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): December 14,
2007
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-19989
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72-1211572
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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98
San Jacinto Blvd., Suite 220
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Austin,
Texas
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78701
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (512) 478-5788
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)
[
]
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.
On
December 14, 2007, our wholly owned subsidiary, Lantana Office Properties I,
L.P., (“Lantana”), signed a promissory note (the “Note”) to The Lincoln National
Life Insurance Company. Under the terms of the Note, Lantana borrowed
$21.5 million, which will be used for development costs and general corporate
purposes. The Note matures on January 1, 2018.
The
Note
contains customary financial covenants and other restrictions. The
Note bears interest at a rate of 5.99 percent per year.
Voluntary
prepayment of the Note is prohibited prior to February 1,
2010. Voluntary prepayment of the Note in whole, subsequent to
February 1, 2010, is subject to a prepayment premium of the greater of (1)
1
percent of the outstanding principal balance of the Note on the prepayment
date
or (2) the result of the sum of the present values of the remaining payments
due
from the prepayment date through the maturity date minus the outstanding
principal balance of the Note as of the prepayment date. Voluntary
prepayment of the Note in part is prohibited.
Repayments
under the Note can be accelerated by the lender upon the occurrence of certain
customary events of default. Lantana’s obligations under the Note are
secured by a first lien on real property and improvements and an assignment
of
rents and present and future leases related to Lantana’s property located at
7500 Rialto Boulevard, Austin, Texas.
The
Note
is filed as an exhibit to this Current Report (see Exhibit 10.1).
Item
2.03 Creation of a Direct
Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement.
See
Item
1.01, which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
Exhibit included as part of this Current Report is listed in the attached
Exhibit Index.
SIGNATURE
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.
Stratus
Properties Inc.
By:
/s/
John E. Baker
----------------------------------------
John
E.
Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date: December
14, 2007
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
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Promissory
Note dated as of December 14, 2007, between Lantana Office Properties
I,
L.P., as borrower and The Lincoln National Life Insurance Company,
as
Lender.
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