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): June 1,
2007
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-19989
|
72-1211572
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
|
98
San Jacinto Blvd., Suite 220
|
|
|
Austin,
Texas
|
78701
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (512) 478-5788
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
1.01. Entry into a Material Definitive Agreement.
On
June
1, 2007, Stratus Properties Inc. (“Stratus”) entered into three separate loan
agreements with Holliday Fenoglio Fowler, L.P. (collectively, the “Loan
Agreements”), an affiliate of First American Asset
Management. Pursuant to the Loan Agreements, Stratus borrowed an
aggregate of an additional $15 million, $10.6 million of which was used to
pay
down the outstanding amounts under its revolving credit facility with Comerica
Bank, and the remainder of which will be used for operations and capital
expenditures, including the Stratus Block 21 Project and other development
costs. The Loan Agreements expire and are repayable in full on
December 31, 2011.
The
Loan
Agreements contain customary financial covenants and other restrictions. Except
in certain events related to a change in control of Stratus, the loans may
not
be prepaid prior to December 31, 2007. Beginning on January 1, 2008,
the loans may be prepaid subject to certain reinvestment charges as further
described in the related promissory notes. Amounts
borrowed under the Loan Agreements bear interest at a rate of 6.915% per
year. Repayments under the Loan Agreements can be accelerated
by the lender upon the occurrence of certain customary events of
default. Stratus’ obligations under the Loan Agreements are
unsecured.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement.
See
Item
1.01, which is incorporated herein by reference.
SIGNATURE
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.
Stratus
Properties Inc.
By:
/s/
John E. Baker
----------------------------------------
John
E.
Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date: June
7, 2007