UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 16, 2007
ACADIA REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 1-12002 23-2715194
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
1311 Mamaroneck Avenue
Suite 260
White Plains, New York 10605
(Address of principal executive offices) (Zip Code)
(914) 288-8100
(Registrant's 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:
[ ] 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 8.01. Other Events.
On May 16, 2007, Acadia Realty Trust (the "Company") issued a press
release announcing that it has formed its third discretionary opportunity fund,
Acadia Strategic Opportunity Fund III LLC ("Fund III"). The Company anticipates
that in addition to the Company's investment, 13 investors will invest in Fund
III, including all of the investors from its most recent opportunity fund,
Acadia Strategic Opportunity Fund II LLC ("Fund II").
Fund III expects to receive total aggregate capital commitments of $400
million from the existing investors in Fund II and seven new investors. The
Company has agreed to commit up to an additional $100 million of its own
capital, representing 20% of the total committed capital. Approximately 90% of
Fund III's offering has closed; with the remaining balance expected to close
during the second quarter of 2007. With $500 million of discretionary capital,
Fund III intends to acquire up to approximately $1.5 billion of assets on a
leveraged basis.
The terms and structure of Fund III are substantially the same as Fund
II except that the preferred return threshold is equal to 6%. A subsidiary of
the Company will be the managing member of Fund III with a 20% interest.
In addition to a pro-rata return on its invested equity, the Company is
entitled to a profit participation based upon certain investment return
thresholds. Cash flow is distributed pro-rata to the members (including the
Company) until they have received a 6% cumulative return on, and a return of,
all capital contributions. Thereafter, remaining cash flow is distributed 80% to
the members (including the Company) and 20% to the Company as a carried
interest. The Company also earns fees and/or priority distributions for asset
management services equal to 1.5% of the allocated invested equity, as well as
for property management, leasing, development/re-development and construction
services.
A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
..
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits.
Exhibit Number Description
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99.1 Press Release dated May 16, 2007
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.
ACADIA REALTY TRUST
(Registrant)
Date: May 16, 2007 By: /s/ Michael Nelsen
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Name: Michael Nelsen
Title: Sr. Vice President and
Chief Financial Officer