & Co., LLC to incorporate the NDB Capital Markets Corp. premises into its primary lease with us through the remainder of the term expiring in December 2024, with one 10-year renewal option.

 

(9) 

Includes 190 square feet that is rented to the proprietor of a news stand and two antenna leases for rooftop space. Per square foot amounts for this category are not meaningful as the antennas are not allocated building square footage. However, antenna income is included in deriving the total per square foot amounts for the property.

At this time the Company currently has no plans with respect to the major renovation, improvement or redevelopment of 70 & 90 Hudson. Both 70 Hudson and 90 Hudson are participating in a payment in lieu of taxes program (a “PILOT program”), whereby they are exempt from property taxes for a period of 20 years (which period commenced on May 1998 for 90 Hudson and October 1999 for 70 Hudson), with the implementation of a lease/sublease structure between the subsidiary entities required to qualify for the PILOT program and to preserve the continuing tax abatement; however, ownership has agreed to make certain scheduled “service charge” payments to the City of Jersey City in lieu of such taxes. In 2010, the service charge paid with respect to 70 Hudson was approximately $1,170,000 and the service charge paid with respect to 90 Hudson was approximately $1,313,000. The annual service charges payable with respect to 70 Hudson and 90 Hudson are subject to staged adjustments and periodic increases through the term of the PILOT program, which is scheduled to end in May 2018.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 11, 2011, in connection with the acquisition of 70 & 90 Hudson as described in Item 2.01 above, the Company assumed approximately $238,419,000 in two existing mortgage loans (collectively, the “Assumed Loans”). The 70 Hudson mortgage loan has a current balance of approximately $120,857,000 and bears interest at a rate of 5.64% annually, matures on April 11, 2016, has a 30-year amortization schedule, may be defeased at any time subject to posting adequate defeasance collateral and related conditions and is pre-payable in whole, without penalty or premium, during the three month period immediately preceding the maturity date. The balance due at maturity is approximately $111,449,000. The 90 Hudson mortgage loan has a current balance of approximately $117,562,000 and bears interest at a rate of 5.66% annually, matures on May 1, 2016, has a 30-year amortization schedule and is pre-payable at any time subject to a prepayment premium of the greater of 1% of the then outstanding principal balance, except during the three month period immediately preceding the maturity date, when no such premium or other penalty shall apply. The balance due at maturity is approximately $106,953,000. A $50,000 fee was paid to CBRE Capital Markets, an affiliate of the Investment Advisor, in connection with the assumption of the 90 Hudson mortgage loan. In addition, the Company and/or CBRE OP has provided a guaranty of certain recourse obligations and an environmental indemnity for each of the Assumed Loans. The agreements pertaining to the Assumed Loans contain customary provisions, including representations, warranties, covenants and indemnifications.

 

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements. To be filed by amendment. Pursuant to Item 9.01 of Form 8–K, the registrant hereby undertakes to file financial statements filed in response to this item on an amendment to the Current Report on Form 8–K not later than 71 calendar days after the date that this Form 8–K must be filed.

 

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SIGNATURES

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.

 

    CB RICHARD ELLIS REALTY TRUST
April 14, 2011     By:  

/S/ PHILIP L. KIANKA

    Name:   Philip L. Kianka
    Title:   Chief Operating Officer

 

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