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EX-99.1 - EX-99.1 - Gramercy Property Trustd513647dex991.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): March 28, 2013

CHAMBERS STREET PROPERTIES

(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)

 

þ

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.

Attached as exhibit 99.1 to this Current Report on Form 8-K is a letter to the shareholders of Chambers Street Properties, which is incorporated herein by reference.

Second Quarter Distribution

Historically, Chambers Street Properties (the “Company”) calculated its quarterly distribution based upon daily record dates and distribution declaration dates. The board of trustees of the Company has determined that, beginning with the second quarter of 2013, quarterly distributions will be calculated based upon quarterly record date and distribution declaration dates.

On March 28, 2013, the board of trustees of the Company approved a quarterly distribution of $0.15 per common share to be paid on July 12, 2013 to the holders of record of common shares as of a record date to be determined by the board of trustees during the second quarter. The Company will announce such record date when it has been determined.

Suspension of Share Redemption Program

On March 28, 2013, the board of trustees of the Company suspended its share redemption program (the “SRP”). The effect of this suspension is that all redemption requests received from shareholders during the first quarter of 2013 will be honored in accordance with the terms, conditions and limitations of the SRP; however, the Company will not process or accept any requests for redemption received after March 28, 2013 unless and until such time as the board of trustees may approve the resumption of the SRP.

Suspension of Dividend Reinvestment Plan

On March 28, 2013, the board of trustees of the Company suspended its dividend reinvestment plan (the “DRIP”), effective April 13, 2013. The effect of this suspension is that holders of the Company’s common shares will no longer be able to receive distributions in the form of common shares under the DRIP after the first quarter distributions are paid on April 12, 2013 unless and until such time as the board of trustees may approve the resumption of the DRIP.

This Current Report on Form 8-K contains various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions, including statements about the timing and likelihood of providing a liquidity event to our shareholders. Statements regarding the following subjects may be impacted by a number of risks and uncertainties such as our business strategy; our ability to obtain future financing arrangements; estimates relating to our future distributions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our products, operations and business; and the use of the proceeds of our dividend reinvestment plan offering and subsequent offerings. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common shares, along with the following factors that could cause actual results to vary from our forward-looking statements such as national, regional and local economic climates; changes in supply and demand for office and industrial properties; adverse changes in the real estate markets, including increasing vacancy, decreasing rental revenue and increasing insurance costs; availability and credit worthiness of prospective tenants; our ability to maintain rental rates and maximize occupancy; our ability to identify and secure acquisitions; our failure to successfully manage growth or operate acquired properties; our pace of acquisitions and/or dispositions of properties; risks related to development projects (including construction delay, cost overruns or our inability to obtain necessary permits); payment of distributions from sources other than cash flows and operating activities; receiving corporate debt ratings and changes in the general interest rate environment; availability of capital (debt and equity); our ability to refinance existing indebtedness or incur additional indebtedness; failure to comply with our debt covenants; unanticipated increases in financing and other costs, including a rise in interest rates; the actual outcome of the resolution of any conflict; material adverse actions or omissions by any of our joint venture partners; our ability to operate as a self-managed company; availability of and ability to retain our executive officers and other qualified personnel; future terrorist attacks in the United States or abroad; the ability of our operating partnership to continue to qualify as a partnership for U.S. federal income tax purposes; our ability to continue to qualify as a REIT for U.S. federal income tax purposes; foreign currency fluctuations; changes to accounting principles, policies and guidelines applicable to REITs; legislative or regulatory changes adversely affecting REITs and the real estate business; environmental, regulatory and/or safety requirements; and other factors discussed under Item 1A Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2012 and those factors that may be contained in any filing we make with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Shareholder Letter

 

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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.

 

    CHAMBERS STREET PROPERTIES
April 3, 2013     By:  

/S/    JACK A. CUNEO

    Name:   Jack A. Cuneo
    Title:   President and Chief Executive Officer

 

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