SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 28, 2003
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Pennsylvania Real Estate Investment Trust
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(Exact Name of Registrant as Specified in Charter)
Pennsylvania 1-6300 23-6216339
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
The Bellevue, 200 S. Broad Street, Philadelphia, Pennsylvania 19102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 875-0700
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On April 28, 2003, Pennsylvania Real Estate Investment Trust (together
with its affiliated entities, "PREIT") acquired Moorestown Mall, The Gallery at
Market East and Exton Square Mall from affiliated companies of The Rouse Company
("Rouse"), and these transactions were conducted by PREIT through an exchange
accommodation title holder in accordance with the provisions of Section 1031 of
the Internal Revenue Code. On the same date, PREIT deferred the acquisition of
Plymouth Meeting Mall and Echelon Mall from Rouse in accordance with the terms
of the amended agreements of sale for those malls. Also on April 28, 2003, New
Castle Associates acquired Cherry Hill Mall from Rouse in exchange for its
interest in Christiana Mall, cash and the assumption by New Castle Associates of
mortgage debt on Cherry Hill Mall. As further described below, on that same
date, PREIT also acquired an ownership interest in New Castle Associates and an
option to acquire the remaining ownership interests.
The aggregate purchase price for PREIT's acquisition of the three
malls from Rouse and for its interest in New Castle Associates (including the
additional purchase price payable upon exercise of PREIT's option to acquire the
remaining interests in New Castle Associates) was $469 million, including
approximately $157 million in cash, the assumption of $277 million in
non-recourse mortgage debt and $35 million in units of limited partnership
interest in PREIT's operating partnership ("OP Units"). All of the OP Units were
or will be issued as part of the consideration for PREIT's acquisition of its
interest in New Castle Associates. One of the partners of New Castle Associates,
Pan American Associates, the former sole general partner and a limited partner
of New Castle Associates, is controlled by Ronald Rubin, PREIT's Chairman and
Chief Executive Officer, and George Rubin, a trustee of PREIT and President of
PREIT's management subsidiaries, PREIT-RUBIN, Inc. and PREIT Services, LLC. If
the acquisition of Plymouth Meeting Mall and Echelon Mall from Rouse occurs no
later than June 13, 2003, the aggregate purchase price for those two malls
(including the ground lessor's interest in the Plymouth Meeting Mall with a
price of approximately $8.6 million) is expected to be approximately $79.4
million in cash. If the acquisition of Plymouth Meeting Mall does not occur
until after June 13, 2003, the purchase price of the mall (excluding the ground
lessor's interest) is expected to be approximately $46.4 million plus the
prepayment premium on the mortgage at the time of the acquisition. If the
acquisition of Echelon Mall occurs after June 13, 2003, the original purchase
price of the mall of approximately $17 million will decrease approximately
$225,000 per month for a period of six months and thereafter neither Rouse nor
PREIT will have any obligation to sell or purchase, as applicable, the Echelon
Mall.
PREIT financed the cash portion of the purchase price through an
unsecured $200 million credit facility (the "Acquisition Credit Facility") with
Wells Fargo, National Association ("Wells Fargo"). The Acquisition Credit
Facility is comprised of a $175 million term loan facility (the "Term Loan") and
a $25 million revolving loan facility (the "Revolving Loan"). The Acquisition
Credit Facility matures on October 27, 2003, and may be extended for an
additional 90 days upon the payment of an extension fee of 0.20% of the amount
then outstanding. The Revolving Loan and the Term Loan provide for full recourse
to PREIT and its subsidiary guarantors. The fee paid to Wells Fargo for the Term
Loan was $1,312,500, and will include an additional 0.25% of the then
outstanding Term Loan amount payable unless the Acquisition Credit Facility has
been fully repaid and cancelled within 90 days of closing. The fee paid to Wells
Fargo for the Revolving Loan was $62,500, plus $125,000 payable upon the earlier
of the first advance of the Revolving Loan or October 27, 2003. In addition,
there is a fee of 0.125% per annum on the unused portion of the Revolving Loan
payable to Wells Fargo quarterly in arrears. At PREIT's option, the Acquisition
Credit Facility bears interest at either (1) the Base Rate (the greater of Wells
Fargo's prime rate or the Federal Funds Rate plus 0.5%) or (2) the LIBOR rate
for which deposits are offered to Wells Fargo for one-, two-, three- or
six-month periods, plus margins ranging from 2.5% to 3.0%, depending on PREIT's
ratio of Total Liabilities to Gross Asset Value (as defined in the credit
agreement for the Acquisition Credit Facility). As of April 28, 2003, the
margins for the LIBOR Loans were set at 3.0%.
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The financial covenants are the same as those of PREIT's existing
credit facility dated December 28, 2000, agented by Wells Fargo (as modified as
described below, the "Existing Credit Facility"), plus two additional covenants
providing that PREIT's secured recourse indebtedness may not exceed 15% of its
Gross Asset Value and that PREIT may not, without Wells Fargo's approval, incur
unsecured Indebtedness (as defined in the credit agreement for the Acquisition
Credit Facility) other than under the Acquisition Credit Facility and the
Existing Credit Facility or with respect to trade payables. PREIT currently
expects to repay the Acquisition Credit Facility primarily with the cash
proceeds from the sale of its multifamily portfolio and additional fixed rate
non-recourse debt secured by one or more of the malls discussed above and by
some of PREIT's existing retail properties. The Acquisition Credit Facility may
be prepaid without premium or penalty subject to the payment of customary LIBOR
breakage costs.
In connection with the Acquisition Credit Facility, PREIT also entered
into an amendment of its Existing Credit Facility, including an amendment of the
financial covenant to maintain a ratio of Total Liabilities to Gross Asset Value
of 0.70:1 (rather than the previous ratio of 0.65:1), and a modification of the
definition of Total Liabilities to exclude the mark-up of assumed debt on the
acquired properties resulting from the above-market interest rates on the
assumed debt. In addition, the Floating Rate Debt limitation under the Existing
Credit Facility was increased from $200,000,000 to $400,000,000. As
consideration for these modifications, PREIT agreed to a provision requiring
that, if its ratio of Total Liabilities to Gross Asset Value exceeds 0.65:1, the
Existing Credit Facility will bear interest at LIBOR plus 190 basis points,
which is an increase to the previous range of 130 to 180 basis points. PREIT
also agreed to pay each lender under the Existing Credit Facility an amendment
fee of 0.15% of each Lender's existing revolving commitment amount.
PREIT's acquisition of its interest in New Castle Associates consisted
of acquiring 49% of the aggregate partnership interests in New Castle Associates
from partners of New Castle Associates other than Pan American Associates on
April 28, 2003, in exchange for an aggregate of 585,422 OP Units. The number of
OP Units is subject to specified post-closing adjustments. Simultaneously with
this acquisition, PREIT increased its aggregate ownership interest in New Castle
Associates to 72.89% by acquiring an additional ownership interest directly from
New Castle Associates in exchange for a cash investment in New Castle Associates
of approximately $30.8 million (which amount is also subject to specified
post-closing adjustments). This cash investment was used by New Castle
Associates to pay to Rouse the majority of the cash portion of the purchase
price and associated costs for the acquisition of Cherry Hill Mall.
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PREIT also obtained an option, beginning April 30, 2004 and expiring
October 27, 2004, to acquire the remaining interests in New Castle Associates,
including that of Pan American Associates, in exchange for an aggregate of
609,317 additional OP Units (which amount is subject to specified post-closing
adjustments). If PREIT does not exercise this option, the remaining partners of
New Castle Associates will have the right, beginning April 28, 2008 and expiring
October 25, 2008, to require PREIT to acquire the remaining interests in New
Castle Associates in exchange for an aggregate of 670,249 additional OP Units
(which amount is also subject to specified post-closing adjustments). Until
these call or put rights are exercised or the put right expires unexercised, the
remaining partners of New Castle Associates will be entitled to receive
cumulative preferred distributions from New Castle Associates on their remaining
interests in New Castle Associates in amounts approximating the distributions
they would have received had they exchanged all of their interests in New Castle
Associates for OP Units on April 28, 2003.
In connection with PREIT's acquisition of its interest in New Castle
Associates, Pan American Associates ceased to be a general partner of New Castle
Associates and PREIT designated one of its affiliates as the sole general
partner. Certain former partners of New Castle Associates not affiliated with
PREIT exercised their special right to redeem for cash an aggregate of 261,349
OP Units issued to such partners at closing, and PREIT paid to those partners an
aggregate amount of approximately $7.7 million. In addition, PREIT granted
registration rights to the partners of New Castle Associates with respect to the
PREIT shares underlying the OP Units issued or to be issued to them, other than
those redeemed for cash following the closing.
To facilitate the exchange of Christiana Mall for Cherry Hill Mall,
PREIT waived any right of first refusal that it may have had with respect to the
sale of Christiana Mall by New Castle Associates. Upon the sale of Christiana
Mall by New Castle Associates, and before PREIT's investment in New Castle
Associates, PREIT's management and leasing agreement for that property was
terminated, and PREIT received a brokerage fee of $2 million from New Castle
Associates in respect of the exchange of Christiana Mall for Cherry Hill Mall.
PREIT also entered into a new management and leasing agreement with New Castle
Associates for Cherry Hill Mall, which provides for a fee of approximately 5.25%
of all rents and other revenues received by New Castle Associates from the
ownership of Cherry Hill Mall.
Rouse and Wells Fargo are both unaffiliated with PREIT, and the terms
of the transactions with Rouse and Wells Fargo were determined through arm's
length negotiations. A special committee of PREIT's Board of Trustees comprised
of all five of its independent trustees was formed to consider the fairness of
the New Castle Associates contribution transaction (including the relevant
elements of the Rouse transaction), and the special committee approved those
transactions.
Each of Moorestown Mall, The Gallery at Market East, Exton Square Mall
and Cherry Hill Mall was operated by Rouse as a retail mall, and PREIT and New
Castle Associates intend to continue to operate these properties as retail
malls. The following chart shows information related to each of these malls:
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Total
Total Owned Mortgage
Square Square % Sales Balance Mortgage
Feet (in Feet (in Occupied per Major Lease (in Interest Date of Date Last
Mall Name thousands) thousands) In-Line(1) SF(1) Tenants Expiration(2) millions) Rate Maturity Built Renovated
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Cherry Hill Mall 1,282 533 94.5% $404 JCPenney N/A $74 10.6% 10/1/2005 1961 1990
Cherry Hill, NJ Macy's N/A 60 5.0% 10/1/2005
Strawbridge's N/A
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LIBOR
Moorestown Mall 1,036 716 93.9% 312 Boscov's 2005 42 +125 bps. 12/31/2003 1963 2000
Moorestown, NJ Lord & Taylor N/A
Sears 2022
Strawbridge's N/A
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Exton Square 1,098 463 89.7% 361 Boscov's N/A 101 6.95% 12/1/2008 1973 2000
Exton, PA Sears N/A
JCPenney N/A
Strawbridge's N/A
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The Gallery at 191 191 98.9% 419 K-Mart N/A -- -- -- 1977 1983
Market East Strawbridge's N/A
Philadelphia, PA
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TOTAL/AVERAGE 3,607 1,903 93.7% $373 $277
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(1) Information is as of 12/31/02.
(2) The lease expiration date for tenants that own their own store is noted as
N/A.
Copies of the principal agreements relating to the transactions
described in this report are attached hereto and incorporated herein by
reference. The description contained herein of those agreements does not purport
to be complete and is qualified in its entirety by reference to the provisions
of those agreements.
This report contains certain "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934 and the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and other matters that are not historical facts.
These forward-looking statements reflect PREIT's current views about future
events and are subject to risks, uncertainties, assumptions and changes in
circumstances that may cause future events, achievements or results to differ
materially from those expressed by the forward-looking statements. In
particular, PREIT may not be able to consummate the sale of its multifamily
portfolio or the acquisition of Echelon Mall and Plymouth Meeting Mall from the
Rouse Company on previously announced terms, on otherwise favorable terms to
PREIT, or at all. If such transactions are consummated, PREIT's actual results
may differ significantly from those expressed in any forward-looking statement.
If PREIT is unable to consummate the sale of the multifamily portfolio, it will
be unable to use the proceeds from such sale to repay the Acquisition Credit
Facility obtained in connection with the acquisitions from the Rouse Company.
Certain factors that could cause PREIT not to consummate such transactions or
could cause PREIT's actual results to differ materially from expected results
include, without limitation, the satisfaction of closing conditions applicable
to such transactions (some of which are beyond PREIT's control); and other
economic, business or competitive factors. In addition, PREIT's business is
subject to uncertainties regarding the revenues, operating expenses, leasing
activities, occupancy rates, and other competitive factors relating to PREIT's
portfolio and the properties proposed to be acquired, and changes in local
market conditions as well as general economic, financial and political
conditions, including the possibility of outbreak or escalation of war or
terrorist attacks, any of which may cause future events, achievements or results
to differ materially from those expressed by the forward-looking statements.
PREIT does not intend to and disclaims any duty or obligation to update or
revise any forward-looking statements or industry information set forth in this
report to reflect new information, future events or otherwise.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired:
In accordance with Item 7(a)(4) of Form 8-K, the financial
statements required by this Item 7(a) will be filed by amendment to this Form
8-K no later than 60 days after May 13, 2003.
(b) Pro Forma Financial Information:
In accordance with Item 7(b)(2) of Form 8-K, the pro forma
financial information required by this Item 7(b) will be filed by amendment to
this Form 8-K no later than 60 days after May 13, 2003.
(c) Exhibits:
2.1 Agreement of Purchase and Sale among The Rouse
Company of Nevada, LLC, The Rouse Company of New
Jersey, LLC and PR Cherry Hill Limited
Partnership, dated as of March 7, 2003, filed as
exhibit 2.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
2002 is incorporated herein by reference.
2.2 Agreement of Purchase and Sale among Echelon Mall
Joint Venture, Echelon Acquisition, LLC and PR
Echelon Limited Partnership, dated as of March 7,
2003, filed as exhibit 2.2 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 2002 is incorporated herein by
reference.
2.3 Agreement of Purchase and Sale between Gallery at
Market East, LLC and PR Gallery I Limited
Partnership, dated as of March 7, 2003, filed as
exhibit 2.3 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
2002 is incorporated herein by reference.
2.4 Agreement of Purchase and Sale among The Rouse
Company of Nevada, LLC, The Rouse Company of New
Jersey, LLC and PR Moorestown Limited Partnership,
dated as of March 7, 2003, filed as exhibit 2.4 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002 is
incorporated herein by reference.
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2.5 Agreement of Purchase and Sale between Plymouth
Meeting Property, LLC and PR Plymouth Meeting
Limited Partnership, dated as of March 7, 2003,
filed as exhibit 2.5 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 2002 is incorporated herein by
reference.
2.6 Agreement of Purchase and Sale between The Rouse
Company, L.P. and PR Exton Limited Partnership,
dated as of March 7, 2003, filed as exhibit 2.6 to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002 is
incorporated herein by reference.
*2.7 First Amendment to Agreement of Purchase and Sale
Plymouth Meeting Mall, dated as of April 28, 2003,
by and between Plymouth Meeting Property, LLC and
PR Plymouth Meeting Limited Partnership.
*2.8 First Amendment to Agreement of Purchase and Sale
Echelon Mall, dated as of April 28, 2003, by and
between Echelon Mall Joint Venture, Echelon
Acquisition, LLC and PR Echelon Limited
Partnership.
*+2.9 Contribution Agreement, dated as of April 22,
2003, among Pennsylvania Real Estate Investment
Trust, PREIT Associates, L.P. and the persons and
entities named therein and the joinder to the
contribution agreement.
*+2.10 Call and Put Option Agreement, dated as of
April 28, 2003, among PREIT Associates, L.P., PR
New Castle LLC, Pan American Associates and
Ivyridge Investment Corp.
10.1 Agreement of Purchase and Sale between New Castle
Associates and Christiana Mall, LLC, dated as of
March 7, 2003, filed as exhibit 10.72 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 is
incorporated herein by reference.
*10.2 Guaranty Agreement, dated as of April 24, 2003,
by PREIT Associates, L.P. in favor of The Rouse
Company, L.P. and its affiliates (relating to
Cherry Hill Mall).
*10.3 Guaranty Agreement, dated as of April 24, 2003,
by PREIT Associates, L.P. in favor of Gallery at
Market East, LLC and its affiliates, including The
Rouse Company, L.P. (relating to The Gallery at
Market East).
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*10.4 Guaranty Agreement, dated as of April 24, 2003, by
PREIT Associates, L.P. in favor of The Rouse
Company, L.P. and its affiliates (relating to
Moorestown Mall).
*10.5 Guaranty Agreement, dated as of April 24, 2003, by
PREIT Associates, L.P. in favor of The Rouse
Company, L.P. and its affiliates (relating to
Exton Square Mall).
*10.6 Security Agreement, dated as of April 28, 2003, by
Pan American Associates and Ivyridge Investment
Corp. in favor of PREIT Associates, L.P.
*10.7 Amended and Restated Agreement of Limited
Partnership of New Castle Associates, dated as of
April 28, 2003, among PR New Castle LLC, as
general partner, and PREIT Associates, L.P., Pan
American Associates and Ivyridge Investment Corp.,
as limited partners.
*10.8 Registration Rights Agreement, dated as of April
28, 2003, between Pennsylvania Real Estate
Investment Trust and Pan American Associates.
*10.9 Registration Rights Agreement, dated as of April
28, 2003, among Pennsylvania Real Estate
Investment Trust, The Albert H. Marta Revocable
Inter Vivos Trust, Marta Holdings I, L.P. and
Ivyridge Investment Corp.
*10.10 Termination of Management and Leasing Agreement,
dated as of April 28, 2003, between New Castle
Associates and PREIT-RUBIN, Inc.
*10.11 Leasing and Management Agreement, dated as of
April 28, 2003, between New Castle Associates and
PREIT-RUBIN, Inc.
*+10.12 Credit Agreement dated as of April 23, 2003 by and
among PREIT Associates, L.P., Pennsylvania Real
Estate Investment Trust and Wells Fargo Bank,
National Association, as agent.
*+10.13 Revolving Note, dated April 23, 2003, in the
principal amount of $25,000,000 issued by PREIT
Associates, L.P. in favor of Wells Fargo Bank,
National Association.
*+10.14 Term Note, dated April 23, 2003, in the principal
amount of $175,000,000 issued by PREIT Associates,
L.P. in favor of Wells Fargo Bank, National
Association.
*+10.15 Guaranty Agreement, dated as of April 23, 2003, by
PREIT Associates, L.P. in favor of Wells Fargo
Bank, National Association.
*+10.16 Second Amendment to that certain Credit Agreement
dated as of December 28, 2000 as further amended
as of April 23, 2003, by Pennsylvania Real Estate
Investment Trust, each of the Guarantors thereto
and Wells Fargo Bank, National Association, as
agent.
* Filed herewith.
+ Schedules omitted. The Registrant will furnish a supplementary copy of any
omitted schedules to the SEC upon request.
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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.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: May 13, 2003 By: Jonathan B. Weller
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Jonathan B. Weller
President and Chief Operating Officer
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Exhibit Index
Number Description
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2.7 First Amendment to Agreement of Purchase and Sale
Plymouth Meeting Mall, dated as of April 28, 2003,
by and between Plymouth Meeting Property, LLC and
PR Plymouth Meeting Limited Partnership.
2.8 First Amendment to Agreement of Purchase and Sale
Echelon Mall, dated as of April 28, 2003, by and
between Echelon Mall Joint Venture, Echelon
Acquisition, LLC and PR Echelon Limited
Partnership.
2.9 Contribution Agreement, dated as of April 22,
2003, among Pennsylvania Real Estate Investment
Trust, PREIT Associates, L.P. and the persons and
entities named therein and the joinder to the
contribution agreement.
2.10 Call and Put Option Agreement, dated as of April
28, 2003, among PREIT Associates, L.P., PR New
Castle LLC, Pan American Associates and Ivyridge
Investment Corp.
10.2 Guaranty Agreement, dated as of April 24, 2003, by
PREIT Associates, L.P. in favor of The Rouse
Company, L.P. and its affiliates (relating to
Cherry Hill Mall).
10.3 Guaranty Agreement, dated as of April 24, 2003, by
PREIT Associates, L.P. in favor of Gallery at
Market East, LLC and its affiliates, including The
Rouse Company, L.P. (relating to The Gallery at
Market East).
10.4 Guaranty Agreement, dated as of April 24, 2003, by
PREIT Associates, L.P. in favor of The Rouse
Company, L.P. and its affiliates (relating to
Moorestown Mall).
10.5 Guaranty Agreement, dated as of April 24, 2003, by
PREIT Associates, L.P. in favor of The Rouse
Company, L.P. and its affiliates (relating to
Exton Square Mall).
10.6 Security Agreement, dated as of April 28, 2003, by
Pan American Associates and Ivyridge Investment
Corp. in favor of PREIT Associates, L.P.
10.7 Amended and Restated Agreement of Limited
Partnership of New Castle Associates, dated as of
April 28, 2003, among PR New Castle LLC, as
general partner, and PREIT Associates, L.P., Pan
American Associates and Ivyridge Investment Corp.,
as limited partners.
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10.8 Registration Rights Agreement, dated as of April
28, 2003, between Pennsylvania Real Estate
Investment Trust and Pan American Associates.
10.9 Registration Rights Agreement, dated as of April
28, 2003, among Pennsylvania Real Estate
Investment Trust, The Albert H. Marta Revocable
Inter Vivos Trust, Marta Holdings I, L.P. and
Ivyridge Investment Corp.
10.10 Termination of Management and Leasing Agreement,
dated as of April 28, 2003, between New Castle
Associates and PREIT-RUBIN, Inc.
10.11 Leasing and Management Agreement, dated as of
April 28, 2003, between New Castle Associates and
PREIT-RUBIN, Inc.
10.12 Credit Agreement dated as of April 23, 2003 by and
among PREIT Associates, L.P., Pennsylvania Real
Estate Investment Trust and Wells Fargo Bank,
National Association, as agent.
10.13 Revolving Note, dated April 23, 2003, in the
principal amount of $25,000,000 issued by PREIT
Associates, L.P. in favor of Wells Fargo Bank,
National Association.
10.14 Term Note, dated April 23, 2003, in the principal
amount of $175,000,000 issued by PREIT Associates,
L.P. in favor of Wells Fargo Bank, National
Association.
10.15 Guaranty Agreement, dated as of April 23, 2003, by
PREIT Associates, L.P. in favor of Wells Fargo
Bank, National Association.
10.16 Second Amendment to that certain Credit Agreement
dated as of December 28, 2000 as further amended
as of April 23, 2003, by Pennsylvania Real Estate
Investment Trust, each of the Guarantors thereto
and Wells Fargo Bank, National Association, as
agent.
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