Unassociated Document
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) September 29, 2009
BRT REALTY
TRUST
(Exact
name of Registrant as specified in charter)
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Massachusetts
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001-07172
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13-2755856
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(State
or other
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(Commission
file No.)
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(IRS
Employer
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jurisdiction
of
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I.D.
No.)
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incorporation)
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60
Cutter Mill Road, Suite 303, Great Neck, New
York 11021
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(Address
of principal executive
offices) (Zip
code)
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Registrant's
telephone number, including area
code 516-466-3100
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))
In a
Current Report on Form 8-K, filed by BRT Realty Trust (the “Trust”) with the
Securities and Exchange Commission on June 1, 2009, the Trust reported that it
had entered into an Exchange Agreement with certain affiliates of Taberna
Capital Management LLC, pursuant to which an aggregate of $55,000,000 of
outstanding trust preferred securities was exchanged for an aggregate value of
$58,300,000 of newly issued unsecured junior subordinated notes. From
May 1, 2009 through July 31, 2012 (the “Modification Period”), the new notes
bear a fixed rate of interest at 3.5% per annum, to be paid annually in
advance. Prior to the exchange, the interest rate on the trust
preferred securities was a blended rate of 8.37%. Subsequent to the
Modification Period, the interest rate will revert back to the rate in effect
prior to the exchange, which includes that commencing April 29, 2016, the
interest rate will equal LIBOR plus 2.95%.
On
September 29, 2009, the Trust retired $15,900,000 (reported on its balance sheet
at June 30, 2009 at $15,100,000) of its $58,300,000 of unsecured junior
subordinated notes in exchange for the transfer by the Trust to the noteholder
of certain replacement securities acquired by the Trust in the open market
during September 2009 as well as cash. The $15,900,000 of unsecured
junior subordinated notes were acquired by the Trust at an aggregate cost of
$7,950,000 plus expenses of the Trust in the transaction. The Trust
also paid $318,000 to the collateral manager, the trustee and their respective
advisors and counsel in the transaction. A letter agreement entered
into on September 3, 2009 with Taberna Capital Management LLC, as collateral
manager for Taberna Preferred V, Ltd, sets forth the mechanism for the
acquisition and retirement of the $15,900,000 of unsecured junior subordinated
notes. The transaction will result in a net gain to the Trust of
approximately $6,800,000, net of its estimated transaction
costs. Subsequent to retirement of the unsecured junior subordinated
notes, the Trust will have an aggregate value of $42,400,000 of unsecured junior
subordinated notes outstanding with a due date of April 30, 2036. In
connection with this transaction, the Trust received a refund of $324,625 of
prepaid interest on the retired unsecured junior subordinated notes for the
period subsequent to September 30, 2009.
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Item
9.01
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Financial
Statements and Exhibits.
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99.1
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Press
release dated September 30, 2009.
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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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BRT
REALTY TRUST
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Date:
September 30, 2009
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By:
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Simeon Brinberg
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Simeon
Brinberg
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Senior
Vice President
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