UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 27, 2018 (March 22, 2018)
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
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Massachusetts |
0-12138 |
04-2619298 |
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(State or Other Jurisdiction |
(Commission |
(IRS Employer |
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of Incorporation) |
File Number) |
Identification Number) |
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39 Brighton Avenue, Allston, Massachusetts |
02134 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code (617) 783-0039
N/A
(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):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 22, 2018, Hamilton Park Towers, LLC (“Hamilton Park”), a joint venture 40% owned by New England Realty Associates Limited Partnership (the “Partnership”) entered into a Rate Lock Confirmation (the “Confirmation”) with John Hancock Life Insurance Company (U.S.A.) and paid the requisite deposit of $1,290,000. The confirmation calls for a loan of $125,000,000 at a fixed interest rate of 3.99% per annum. Hamilton Park intends to use the proceeds of the loan, when closed, to pay off an outstanding loan of approximately $82,000,000 currently secured by, among other collateral, the property owned by Hamilton Park. The description of the terms of the Confirmation is qualified by reference to the text of the Confirmation, which is filed as Exhibit 10.1 with this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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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.
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NEW ENGLAND REALTY ASSOCIATES |
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LIMITED PARTNERSHIP |
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By: |
NewReal, Inc., its General Partner |
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By |
/s/ Ronald Brown |
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Ronald Brown, its President |
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Date March 27, 2018 |
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3
Exhibit 10.1
Schedule 1
Rate Lock Confirmation
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Date: |
Thursday, March 22, 2018 |
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TO: |
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) |
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RE: |
John Hancock Application #: |
527600:11 |
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Property Name: |
Dexter Park |
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Property Address: |
175 Freeman Street, Brookline, MA |
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Lender has locked the interest rate in connection with the Application on the terms set forth below, subject to the terms and conditions of the Application. Capitalized terms not otherwise defined in this confirmation shall have the meanings assigned to them in the Application.
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(a) Loan Amount |
$125,000,000 |
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(b) Interest Rate; Commitment Deposit |
The Interest Rate is locked at 3.99% per annum through the outside date for Closing as set forth below, subject to Lender having received the Commitment Deposit no later than five (5) days from Lender’s executing and delivering the Application to Borrower as set forth in the Application. |
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(c) Treasury Rate |
The applicable U.S. Treasury Security used to determine the Interest Rate was the 10-year Treasury, which is 2.81%. |
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(d) Monthly Payment |
The Monthly Payment is fixed at $415,625.00. |
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(e) Amortization Period |
The Loan is interest-only throughout its term. |
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(f) Amended Date of Application |
The date of the Application is hereby amended to March 22, 2018. |
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(g) Outside Date for Closing; Rate Lock Expiration |
The outside date for Closing is June 1, 2018. |
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(h) Extent of Amendment; Ratification |
The Application is hereby modified to incorporate the terms and conditions of this Rate Lock Confirmation. In the event of any conflict between this agreement and the Application, this Rate Lock Confirmation shall prevail. Except as amended by this Rate Lock Confirmation, the Application is ratified and remains in full force and effect. |
Applicant hereby (i) acknowledges that Lender locked the Interest Rate in connection with the Application and this Rate Lock Confirmation at the rate set forth above which Interest Rate was accepted by Applicant via a teleconference held on March 22, 2018 (the “Rate Lock Date”); (ii) accepts all of the terms and conditions set forth above; and (iii) agrees that the Application remains unchanged and in full force and effect, except as modified by the terms set forth above.
Applicant confirms the foregoing terms by executing below and delivering this Rate Lock Confirmation via telecopy or electronic mail, to be received by Lender no later than 1:00 P.M., Eastern time on the Rate Lock Date. Notwithstanding the locking of the Interest Rate, Lender is not obligated to make the Loan contemplated by the Application unless and until the Loan has been approved by Lender, and Lender has countersigned and delivered the Application.
Time is of the essence under this confirmation.
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APPLICANT / BORROWER: |
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Hamilton Park Towers, LLC |
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By: |
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Name: |
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Carl A. Valeri |
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Title: |
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Date Executed: |
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3/22/2018 |
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LENDER: |
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JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) |
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By: |
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Name: |
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David Connors |
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Title: |
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Managing Director |
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Date Executed: |
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3/22/2018 |
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