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) November 9, 2017
WINTHROP REALTY LIQUIDATING TRUST
(Exact Name of Registrant as Specified in Its Charter)
| Ohio | ||
| (State or Other Jurisdiction of Incorporation) | ||
| 001-06249 | 34-6513657 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts | 02114 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (617) 570-4614 | ||
| (Registrant's Telephone Number, Including Area Code) | ||
| 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 obligations of the registrant under any of the following provisions
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.01 | Completion of Acquisition or Disposition of Assets |
On November 9, 2017, the venture in which Winthrop Realty Liquidating Trust (the “Trust”) holds an 83.7% interest sold its Mosaic Apartments property located in Houston, Texas to an independent third party for a gross sale price of approximately $90.5 million. After satisfying the $45.0 million debt encumbering this property and all closing costs and pro rations associated with the sale, the Trust received a pro-rata distribution of approximately $37.4 million from the sale. The gross sales price is $0.7 million lower than the Trust's estimated net assets in liquidation attributable to this asset at December 31, 2016.
| Item 8.01. | Other Events |
On November 9, 2017, the Trust’s trustees approved a liquidating distribution of $0.90 per common beneficial interest in the Trust payable in cash on November 21, 2017 to holders of record on November 14, 2017. For tax purposes, no gain or loss was recognized on the property sale or the loan payoff and the liquidating distribution is considered a return of capital.
On November 9, 2017, the Trust issued a press release announcing the distribution described above and the sale of the Trust’s Houston, Texas property. A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits
| 99.1 | Press Release dated November 9, 2017 |
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 on this 9th day of November, 2017.
| WINTHROP REALTY LIQUIDATING TRUST | ||
| By: | /s/ Michael L. Ashner | |
| Michael L. Ashner | ||
| Trustee | ||
Winthrop Realty Liquidating Trust to Make Distribution of $0.90 Per Beneficial Unit
_________
Houston, Texas Property Sold
BOSTON, November 9, 2017 (GLOBE NEWSWIRE) -- Winthrop Realty Liquidating Trust (the "Trust") announced today the Trust's trustees have approved a liquidating distribution of $0.90 per common beneficial unit in the Trust payable in cash on November 21, 2017 to holders of record on November 14, 2017. As the Trust is treated as a partnership for tax purposes, the withholding agent for foreign investors is required to make quarterly withholding payments to the IRS based on the Trust's "effectively connected income." The Trust maintains its previously announced estimate that 2017 effectively connected income will be approximately $0.29 per share for the year ended December 31, 2017.
The Trust announced today that the venture in which the Trust holds an 83.7% interest sold its Mosaic Apartments property located in Houston, Texas to an independent third party for a gross sale price of approximately $90.5 million. After satisfying the $45.0 million debt encumbering this property and all closing costs and pro rations associated with the sale, the Trust received a pro-rata distribution of approximately $37.4 million from the sale. The gross sales price is $0.7 million lower than the Trust's estimated net assets in liquidation attributable to this asset at December 31, 2016.
About Winthrop Realty Liquidating Trust
Winthrop Realty Liquidating Trust was formed to continue the liquidation process of remaining assets held by Winthrop Realty Trust at August 5, 2016. The Trust's sole purpose is to continue to seek to sell these assets in an orderly fashion to maximize value to its beneficiaries. Subject to certain exceptions related to transfer by will, intestate succession or operation of law, interests in the Trust are not transferable, nor do beneficiaries have authority or power to sell or in any other manner dispose of their interest in the Trust. For more information about the Trust's remaining assets, please visit our web-site at www.winthropreit.com.
Contact at Winthrop Realty Liquidating Trust
John Garilli
Investor or Media Inquiries
Phone: (617) 570-4614; e-mail: jgarilli@winthropcapital.com