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: August 26, 2005
RECKSON ASSOCIATES REALTY CORP.
and
RECKSON OPERATING PARTNERSHIP, L.P.
(Exact name of each Registrant as specified in its Charter)
Reckson Associates Realty Corp. - Maryland Reckson Associates Realty Corp. -
Reckson Operating Partnership, L.P. - Delaware 11-3233650
(State or other jurisdiction of incorporation or Reckson Operating Partnership, L.P. -
organization) 11-3233647
(IRS Employer ID Number)
225 Broadhollow Road 11747
Melville, New York (Zip Code)
(Address of principal executive offices)
1-13762
(Commission File Number)
(631) 694-6900
(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 registrants 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 1.01. Entry into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As described in a Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 18, 2005, Reckson Associates Realty Corp.
("Reckson") entered into (i) an underwriting agreement relating to the offering
in Australia of approximately A$263 million (approximately US$202 million) of
units in a newly-formed Reckson-sponsored Australian listed property trust,
Reckson New York Property Trust, to be traded on the Australian Stock Exchange
(ASX) and (ii) a Contribution Agreement and a Sale Agreement pursuant to which,
among other things, Reckson will transfer 25 of its properties at a purchase
price of approximately US$563 million in three separate tranches, with the
closing of the first tranche occurring in late September 2005, to a newly-formed
joint venture in the United States in exchange for a 25% interest in the joint
venture and approximately US$502 million in cash (inclusive of proceeds from
mortgage debt). In connection with the foregoing, Reckson undertook to arrange
for approximately US$320 million of debt, including approximately US$248 million
of fixed rate debt that will encumber the properties to be transferred to the
joint venture in connection with the closing of the first and third tranches.
On August 26, 2005, certain wholly-owned subsidiaries (the "Borrowers")
of Reckson Operating Partnership, L.P. ("ROP") entered into a Loan Agreement
with UBS Real Estate Investments Inc. (the "Lender") for approximately US$196
million, which is secured by a pool of nine of the properties that are to be
transferred to the joint venture referenced above. The Loan Agreement bears
interest at a fixed rate of 5.29417% per year, requires monthly payments of
interest only and matures on September 11, 2010. The Loan Agreement contains
representations and affirmative and negative covenants, events of defaults and
remedies typical for this type of loan. The Loan Agreement is subject to a
limited, unconditional guarantee by ROP with respect to certain identified
breaches under the Loan Agreement, and shall become fully recourse to ROP only
upon the occurrence of certain specified events which are customary in a loan
of this type and if certain capital reserve requirements are not satisfied or
if certain tenants at the properties exercise their lease termination options.
Upon the transfer of the properties to the joint venture, ROP will be relieved
of, and the joint venture will assume, substantially all of ROP's obligations
under the guarantee, subject to the joint venture meeting net worth
requirements under the Loan Agreement.
ROP also plans to enter into a separate loan agreement with the Lender
to be secured by a pool of three properties to be transferred to the joint
venture on terms substantially similar to the Loan Agreement with regard to the
remaining approximately US$52 million of fixed rate financing required for the
closing of the third tranche.
Upon the completion of the transactions contemplated in the
Underwriting Agreement, the Contribution Agreement and the Sale Agreement, ROP's
interests in the Borrowers will be transferred to the joint venture. The
Underwriting Agreement, Contribution Agreement and Sale
Agreement are subject to conditions typical for transactions of this nature
and, as a result, there can be no assurance that the transactions will be
completed.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Loan Agreement, dated as of August 26, 2005, among UBS Real
Estate Investments Inc. and RA 492 River Road LLC, RA 100
Executive Drive LLC, RA 200 Executive Drive LLC, RA 35
Pinelawn Road LLC, RA 80 Grasslands Road LLC, RA 100
Grasslands Road LLC, RA 150 Motor Parkway LLC, RA 660 White
Plains Road LLC and RA 225 High Ridge LLC.
10.2 Promissory Note, dated August 26, 2005, among UBS Real Estate
Investments Inc and RA 492 River Road LLC, RA 100 Executive
Drive LLC, RA 200 Executive Drive LLC, RA 35 Pinelawn Road
LLC, RA 80 Grasslands Road LLC, RA 100 Grasslands Road LLC, RA
150 Motor Parkway LLC, RA 660 White Plains Road LLC and RA 225
High Ridge LLC.
10.3 Guaranty of Recourse Obligations (Pool A), dated as of
August 26, 2005, between Reckson Operating Partnership, L.P.
and UBS Real Estate Investments Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Michael Maturo
--------------------------------------
Michael Maturo
Executive Vice President
and Chief Financial Officer
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Michael Maturo
-------------------------------------
Michael Maturo
Executive Vice President
and Chief Financial Officer
Date: September 1, 2005
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