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): December 16, 2011

 

 

 

NorthStar Real Estate Income Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   333-157688   26-4141646

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

399 Park Avenue, 18th Floor, New York, New York 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 547-2600

 

Not applicable

(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 (see General Instruction A.2. below):

 

¨ 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 8.01. Other Events.

On December 16, 2011 (the “Closing Date”), NorthStar Real Estate Income Trust, Inc. (the “Company”), through a subsidiary, directly originated four cross-collateralized senior loans totaling $29.8 million (collectively, the “Senior Loan”). The Senior Loan is secured by four hotel properties (each a “Property” and collectively, the “Properties”) containing 500 rooms in aggregate and include:

 

   

a 136-room Aloft (Starwood brand) in Chesapeake, Virginia;

 

   

a 139-room Hilton Garden Inn (Hilton brand) in Hampton, Virginia;

 

   

a 132-room Springhill Suites (Marriott brand) in Chesapeake, Virginia; and

 

   

a 93-room Holiday Inn Express (Intercontinental brand) in Williamsburg, Virginia.

The Company funded the Senior Loan with proceeds from its ongoing initial public offering. The Senior Loan proceeds were used to partially capitalize the refinance of the Properties by an unrelated third party borrower (the “Borrower”). The Borrower, together with its affiliates, has developed and managed similar hotel properties for over 25 years, has extensive experience in this geographic area and originally developed the Properties for an aggregate cost of $67.4 million, which included $12.5 million of original Borrower equity. On the Closing Date, the Borrower contributed an additional $6.8 million of equity capital to completely satisfy the previously outstanding borrowings on the Properties, pay closing costs and fund approximately $2.1 million of capital improvements.

The Senior Loan bears interest at a floating rate of 5.25% over the one-month London Interbank Offered Rate (the “LIBOR Rate”), but at no point shall the LIBOR Rate be less than 3.00%, resulting in a minimum interest rate of 8.25% per annum. In addition, the Company earned an upfront fee equal to 1.0% of the Senior Loan and will earn a fee equal to 1.0% of the original principal balance upon repayment.

The initial term of the Senior Loan is 36 months, with two one-year extension options available to the Borrower, subject to the satisfaction of certain performance tests. The Senior Loan may be prepaid in whole or in part during the first 24 months, provided the Borrower pays the remaining interest due on the amount prepaid through the first 24 months. Thereafter, the Senior Loan may be prepaid in whole or in part without penalty. In addition, a Property may be released from the lien of the Senior Loan in connection with a prepayment provided that the minimum amount prepaid is greater than 125% of the Senior Loan amount allocated to such Property.

As of the Closing Date, the Senior Loan’s loan-to-value ratio (the “LTV Ratio”) was approximately 66%. Based on the trailing twelve month operating performance of the Properties ending September 30, 2011, the weighted average occupancy was approximately 62%, the net operating income (“Net Operating Income”) was approximately $2.8 million, the debt yield (the “Debt Yield”) was approximately 9.6% and Net Operating Income exceeded the aggregate annual interest payments by approximately 1.16x (the “Interest Coverage”).

The LTV Ratio is the amount of the Senior Loan divided by the current appraised value of the Properties as of November 2, 2011. Net Operating Income is calculated based on the trailing twelve month net cash flow as of September 30, 2011. The Debt Yield is Net Operating Income divided by the amount of the Senior Loan and the Interest Coverage is calculated as Net Operating Income divided by the projected annual interest to be paid by the Borrower.

Safe Harbor Statement

Certain items in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words like “anticipate,” “believe,” “plan,” “hope,” “goal,” “expect,” “future,” “intend,” “will,” “could,” and “should” and similar expressions. These statements are based on the Company’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward looking statements; the Company can give no assurance that its expectations will be attained. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the ability of the Borrower to maintain or increase revenue per available room, the ability of the Borrower to retain the brand affiliation on each Property, occupancy and cash flows at the Properties, strength of hotel branding and marketing, future value, income-producing ability, impact of any losses on cash flows and returns, market room rates and property level cash flows, local economies where the Properties are located, changes in economic conditions generally and the real estate and debt markets specifically, availability of capital, ability to achieve targeted returns, generally accepted accounting principles and policies and rules applicable to REITs. Factors that could cause actual results to differ materially from those in the


forward-looking statements are specified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and its other filings with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NORTHSTAR REAL ESTATE INCOME TRUST, INC.
Date: December 20, 2011     By:  

/s/ Ronald J. Lieberman

      Ronald J. Lieberman
      General Counsel and Secretary