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): August 16, 2012
ACADIA REALTY TRUST
(Exact name of registrant as specified in its charter)
MARYLAND | 1-12002 | 23-2715194 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer 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) | ||
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 7.01 Regulation FD Disclosure
On August 16, 2012, Acadia Realty Trust (the "Company") issued a press release announcing the final closing of Acadia Strategic Opportunity Fund IV LLC (“Fund IV”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including the information included in Exhibit 99.1 attached hereto, is intended to be furnished solely pursuant to this Item 7.01, and is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing under the Securities Act of 1933, as amended ("Securities Act") or the Exchange Act, or otherwise subject to the liabilities of Sections 11 and 12 (a) (2) of the Securities Act.
Item 8.01 Other Events.
On August 16, 2012, the Company announced the final closing of Fund IV, which has received total capital commitments of approximately $541 million since its initial closing on May 16, 2012. This is the fourth in a series of institutional funds formed by the Company dedicated to making opportunistic and value-add investments in retail real estate.
The Company, through a subsidiary, will be the managing member and has agreed to commit $125 million of its own capital representing a 23% interest in Fund IV. In addition to a pro-rata return on its invested equity, the Company is entitled to a profit participation based upon certain investment return thresholds. Cash flow is distributed pro-rata to the members (including the Company) until they have received a 6% cumulative return on, and a return of, all capital contributions. Thereafter, remaining cash flow is distributed 80% to the members (including the Company) and 20% to the Company as a carried interest. The Company also earns fees and/or priority distributions for asset management, property management, leasing, development/re-development and construction services.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated August 16, 2012
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.
Date: August 17, 2012 | ACADIA REALTY TRUST (Registrant) |
By: /s/ Jonathan Grisham | |
Name: Jonathan Grisham | |
Title: Sr. Vice President and Chief Financial Officer | |
(d) Exhibits
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press Release dated August 16, 2012 |
Jon Grisham
(914) 288-8100
ACADIA REALTY TRUST CLOSES FOURTH FUND WITH $541 MILLION
WHITE PLAINS, NY - August 16, 2012 - Acadia Realty Trust (NYSE: AKR) today announced the final closing of Acadia Strategic Opportunity Fund IV LLC (“Fund IV”), which has received total capital commitments of approximately $541 million since its initial closing on May 16, 2012. This is the fourth in a series of institutional funds dedicated to making opportunistic and value-add investments in retail real estate. With leverage, Fund IV has approximately $1.5 billion of buying power.
Acadia received commitments from a diverse investor base including endowments, foundations, pension funds, investment management firms, and family offices. Acadia has committed $125 million (23%) of Fund IV's total capital commitments. The capital raised exceeded Acadia's original $500 million goal.
“We are extremely appreciative of the strong support demonstrated by both our existing fund investors and those with whom we have recently established new relationships,” stated Kenneth F. Bernstein, President and CEO of Acadia. “The successful completion of our fund raise enables us to continue to create value for all of our stakeholders through the disciplined application of our location-driven investment strategy.”
Similar to its predecessor funds, Fund IV will target both single property and portfolio transactions in markets generally characterized by high barriers to entry, dense populations, and a constrained retail supply. Acadia is a vertically-integrated organization whose investment experience includes debt restructuring, recapitalization, value-add re-leasing, and asset repositioning and redevelopment.
Paul Hastings LLP acted as legal advisor to Fund IV together with Seyfarth Shaw LLP who provided tax advice. Acadia did not utilize a placement agent.
Forward-Looking Statements
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 risks, uncertainties and other factors that 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. These forward-looking statements include statements regarding Acadia's future financial results and its ability to capitalize on potential opportunities arising from continued economic uncertainty. Factors that could cause Acadia's forward-looking statements to differ from its future results include, but are not limited to, those discussed under the headings “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Acadia's most recent annual report on Form 10-K filed with the SEC on February 28, 2012 (“Form 10-K”) and other periodic reports filed with the SEC, including risks related to: (i) the current global financial environment and its effect on retail tenants; (ii) Acadia's reliance on revenues derived from major tenants; (iii) Acadia's limited control over joint venture investments; (iv) Acadia's partnership structure; (v) real estate and the geographic concentration of our properties; (vi) market interest rates; (vii) leverage; (viii) liability for environmental matters; (ix) Acadia's growth strategy; (x) Acadia's status as a REIT; (xi) uninsured losses and (xii) the loss of key executives. Copies of the Form 10-K and the other periodic reports Acadia files with the SEC are available on Acadia's website at www.acadiarealty.com. Any forward-looking statements in this press release speak only as of the date hereof. 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.