SEC Company Response from Newkirk Realty Trust, Inc. (CIK 0001333578) — Nov 2, 2005
Newkirk Realty Trust, Inc. (CIK 0001333578)
Date: Nov. 2, 2005 · CIK: 0001333578 · Accession: 0001047469-05-025936
AI Filing Summary & Sentiment
File numbers found in text: 333-127278
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CORRESP
1
filename1.htm
November 1, 2005
Securities
and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Amanda McManus
Josh Forgione
Re:
Newkirk Realty Trust, Inc.
Amendment No. 6 to Registration Statement on Form S-11
Filed November 1, 2005
Registration No. 333-127278
Ladies
and Gentlemen:
We
intend to file Amendment No. 6 to Form S-11 (the "Registration Statement") for Newkirk Realty Trust, Inc. (the "Company") later today to reflect an
anticipated public sale of 15,000,000 shares at between $16 and $17 per share. Amendment No. 5 to the Registration Statement had contemplated the public sale of 20,000,000 shares at between $19
and $21 per share.
The
revisions to the disclosure resulting from the change in pricing and number of shares offered are essentially as follows:
•The
dividend will decrease to $1.60 from $1.68 per share. However, the estimated yield will increase to 9.7% (assuming the midpoint price of $16.50) from 8.4%.
•The
total proceeds used to purchase newly issued Newkirk MLP units will now be $241.7 million (including the $50 million from the First Union private
placement) instead of $281.7 million.
•The
total proceeds used to purchase MLP units from Apollo will now be $37.0 million instead of $138.5 million.
•The
total proceeds used to purchase MLP units from WEM will now be $2.0 million instead of $2.4 million.
•The
formula for determining the base management fee will remain unchanged except that an annual minimum of $4.8 million has been added and the formula will now
include equity raised (or deemed equity raised) upon the sale (other than in connection with the overallotment), conversion, or distribution by Apollo of the first 5 million of its Newkirk MLP
units. The effect of this adjustment is a $1.5 million reduction to the base management fee expense included in the pro forma financial statements.
•The
threshold to be reached before the incentive management fee can be earned will now be the greater of (i) $650 million (the approximate level at which it
would have been assuming a $20 offering price and an offering of 20,000,000 shares) or the previously disclosed formula based method. This has no effect on the pro forma financial statements.
•The
pro forma financial statements and beneficial ownership tables have been revised to reflect the above changes.
As
contemplated in Amendment No. 5, the overallotment option will remain at 15% of the total number of firm shares offered. In addition, the purchase by First Union Real Estate Equity and
Mortgage Investments of $50 million of common stock in a concurrent private placement and the issuance of an additional $20 million of common stock in exchange for the assignment of an
exclusivity right in respect of Michael Ashner will remain unchanged.
There
are essentially no other changes to the disclosure in the Registration Statement.
Please
call us at (212) 940-6412 should you have any questions.
Sincerely
yours,
/s/
Elliot Press
Elliot
Press