SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 5, 2012
Clarion Partners Property Trust Inc.
(Exact Name of Registrant as Specified in Charter)
(Registrants 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 (see General Instructions A.2.):
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 November 5, 2012, Clarion Partners Property Trust Inc. (the Company) entered into an expense support agreement (the Expense Support Agreement) by and between the Company and Clarion Partners, LLC, the Companys sponsor (Clarion Partners). Pursuant to the terms of the Expense Support Agreement, commencing with the partial quarter ending December 31, 2012 and on a quarterly basis thereafter, Clarion Partners may, in its sole discretion, reimburse the Company for, or pay on behalf of the Company, all or a portion of the Companys Total Operating Expenses and Organizational and Offering Expenses (Expense Payments) for any calendar quarters in which the Expense Sharing Agreement is in effect. For the purposes of the Expense Support Agreement, Total Operating Expenses and Organizational and Offering Expenses are defined to have the meaning ascribed to such terms in the Second Amended and Restated Advisory Agreement, dated as of May 6, 2011, by and among the Company, CPT Advisors LLC, the Companys advisor (the Advisor), and CPT Real Estate LP, the Companys operating partnership (the Operating Partnership). The Advisor is a wholly owned subsidiary of Clarion Partners.
Pursuant to the Expense Support Agreement, from and after such time as the Company has raised $350,000,000 in aggregate gross proceeds from its continuous public offering of shares of its common stock (the Offering), the Company shall reimburse Clarion Partners for any Expense Payments on a quarterly basis in an amount not to exceed $250,000 per quarter until all Expense Payments have been reimbursed; provided that Clarion Partners may waive the right to receive reimbursements for any Expense Payments.
The Expense Support Agreement is effective until December 31, 2012 and will be automatically renewed on a quarterly basis thereafter, unless terminated pursuant to its terms. The Company or Clarion Partners may terminate the Expense Support Agreement at any time, without penalty, upon 30 days notice. If Clarion Partners terminates the Expense Support Agreement, the Company will have no obligation to make any Reimbursement Payments for any period not already due as of the termination date. If the Company terminates the Expense Support Agreement, within 30 days after such termination, the Company must reimburse Clarion Partners for all Expense Payments which have not been previously reimbursed by the Company. At the discretion of the Company, such reimbursement may be in the form of cash, other immediately available funds, a non-interest bearing promissory note with equal monthly principal payments over a term of no more than five years, or any combination thereof.
The description of the Expense Support Agreement set forth above is qualified in its entirety by reference to the Expense Support Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
The exhibits filed as part of this Current Report on Form 8-K are identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.
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.