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): January 28, 2004
ACADIA REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-12002 23-2715194
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
1311 Mamaroneck Avenue, Suite 260
White Plains, New York 10605
(Address of principal executive offices) (Zip Code)
(914) 288-8100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
ITEM 5. Other Events
On January 28, 2004, the Registrant issued a press release announcing the
formation of a joint venture (the "Venture") with Klaff Realty, L.P. ("Klaff")
and Klaff's long time capital partner Lubert-Adler Management, Inc.
("Lubert-Adler") for the purpose of making investments in surplus or
underutilized properties owned by retailers. The initial size of the Venture is
expected to be approximately $300 million in equity based on anticipated
investments of approximately $1 billion. The Venture is currently exploring
investment opportunities, but has not yet made any commitments. Each participant
in the Venture has the right to opt out of any potential investment. The
Registrant and its current acquisition fund, Acadia Strategic Opportunity Fund,
as well as possible subsequent joint venture funds sponsored by the Registrant,
anticipate investing 20% of the equity of the Venture.
The Registrant has also acquired Klaff's rights to provide asset management,
leasing, disposition, development and construction services for an existing
portfolio of retail properties and/or leasehold interests comprised of
approximately 10 million square feet of retail space located throughout the
United States (the "Properties"). The acquisition involves only Klaff's rights
associated with operating the Properties and does not include equity interests
in assets owned by Klaff or Lubert-Adler. Registrant caused its operating
partnership subsidiary to issue to Klaff $4 million of Convertible Preferred
Operating Partnership Units ("Preferred OP Units"). The Preferred OP Units,
which have a stated value of $1,000 each, are entitled to a quarterly preferred
distribution of the greater of (i) $13.00 (5.2% annually) per Preferred OP Unit
or (ii) the quarterly distribution attributable to a Preferred OP Unit if such
unit were converted into Common Operating Partnership Units ("Common OP Units").
The Preferred OP Units are convertible into Common OP Units based on the stated
value of $1,000 divided by $12.82 at any time. Additionally, the holder of the
Preferred OP Units may redeem them at par for either cash or Common OP Units (at
the Registrant's option) after the earlier of the third anniversary of their
issuance or the occurrence of certain events (a change of control event).
Finally, after the fifth anniversary of the issuance, the Registrant may redeem
the Preferred OP Units and convert them into Common OP Units at market value as
of the redemption date.
A copy of the press release dated January 28, 2004 is attached hereto as exhibit
99.1.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press release dated January 28, 2004
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.
ACADIA REALTY TRUST
(Registrant)
Date: January 28, 2004 By: /s/ Michael Nelsen
Name: Michael Nelsen
Title: Sr. Vice President and
Chief Financial Officer
2
Exhibit 99.1
Acadia Realty Trust Announces Formation of Retailer-Focused Investment
Venture with Klaff Realty and Lubert-Adler
NEW YORK--(BUSINESS WIRE)--Jan. 28, 2004--
Acadia Also Acquires Klaff Realty Retail Management Division
Acadia Realty Trust (NYSE:AKR) today announced that it has formed
a joint venture (the "Venture") with Klaff Realty, L.P. ("Klaff") and
its long-time capital partner Lubert-Adler Management, Inc.
("Lubert-Adler") for the purpose of making investments in surplus or
underutilized properties owned or controlled by retailers. Acadia has
also acquired Klaff's rights to provide asset management, leasing,
disposition, development and construction services ("Klaff Retail
Management Services") for an existing portfolio of retail properties
and/or leasehold interests comprised of approximately 10 million
square feet of retail space located throughout the United States (the
"Klaff Portfolio").
Retail Venture -- Additional Pipeline for External Growth
The focus of the Venture will be to acquire properties, leases,
designation rights and other forms of real estate associated with
retailers. Each party brings unique strengths to the Venture. As one
of the dominant parties in the designation rights and distressed
retailer business, Klaff brings a wealth of experience and a strong
acquisition track record to the Venture. Lubert-Adler, also a dominant
player in the distressed retail business with Klaff, brings
sophisticated structuring expertise as well as capital resources
through its recently closed $1 billion equity fund. Acadia brings
additional capital resources as well as operational, leasing and
redevelopment capabilities.
Since 1995, Klaff and Lubert-Adler have been partners in the
business of acquiring designation rights of bankrupt retailers and
completing sale leasebacks with retail tenants in need of capital.
Together, they have completed numerous bankruptcy and sale leaseback
transactions relating to many retailers, including Service Merchandise
in 2002, Levitz and HomeLife in 1999 and 2002, respectively,
Montgomery Wards and Lechmere in 1998, Hechinger in 2000, and Kmart in
1995 and 2002. Adding to the strength of the Venture, it was recently
announced that Stephen Smith, former Managing Director of LaSalle
Investment Management ("LaSalle") has joined Klaff as a Principal in
the new Venture. Mr. Smith was formerly Director of Global Client
Services and a member of the Management Committee of LaSalle, and was
also an International Director of LaSalle's parent Jones Lang LaSalle
(NYSE:JLL).
The initial size of the Venture will be approximately $300 million
in equity based on anticipated investments of approximately $1
billion. Acadia and its current acquisition fund, Acadia Strategic
Opportunity Fund, as well as possible subsequent Acadia funds,
anticipate investing 20% of the equity of the Venture over the next 24
to 36 months. This investment will be an addition to Acadia's current
external growth initiatives.
Acquisition of Klaff Retail Management Services by Acadia
As an additional component to the transaction with Klaff, Acadia
also acquired Klaff Retail Management Services. The acquisition
involves only Klaff's rights associated with operating the Klaff
Portfolio and does not include equity interests in assets owned by
Klaff or Lubert-Adler. Consideration for this transaction will be
effected by the issuance of convertible preferred Operating
Partnership units by Acadia's subsidiary.
The Klaff Portfolio consists of 144 properties, including 90
former Service Merchandise stores acquired out of bankruptcy, 35
Levitz Home Furnishing stores acquired through a sale-leaseback
transaction and approximately 2 million square feet of other retail
assets acquired by Klaff over the past 10 years.
For the first two years, Acadia will jointly operate the Klaff
Portfolio with Klaff's existing organization, ensuring the best
possible management structure and a continuity of operations for
current ownership. Thereafter, Acadia will assume responsibility for
the operations of the majority of the Klaff Portfolio. It is
anticipated that the acquisition of Klaff Retail Management Services
will generate approximately $0.02 per share of earnings accretion
during 2004 and $0.03 per share annually thereafter.
Kenneth F. Bernstein, Acadia's President and CEO, stated, "We are
very excited about the opportunity to join the preeminent team of
Klaff and Lubert-Adler. Over the past five years, Acadia has created
significant shareholder value turning our Caldors, Ames and Grand
Unions into Wal-Marts, Home Depots and Shaws. With this new Venture,
we look forward to creating further shareholder value in this arena on
a more proactive basis. A handful of companies have dominated the
distressed retailer investment business in the recent past, and Hersch
Klaff's business has one of the best track records. I have known
Hersch for a number of years and have the greatest respect for his
experience and expertise in this area."
Hersch Klaff, President of Klaff Realty, L.P., stated, "Acadia's
participation is an ideal complement to our business. Their real
estate turnaround and redevelopment expertise together with their
market knowledge and fine tenant relationships will further enhance
our capabilities. Ken and his team have done a great job of creating
value for Acadia's shareholders and I look forward to their
participation in the Venture. My choice of making this a stock
transaction underscores my faith in Acadia and Ken's leadership."
Acadia Realty Trust, headquartered in White Plains, NY, is a fully
integrated and self-managed real estate investment trust which
specializes in the acquisition, redevelopment and operation of
shopping centers which are anchored by grocery and value-oriented
retail. Acadia currently owns, or has interests in, and operates 62
properties totaling approximately nine million square feet, located
primarily in the Northeast, Mid-Atlantic and Midwest United States.
Certain matters in this press release may constitute
forward-looking statements within the meaning of federal securities
law and as such may involve known and unknown risk, uncertainties and
other factors which may cause the actual results, performances or
achievements of Acadia to be materially different from any future
results, performances or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements speak only
as of the date of this document. Acadia expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any
change in Acadia's expectations with regard thereto or change in
events, conditions or circumstances on which any such statement is
based. The Company also refers you to the documents filed by the
Company, from time-to-time, with the Securities and Exchange
Commission, including without limitation the Company's Annual Report
on Form 10-K and the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" incorporated by
reference therein, for a discussion of such risks and uncertainties.
For more information on the joint venture partners, visit their
Web sites at www.acadiarealty.com, www.klaffrealty.com, and
www.lubertadler.com.
CONTACT: Acadia Realty Trust, New York
Jon Grisham (investor relations), 914-288-8142