UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 27, 2012

 


 

TIAA REAL ESTATE ACCOUNT

(Exact Name of Registrant as Specified in its Charter)


 

 

New York

Not Applicable



(State or Other Jurisdiction of Incorporation)

(IRS Employer Identification No.)


 

33-92990, 333-172900


(Commission File Number)

 

c/o Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017-3206


(Address of principal executive offices) (Zip Code)

 

(Registrant’s Telephone Number, Including Area Code): (212) 490-9000

 

N/A


(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):

 

 

o

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

o

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

o

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

o

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




 

 

Item 8.01

Other Events.

          The independent fiduciary for the TIAA Real Estate Account (the “Registrant” or the “Account”) has indicated to management that, as of the date of this Current Report, it intends to initiate systematic redemptions of the liquidity units held by the TIAA General Account as follows. The independent fiduciary intends to cause a redemption of approximately one-quarter of the liquidity units held by Teachers Insurance and Annuity Association of America (“TIAA”) on a daily basis throughout the third month of each calendar quarter, beginning June 1, 2012, so long as (i) the Account holds and is projected to hold at least 17% of its net assets in cash, cash equivalents and publicly traded, liquid non-real estate related securities, after taking into account certain projected sources and uses of cash flow into the Account and (ii) recent historical net participant flows have been positive over the 20 business days prior to such redemption. If these conditions (along with other conditions and factors which the independent fiduciary may apply) are met consistently following June 1, 2012, TIAA would be fully redeemed by the end of March 2013. In addition, at any time the Account holds cash, cash equivalents and publicly traded, liquid non-real estate related securities in excess of 25% of its net assets, the independent fiduciary intends to cause a redemption of liquidity units in an amount equal to the Account’s average net participant flows during the preceding month.

          As of December 31, 2011, the Account held 20.8% of its net assets in such liquid non-real estate related investments (along with its cash and cash equivalents). In administering redemptions, the independent fiduciary has indicated to management that it intends to evaluate, among other things (i) projected acquisitions and dispositions of real estate and real estate-related investments, (ii) participant inflow and outflow trends, (iii) the Account’s net income and (iv) obligations to make debt service payments and pay principal balances of mortgages on Account properties. The independent fiduciary is vested with oversight and approval over any redemption of liquidity units owned by TIAA, acting in the best interests of Real Estate Account participants.

          The independent fiduciary may authorize or direct the redemption of all or a portion of liquidity units at any time and TIAA will request the approval of the independent fiduciary before any liquidity units are redeemed. There is no guarantee that the independent fiduciary will cause redemptions starting in June 2012 and even if redemptions do commence, management cannot predict the time period over which such redemptions would continue. Further, neither management nor the independent fiduciary can predict when TIAA’s liquidity units may be redeemed in full.


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.

 

 

 

 

TIAA REAL ESTATE ACCOUNT

 

 

 

By:

TEACHERS INSURANCE AND ANNUITY

 

 

ASSOCIATION OF AMERICA


 

 

 

DATE: April 27, 2012

By:

               /s/ Stewart P. Greene

 

 


 

 

Stewart P. Greene

 

 

Managing Director and General Counsel,

 

 

Investment Advisers