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Ramco-Gershenson Completes Review of Strategic and Financial Alternatives, Announces Governance Changes and Provides Guidance and Other Updates
Tuesday, September 08, 2009 4:54 PM


(Source: Business Wire)trackingRamco-Gershenson Properties Trust (NYSE:RPT) announced today that its Board of Trustees has completed its review of potential strategic and financial alternatives. The Company also announced the status of de-leveraging activities, governance changes, guidance and other items.

Strategic and Financial Alternatives Review Process

After a thorough review of the Company's strategic and financial alternatives, the Board of Trustees has unanimously endorsed the Company's stand-alone business plan which includes de-leveraging of the Company's balance sheet and extending debt maturities, enhancing the Company's corporate governance, curtailing development activities and costs, targeting the timing of redevelopments, pursuing sales of additional non-strategic assets, and continuing to focus on core operations and a co-investment joint venture strategy.

Liquidity and De-leveraging Activities

The Company has received commitments for a new secured credit facility totaling $250 million (with lead bank, KeyBank National Association, and with eight participant banks, Bank of America, N.A., Comerica Bank, Deutsche Bank Trust Company Americas, Eurohypo AG, New York Branch,Fifth Third Bank, A Michigan Banking Corporation, Huntington National Bank, JP Morgan Chase Bank, N.A., and PNC Bank, National Association) and a commitment to amend its secured revolving credit facility for The Town Center at Aquia. The new secured credit facility is anticipated to close in the fourth quarter of 2009. The Company cannot give any assurance that the refinancings will ultimately occur or, if they occur, that material terms of the refinancings will not change. The closing of the Company's refinancing of its credit facilities is subject to the lenders' due diligence investigation, to the receipt of satisfactory appraisals of shopping centers that will secure the Company's obligations, to the negotiation and execution of definitive agreements and to other conditions.

The new secured credit facility is anticipated to include a $150 million revolving credit facility expiring December 31, 2012 and a $100 million term loan expiring June 30, 2011. The term loan is expected to require amortization payments of $33 million in each of December 31, 2009 and September 30, 2010 and a final payment of $34 million due on June 30, 2011. The new facility is expected to be secured by a significant number of the Company's properties, with available amounts under such credit facility initially linked to 65% of the properties' appraised value. Availability under the Aquia facility is anticipated to be $20 million, reflecting a $20 million repayment under the existing facility, with quarterly reductions in availability in 2010. The Aquia facility will mature December 31, 2010, with two 12-month extension options.

The Company recently announced that it completed the sale of three triple net lease assets, consisting of two Wal-mart stores and a Home Depot store. All these assets were unencumbered, and the aggregate proceeds from the sales totaled $27.4 million. The proceeds were used to reduce outstanding borrowings under the Company's unsecured revolving credit facility.

Proceeds from the common share offering announced today will also be used to reduce outstanding borrowings under the Company's unsecured revolving credit facility.

Governance Changes

The Company's Board of Trustees recently took action to make significant corporate governance changes. Those changes include the following:

The Board of Trustees took action to terminate the Company's shareholder rights plan effective today. Prior to such action, each outstanding common share carried with it one right that was not separable from the common share until the occurrence of a triggering event.

The Board of Trustees committed to propose, at the Company's 2010 annual meeting of shareholders, amendments to the Company's declaration of trust and bylaws necessary so that the Company's trustees will be elected annually for one year terms. Currently, the Board of Trustees is classified, with trustees serving for three year terms and with one-third of the Trustees up for election in any year. As part of that amendment, the Board will propose that the common share ownership threshold required for the calling of a special shareholder meeting be increased from 25% to a majority of the outstanding common shares.

Stephen Blank, a current member of the Board of Trustees, was elected the non-executive Chairman of the Board. Dennis Gershenson will continue to serve as the Company's CEO and President. Mr. Blank is Senior Fellow, Finance at the Urban Land Institute, has been a Trustee of the Company since 1988 and has served as the Company's Lead Trustee since 2006.

The Compensation Committee of the Board of Trustees committed to establishing an annual incentive program for the Trust's CEO and CFO pursuant to which the annual incentive payment for each individual will be based primarily on the achievement of specified performance metrics. Previously, the annual bonus payment for such officers had been within the discretion of the Compensation Committee.



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