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): March 1, 2006
TRIZEC PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-16765
(Commission
File Number)
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33-0387846
(I.R.S. Employer
Identification Number) |
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| 10 S. Riverside Plaza, Suite 1100, Chicago IL
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60606 |
(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code:
(312) 798-6000
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 March 1, 2006, TrizecHahn One NY Plaza LLC (the “Subsidiary LLC”), a subsidiary of Trizec
Properties, Inc. (the “Company”), entered into a fixed rate mortgage loan agreement with Goldman
Sachs Commercial Mortgage Capital and Lehman Brothers Bank FSB, as the lenders (the “Loan
Agreement”), in the principal amount of $400 million. The mortgage loan, which is secured by One
New York Plaza, a 2.5 million square foot, 50-story building owned by the Subsidiary LLC, bears
interest at a rate of approximately 5.50% and matures on March 6, 2016. In connection with the
closing of the mortgage loan, the Company settled forward rate lock hedges that effectively fix the
interest rate on the mortgage loan at approximately 5.14%. Under certain circumstances, the
mortgage loan requires the Subsidiary LLC to establish reserves relating to the mortgaged facility
for capital expenditures, insurance, taxes, unfunded obligations, tenant improvements, work
allowances, leasing commissions and other costs. The mortgage loan also contains customary
representations, warranties and covenants of the Subsidiary LLC. The mortgage loan refinances One
New York Plaza, replacing a 7.27%, $228.4 million mortgage loan that the Subsidiary LLC intended to
repay in May 2006. The Company will use the additional funds that it receives from the refinancing
to pay down other outstanding debt.
The Goldman Sachs Group, an affiliate of Goldman Sachs Commercial Mortgage Capital, is one of
the Company’s top ten tenants by rental revenue, accounting for 2.6% of the Company’s rental
revenue for the year ended December 31, 2005.
The foregoing description of the Loan Agreement is qualified in its entirety by the full terms
and conditions of the Loan Agreement, a copy of which is filed as an exhibit to this Current Report
on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On March 1, 2006, the Subsidiary LLC borrowed $400 million pursuant to the fixed rate mortgage
loan described in Item 1.01 above in order to refinance One New York Plaza, replacing a 7.27%,
$228.4 million mortgage loan that the Subsidiary LLC intended to repay in May 2006. The Company
will use the additional funds that it receives from the refinancing to pay down other outstanding
debt. To the extent that this transaction would constitute the creation of a direct financial
obligation that is material to the Company, the description of the Loan Agreement set forth in Item
1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |