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): August 21, 2006
American Real Estate Partners, L.P.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-9516
|
|
13-3398766 |
|
|
|
|
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
|
|
767 Fifth Avenue, Suite 4700, New York, NY
|
|
10153 |
(Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 702-4300
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 obligation of the registrant under any of the following provisions:
| o |
|
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 1 — Registrant’s Business and Operations
Item 1.01 — Entry into a Definitive Material Agreement.
Section 2 — Financial Information
Item 2.03 — Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On August 21, 2006, we and American Real Estate Finance Corp. as the Borrowers, and certain of
our subsidiaries, as Guarantors, entered into a credit agreement, dated as of August 21, 2006, with
Bear Stearns Corporate Lending Inc., as Administrative Agent, and the several lenders from time to
time party thereto.
Under the credit agreement, we will be permitted to borrow up to $150.0 million. The credit
facility provides for the possibility of increasing available borrowings to $200.0 million. No
borrowings were made at the closing of the credit facility.
Obligations under the credit agreement are secured by liens on substantially all of the assets
of AREP Home Fashion Holdings LLC, American Casino & Entertainment LLC, AREP New Jersey Land
Holdings LLC, AREP Oil & Gas Holdings LLC and AREP Real Estate Holdings LLC, collectively, the AREH
Subsidiary Guarantors, each a wholly-owned subsidiary of American Real Estate Holdings Limited
Partnership, or AREH, of which we are the 99% limited partner. The credit agreement has a term of
four years and all amounts will be due and payable on August 21, 2010. Advances under the credit
agreement may not exceed 20% of the Collateral Value, as defined in the credit agreement, and will
be in the form of either base rate loans or Eurodollar loans, each as defined in the credit
agreement.
The credit agreement includes covenants that, among other things, restrict the creation of
certain liens and certain dispositions of property by the AREH Subsidiary Guarantors.
Obligations under the credit agreement are immediately due and payable upon the occurrence of
certain events of default, as defined in the credit agreement, including: failure to pay any
principal or interest of any Loan or Reimbursement Obligation, as defined in the credit agreement,
when due and payable; a default by any Group Member, as defined in the credit agreement, of any
obligation contained in the credit agreement or any other Loan Document, as defined in the credit
agreement; the indirect sale, lease, transfer, conveyance or other disposition (other than by way
of a merger or consolidation) of all or substantially all of the assets of us or AREH to any person
other than a Related Party, as defined in the credit agreement; and certain events that result in
any person other than us or Related Parties becoming the beneficial owner of more than 50% of the
voting power of us.
The description set forth above is qualified in its entirety by the credit agreement and
related documents, copies of which are filed as exhibits to this report and incorporated by
reference.
Section 8 — Other Events
Item
8.01 Other Events
The
following information is furnished pursuant to Item 8.01, “Other
Events”
On August
23, 2006, American Real Estate Partners, L.P. (“AREP”)
issued a press release, a copy of which is attached as Exhibit
99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01(d) Exhibits