0001193125-14-363473.txt : 20141003 0001193125-14-363473.hdr.sgml : 20141003 20141003170204 ACCESSION NUMBER: 0001193125-14-363473 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141003 DATE AS OF CHANGE: 20141003 GROUP MEMBERS: DEREK C. SCHRIER GROUP MEMBERS: IC GP, LLC GROUP MEMBERS: INDABA CAPITAL FUND, L.P. GROUP MEMBERS: INDABA PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Winthrop Realty Trust CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-19676 FILM NUMBER: 141140448 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Indaba Capital Management, L.P. CENTRAL INDEX KEY: 0001524362 IRS NUMBER: 271639439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE DM700 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: (415) 680-1180 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, SUITE DM700 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 FORMER COMPANY: FORMER CONFORMED NAME: Indaba Capital Management, LLC DATE OF NAME CHANGE: 20110627 SC 13G 1 d799984dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

WINTHROP REALTY TRUST

(Name of Issuer)

Common Shares of Beneficial Interest

(Title of Class Securities)

976391300

(CUSIP Number)

September 25, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 976391300    SCHEDULE 13G    Page 2 of 11

 

  1   

NAME OF REPORTING PERSONS.

 

Indaba Capital Management, L.P.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

  3  

SEC Use Only

 

    

  4  

Citizenship or Place of Organization

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     5   

Sole Voting Power

 

0

     6   

Shared Voting Power

 

1,919,574

      7     

Sole Dispositive Power

 

0

      8     

Shared Dispositive Power

 

1,919,574

   9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,919,574

 10    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    

11  

Percent of Class Represented by Amount in Row (9)

 

5.27% (1)

12  

Type of Reporting Person (See Instructions)

 

IA

 

(1) Calculation of the foregoing percentage is based on 36,417,584 common shares of beneficial interest (the “Common Shares”) of Winthrop Realty Trust (the “Issuer”) outstanding as of August 1, 2014, as reported by the Issuer in its Form 10-Q filed on August 8, 2014.


CUSIP No. 976391300    SCHEDULE 13G    Page 3 of 11

 

  1   

NAME OF REPORTING PERSONS.

 

Indaba Partners, LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

  3  

SEC Use Only

 

    

  4  

Citizenship or Place of Organization

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     5   

Sole Voting Power

 

0

     6   

Shared Voting Power

 

1,919,574

      7     

Sole Dispositive Power

 

0

      8     

Shared Dispositive Power

 

1,919,574

   9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,919,574

 10    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    

11  

Percent of Class Represented by Amount in Row (9)

 

5.27% (1)

12  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Calculation of the foregoing percentage is based on 36,417,584 Common Shares of the Issuer outstanding as of August 1, 2014, as reported by the Issuer in its Form 10-Q filed on August 8, 2014.


CUSIP No. 976391300    SCHEDULE 13G    Page 4 of 11

 

  1   

NAME OF REPORTING PERSONS.

 

IC GP, LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

  3  

SEC Use Only

 

    

  4  

Citizenship or Place of Organization

 

Delaware

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     5   

Sole Voting Power

 

0

     6   

Shared Voting Power

 

1,919,574

      7     

Sole Dispositive Power

 

0

      8     

Shared Dispositive Power

 

1,919,574

   9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,919,574

 10    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    

11  

Percent of Class Represented by Amount in Row (9)

 

5.27% (1)

12  

Type of Reporting Person (See Instructions)

 

OO

 

(1) Calculation of the foregoing percentage is based on 36,417,584 Common Shares of the Issuer outstanding as of August 1, 2014, as reported by the Issuer in its Form 10-Q filed on August 8, 2014.


CUSIP No. 976391300    SCHEDULE 13G    Page 5 of 11

 

  1   

NAME OF REPORTING PERSONS.

 

Indaba Capital Fund, L.P.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

  3  

SEC Use Only

 

    

  4  

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     5   

Sole Voting Power

 

0

     6   

Shared Voting Power

 

1,919,574

      7     

Sole Dispositive Power

 

0

      8     

Shared Dispositive Power

 

1,919,574

   9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,919,574

 10    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    

11  

Percent of Class Represented by Amount in Row (9)

 

5.27% (1)

12  

Type of Reporting Person (See Instructions)

 

PN

 

(1) Calculation of the foregoing percentage is based on 36,417,584 Common Shares of the Issuer outstanding as of August 1, 2014, as reported by the Issuer in its Form 10-Q filed on August 8, 2014.


CUSIP No. 976391300    SCHEDULE 13G    Page 6 of 11

 

  1   

NAME OF REPORTING PERSONS.

 

Derek C. Schrier

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

  2  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨

(b)  x

 

  3  

SEC Use Only

 

    

  4  

Citizenship or Place of Organization

 

United States

NUMBER OF

SHARES

 BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     5   

Sole Voting Power

 

0

     6   

Shared Voting Power

 

1,919,574

      7     

Sole Dispositive Power

 

0

      8     

Shared Dispositive Power

 

1,919,574

   9    

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,919,574

 10    

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

    

11  

Percent of Class Represented by Amount in Row (9)

 

5.27% (1)

12  

Type of Reporting Person (See Instructions)

 

IN

 

(1) Calculation of the foregoing percentage is based on 36,417,584 Common Shares of the Issuer outstanding as of August 1, 2014, as reported by the Issuer in its Form 10-Q filed on August 8, 2014.


CUSIP No. 976391300    SCHEDULE 13G    Page 7 of 11

 

Item 1.

 

  (a) Name of Issuer

Winthrop Realty Trust

 

  (b) Address of Issuer’s Principal Executive Offices

7 Bullfinch Place, Suite 500, Boston, Massachusetts 02114

 

Item 2.

 

  (a) Name of Person Filing

This Schedule 13G is being filed jointly on behalf of:

(i) Indaba Capital Fund, L.P., a Cayman Islands exempted limited partnership (the “Fund”),

(ii) Indaba Capital Management, L.P., a Delaware limited partnership, and the Fund’s investment manager (the “Investment Manager”),

(iii) Indaba Partners, LLC, a Delaware limited liability company, and the Fund’s sole general partner (the “General Partner”),

(iv) IC GP, LLC, a Delaware limited liability company, and the Investment Manager’s sole general partner (“IC GP”), and

(v) Derek C. Schrier, a United States citizen and the Managing Member of IC GP and the Senior Managing Member of the General Partner (the “Senior Managing Member” and, collectively with the Investment Manager, the General Partner, IC GP and the Fund, the “Reporting Persons”).

 

  (b) Address of Principal Business office or, if None, Residence

The business address of each of the Investment Manager, the General Partner, IC GP and the Senior Managing Member is One Letterman Drive, Building D, Suite DM700, San Francisco, California 94129, USA. The registered office address of the Fund is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.

 

  (c) Citizenship

The Investment Manager is a Delaware limited partnership, each of IC GP and the General Partner is a Delaware limited liability company and the Fund is a Cayman Islands exempted limited partnership. The Senior Managing Member is a United States citizen.

 

  (d) Title of Class of Securities

Common shares of beneficial interest

 

  (e) CUSIP Number

976391300

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
  (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d)    ¨    Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).


CUSIP No. 976391300    SCHEDULE 13G    Page 8 of 11

 

    (f)    ¨    An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
  (g)    ¨    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
  (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i)    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
  (j)    ¨    Group in accordance with § 240.13d-1(b)(ii)(J).

 

Item 4. Ownership

(a) Amount beneficially owned:

Incorporated by reference to Item 9 of the cover page pertaining to each Reporting Person.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Shares reported herein except to the extent of their pecuniary interest therein.

 

(b) Percent of class:

Incorporated by reference to Item 11 of the cover page pertaining to each Reporting Person.

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

Incorporated by reference to Item 5 of the cover page pertaining to each Reporting Person.

(ii) Shared power to direct the vote:

Incorporated by reference to Item 6 of the cover page pertaining to each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

Incorporated by reference to Item 7 of the cover page pertaining to each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

Incorporated by reference to Item 8 of the cover page pertaining to each Reporting Person.

 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.


CUSIP No. 976391300    SCHEDULE 13G    Page 9 of 11

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 976391300    SCHEDULE 13G    Page 10 of 11

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 3, 2014

 

INDABA CAPITAL MANAGEMENT, L.P.
By:  

/s/ Hank Brier

  Name: Hank Brier
  Title: General Counsel

 

INDABA PARTNERS, LLC
By:  

/s/ Hank Brier

  Name: Hank Brier
  Title: General Counsel

 

IC GP, LLC
By:  

/s/ Hank Brier

  Name: Hank Brier
  Title: General Counsel

 

INDABA CAPITAL FUND, L.P.
By:  

/s/ Hank Brier

  Name: Hank Brier
  Title: General Counsel

 

/s/ Derek C. Schrier

DEREK C. SCHRIER

EXHIBIT INDEX

 

Exhibit

  

Description

1    Joint Filing Agreement by and among the Reporting Persons
EX-99.1 2 d799984dex991.htm EX-99.1 EX-99.1
CUSIP No. 976391300    SCHEDULE 13G    Page 11 of 11

 

Exhibit 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(k)1

The undersigned acknowledge and agree that the foregoing Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: October 3, 2014

 

INDABA CAPITAL MANAGEMENT, L.P.
By:  

/s/ Hank Brier

  Name: Hank Brier
  Title: General Counsel

 

INDABA PARTNERS, LLC
By:  

/s/ Hank Brier

  Name: Hank Brier
  Title: General Counsel

 

IC GP, LLC
By:  

/s/ Hank Brier

  Name: Hank Brier
  Title: General Counsel

 

INDABA CAPITAL FUND, L.P.
By:  

/s/ Hank Brier

  Name: Hank Brier
  Title: General Counsel

 

/s/ Derek C. Schrier

DEREK C. SCHRIER