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: August 12, 2005
RECKSON ASSOCIATES REALTY CORP.
and
RECKSON OPERATING PARTNERSHIP, L.P.
(Exact name of each Registrant as specified in its Charter)
Reckson Associates Realty Corp. - Maryland Reckson Associates Realty Corp. -
Reckson Operating Partnership, L.P. - Delaware 11-3233650
(State or other jurisdiction of incorporation or Reckson Operating Partnership, L.P. -
organization) 11-3233647
225 Broadhollow Road (IRS Employer ID Number)
Melville, New York 11747
(Address of principal executive offices) (Zip Code)
1-13762
(Commission File Number)
(631) 694-6900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrants 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))
Item 1.01. Entry into a Material Definitive Agreement.
Australian Offering and Formation of Joint Venture. Reckson Associates
Realty Corp. ("Reckson") has announced the execution of an Underwriting
Agreement relating to the offering in Australia of approximately A$263 million
(approximately US$202 million) of units in a newly-formed Reckson-sponsored
Australian listed property trust, Reckson New York Property Trust ("Reckson
NYPT"), to be traded on the Australian Stock Exchange (ASX). The Australian
offer document was lodged with the Australian Securities and Investments
Commission (ASIC) on Monday, August 15, 2005. The transaction is expected to
close and Reckson NYPT (ASX: RNY) is scheduled to begin trading on the ASX on
September 26, 2005. Reckson NYPT will be managed by Reckson Australia
Management Limited (RAML), an Australian licensed Responsible Entity which is
wholly owned by Reckson Operating Partnership, L.P. Reckson NYPT will
contribute the net proceeds of the offering in exchange for a 75% indirect
interest in a newly-formed joint venture in the United States.
Reckson also entered into a Contribution Agreement and a Sale Agreement
pursuant to which, among other things, it will transfer 25 of its properties
at a purchase price of approximately US$563 million and containing an
aggregate of 3.4 million square feet to the joint venture in exchange for a
25% interest and approximately US$502 million in cash (inclusive of proceeds
from mortgage debt). Reckson will arrange for approximately US$320 million of
debt, including approximately US$248 million of fixed rate debt and
approximately US$72 million of floating rate debt, that will encumber the
properties transferred to the joint venture.
Reckson will also grant the joint venture options to acquire ten
additional properties containing an aggregate of approximately 1.2 million
square feet over a two year period at a price based upon the fair market value
at the time of transfer to the joint venture. Affiliates of Reckson will
provide asset management, property management, leasing, construction and other
services to the joint venture and affiliates of Reckson will be entitled to
transaction fees and ongoing fees relating to the joint venture. Additional
information concerning this transaction is contained in Reckson's Current
Report on Form 8-K filed with the Securities and Exchange Commission on July
26, 2005.
The offering is being made outside of the United States. Nothing herein
shall be construed as an offering of the units in Reckson NYPT. The
Underwriting Agreement, Contribution Agreement and Sale Agreement are subject
to conditions typical for transactions of this nature and, as a result, there
can be no assurance that the transactions will be completed.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Underwriting Agreement, dated as of August 12, 2005, by and among
Reckson New York Property Trust, UBS AG, Australia Branch and
Citigroup Global Markets Australia Pty Limited
10.2 Contribution Agreement, dated as of August 12, 2005, by and among
Reckson Operating Partnership, L.P. and certain of its
subsidiaries, Reckson Australia Operating Company LLC and Reckson
Australia LPT Corporation
10.3 Sale Agreement, dated as of August 12, 2005, by and among Reckson
Operating Partnership, L.P. and certain of its subsidiaries,
Reckson Australia Operating Company LLC and Reckson Australia LPT
Corporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Jason M. Barnett
----------------------------------
Jason M. Barnett
Executive Vice President
and General Counsel
RECKSON OPERATING PARTNERSHIP, L.P.
By: Reckson Associates Realty Corp.,
its General Partner
By: /s/ Jason M. Barnett
----------------------------------
Jason M. Barnett
Executive Vice President
and General Counsel
Date: August 18, 2005
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