UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(dDate of earliest event reported): September 27, 2013

CENTERLINE HOLDING COMPANY (Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ~~of 1934~~its charter)

Date of Report (Date of earliest event reported): April 28, 2013

CENTERLINE HOLDING COMPANY

(Exact name of registrant as specified in its charter)


Delaware	1-13237	13- 3916825
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Church Street, 15th Floor

New York, NY

10007

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 317-5700

Not Applicable (Former name or former address if changed since last report.)

(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 communications 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))

¨ 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))

EXPLANATORY NOTE:

On March 14, 2013, Centerline Holding Company (“Centerline” or the “Company”) completed a reverse/forward stock split transaction which reduced the number of record holders of Common Shares of the Registration to less than 300. On March 15, 2013, the Company filed a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to suspend its obligation to file reports and other information with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Notwithstanding the suspension of the foregoing reporting obligation, the Company has determined to file voluntarily with the SEC this Current Report on Form 8-K (the “Report”).

2Item 8.01. Other Events.

~~Item 1.01.~~ On ~~Entry~~September ~~into~~27, a2013, ~~Definitive~~the ~~Material~~Company ~~Agreement.~~determined to file this Report to publicly disclose the information set forth below in accordance with the agreement in principle described therein.

OnThe ~~April 28,~~Company ~~2013,~~has reached an agreement in principle to settle a consolidated putative class action lawsuit on behalf of Centerline shareholders filed in the ~~Board~~Supreme Court of ~~Trustees~~the State of New York, County of New York, captioned In re Centerline Holding Company, aStockholder ~~Delaware~~Litigation, ~~statutory~~Consol. ~~trust~~Index No. 652202-2013 (the “~~Company~~Action”). Three complaints were filed, ~~authorized~~E. ~~and~~Randolph ~~declared a~~Hille ~~distribution~~v. ofCenterline ~~one~~Holding ~~preferred~~Company, ~~share~~et ~~purchase~~al., ~~right~~Index No. 652202-2013 (afiled ~~“Right”~~June 21, 2013), ~~for~~Brad ~~each~~Hoffman, ~~outstanding~~et ~~common~~al., ~~share~~v. ofCenterline ~~beneficial~~Holding ~~interest~~Company, inet ~~the~~al., ~~Company~~Index No. 652214-2013 (~~the~~filed ~~“Common~~June ~~Shares”~~21, 2013), and ~~special~~Robert ~~preferred~~Bushnell ~~voting~~v. ~~share~~Centerline ofHolding ~~beneficial~~Company, ~~interest~~et inal., ~~the Company~~Index No. 652348-2013 (~~the~~filed ~~“Special~~July ~~Preferred~~2, ~~Voting~~2013). These ~~Shares”~~three ~~and,~~actions ~~together~~were ~~with~~consolidated into the ~~Common~~Action ~~Shares~~ and ~~any~~co-lead ~~other~~counsel ~~shares~~was ofappointed ~~beneficial~~on ~~interest~~July in17, ~~the~~2013. ~~Company~~The ~~that~~Action ~~become~~names ~~outstanding~~as ~~before~~defendants Centerline, the ~~earlier~~managing trustees of ~~the~~Centerline, ~~Distribution~~Hunt ~~Date~~Companies, ~~(as~~Inc., ~~defined~~a ~~below~~Delaware corporation (“Hunt”), ~~and~~Hunt ~~the~~Capital ~~Expiration~~Partners, ~~Date~~LLC, ~~(as~~a ~~defined~~Delaware inlimited ~~the~~liability ~~Rights~~corporation ~~Agreement~~ (as“Hunt ~~defined below~~Capital”)), ~~the~~and “Otsego Shares~~”).~~ ~~The~~LLC, ~~distribution~~a isDelaware ~~payable~~limited liability oncorporation ~~April 29~~(“Otsego”, ~~2013~~together (and with Hunt and Hunt Capital, the “~~Record~~Hunt ~~Date~~Defendants”). toThe Action alleges that the ~~holders~~managing trustees of ~~record~~Centerline ofbreached ~~Shares~~their onfiduciary ~~that~~duties ~~date.~~to ~~Each~~Centerline’s ~~Right~~public ~~entitles~~shareholders in approving the ~~record~~Agreement ~~holder~~and Plan of ~~Shares~~Merger (the “Merger Agreement”), dated as of June 10, 2013, among Centerline and Otsego, pursuant to ~~purchase~~which ~~from~~it ~~the~~is ~~Company~~contemplated ~~one~~that ~~one-thousandth~~Otsego ofwill abe ~~Series~~merged Bwith ~~Junior~~and ~~Participating~~into ~~Preferred~~Centerline ~~Share~~and ofCenterline will continue as the ~~Company~~surviving entity (the “~~Preferred Shares~~Merger”). atPlaintiffs aallege ~~price~~that the managing trustees of ~~$75.00~~Centerline ~~per~~breached ~~one~~their ~~one-thousandth~~fiduciary ofduties abecause they ~~Preferred~~failed ~~Share~~to (properly value the ~~“Purchase~~ ~~Price”)~~Company, ~~subject~~failed to ~~adjustment.~~take ~~The~~steps ~~description~~to ~~and~~maximize ~~terms~~the value of ~~the~~Centerline ~~Rights~~to ~~are~~its ~~set~~public ~~forth~~shareholders, and agreed to terms in athe ~~Rights~~Merger Agreement ~~dated~~that asfavor ofthe ~~April 28,~~Hunt ~~2013,~~Defendants asand deter alternative bids. The plaintiffs also allege that the ~~same~~Hunt ~~may~~Defendants beallegedly ~~amended~~breached ~~and/or~~fiduciary ~~restated~~duties ~~from~~that ~~time~~they owed to ~~time~~the (shareholders of Centerline. Finally, the ~~“Rights~~lawsuit ~~Agreement”),~~alleges ~~between~~that Centerline and the ~~Company~~Hunt Defendants aided and ~~Computershare~~abetted ~~Trust~~the ~~Company,~~managing Ntrustees in purportedly violating their fiduciary duties.~~A.,~~ The lawsuit seeks as ~~Rights~~relief ~~Agent~~an (injunction barring completion of the ~~“Rights~~Merger ~~Agent”).~~unless and until the Company implements a procedure or process to obtain the highest price possible for shareholders, imposition of a constructive trust in favor of plaintiffs upon any benefits improperly received by defendants, and an award of costs and attorney’s fees.

~~Until~~On ~~the earlier~~August to26, ~~occur~~2013, ofCenterline, ~~(i) 10~~the ~~days~~managing ~~following~~trustees, aand ~~public~~the Hunt ~~announcement~~Defendants ~~that~~entered into a ~~person~~memorandum orof ~~group~~understanding ofwith ~~affiliated~~the orplaintiffs ~~associated~~in ~~persons~~the ~~(with~~Action ~~certain~~regarding ~~exceptions,~~the ansettlement ~~“Acquiring~~of ~~Person”)~~the ~~has~~Action. In ~~acquired~~connection ~~beneficial~~with ~~ownership~~the settlement of ~~15%~~the orAction, ~~more~~Centerline ofhas agreed to make the ~~outstanding~~ ~~Shares~~below ordisclosures. ~~(ii) 10~~The ~~business~~settlement ~~days~~is ~~(or~~not, ~~such~~and should ~~later~~not ~~date~~be construed as, ~~may~~an beadmission ~~determined~~of wrongdoing or liability by ~~action~~any ofdefendant. ~~the~~Centerline, ~~Board~~its ofmanaging ~~Trustees~~trustees, ~~prior~~and tothe Hunt ~~such~~Defendants ~~time~~continue asto ~~any~~believe ~~person~~that orthe ~~group~~Action ofis ~~affiliated~~without ~~persons~~merit ~~becomes~~and anvigorously ~~Acquiring~~deny ~~Person)~~that ~~following~~any ~~the~~alleged ~~commencement~~breaches of, fiduciary orduties ~~announcement~~occurred. ofLikewise, annone ~~intention~~of tothe ~~make,~~defendants abelieve ~~tender~~that ~~offer~~any ordisclosures ~~exchange~~regarding ~~offer~~ the ~~consummation~~Merger ofare ~~which~~required ~~would~~under ~~result~~applicable laws. Furthermore, nothing in ~~the~~this ~~beneficial~~Report ~~ownership~~or byany asettlement ~~person~~shall orbe ~~group~~deemed an admission of ~~15%~~the legal necessity or ~~more~~materiality of any of the ~~outstanding~~disclosures ~~Shares~~set (forth in this Report. However, to avoid the ~~earlier~~risk of ~~such~~the ~~dates~~putative ~~being~~shareholder ~~called~~class ~~the~~action delaying ~~“Distribution~~or ~~Date”)~~adversely affecting the Merger, to minimize the ~~Rights~~substantial ~~will~~expense, beburden, ~~evidenced~~distraction byand ~~any~~inconvenience ~~certificate~~of ~~representing~~continued ~~the~~litigation and ~~Shares~~to fully and ~~this~~finally ~~Summary~~resolve ofthe ~~Rights.~~claims, Centerline has agreed to make these disclosures.

The ~~Rights~~ ~~Agreement~~information ~~provides~~in ~~that,~~this ~~until~~“Item ~~the~~8.01 ~~Distribution~~- ~~Date~~Other ~~(or~~Events” is ~~earlier~~being ~~expiration~~furnished ofand ~~the~~shall ~~Rights),~~not ~~the Rights will~~ be ~~transferred~~deemed ~~with~~“filed” ~~and~~for ~~only~~purposes ~~with~~of ~~the~~Section ~~Shares.~~18 ~~Until~~of the ~~Distribution~~Exchange ~~Date~~Act, (or ~~earlier~~otherwise ~~expiration~~subject to of the ~~Rights),~~liabilities ~~new~~of ~~certificates representing~~such ~~Shares~~section. ~~issued~~The ~~after~~information ~~the~~in ~~Record~~Item ~~Date~~8.01 ~~upon transfer or new issuances~~ of ~~Shares~~this ~~will~~Report ~~contain~~shall anot ~~notation~~be ~~incorporating~~incorporated ~~the Rights Agreement~~ by reference. ~~Until~~into ~~the~~any filing ~~Distribution~~under ~~Date~~the ~~(or~~Securities ~~earlier~~Act ~~expiration~~ of ~~the Rights)~~1933, ~~the surrender for transfer of any certificates representing Shares outstanding~~ as ~~of the Record Date~~amended, ~~even without such notation~~ or athe ~~copy~~Exchange ~~of this Summary of Rights~~Act, ~~will~~regardless ~~also constitute the transfer~~ of ~~the~~any ~~Rights~~incorporation ~~associated with the Shares represented~~ by ~~such certificate.~~reference As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Shares as of the close of business on the Distribution Datelanguage ~~and~~in any such ~~separate Right Certificates alone will evidence the Rights~~filing.

The Rights are not exercisable until the Distribution Date. The Rights will expire on April 28, 2014 (the “Final Expiration Date”), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. A committee of the independent trustees will review the Rights Agreement at least once every three months to determine whether the plan continues to be in the best interests of the Company and all of its shareholders. DISCLOSURES

The ~~Purchase~~Centerline ~~Price~~Board ~~payable,~~of ~~and~~Trustee’s (the ~~number~~“Board”) decision ofto ~~Preferred~~approve ~~Shares~~the orMerger ~~other~~was ~~securities~~informed orby ~~property~~a ~~issuable,~~strategic ~~upon~~alternatives ~~exercise~~review ofprocess ~~the~~that ~~Rights~~started isin ~~subject~~December to2011 and ran until ~~adjustment~~February ~~from~~2013. ~~time~~In tolate 2011, at a time towhen ~~prevent~~Centerline ~~dilution~~was ~~(i)~~ in ~~the~~discussions ~~event~~with ofits asenior ~~share~~lenders ~~distribution~~under ~~on,~~its orSecond aAmended ~~subdivision,~~and Restated ~~combination~~Revolving orCredit ~~reclassification~~and ofTerm Loan Agreement, ~~the~~dated ~~Preferred~~as ~~Shares~~of March 5, 2010 (~~ii) upon~~as subsequently amended, the ~~grant~~“Credit Agreement”) to ~~holders~~address ofCenterline’s ~~the~~leverage ~~Preferred~~and ~~Shares~~continuing ofinability ~~certain rights~~to orsatisfy ~~warrants~~the toCredit ~~subscribe~~Agreement’s ~~for~~Consolidated orEBITDA ~~purchase~~to Fixed ~~Preferred~~Charges ~~Shares~~Ratio, atwhich arequired ~~price,~~that orCenterline ~~securities~~obtain ~~convertible~~a ~~into~~waiver ~~Preferred~~of ~~Shares~~non-compliance with athe ~~conversion~~Credit ~~price~~Agreement, ~~less~~the ~~than~~Oversight Committee of the ~~then-current~~Board ~~market~~(“Oversight ~~price~~Committee”), ofwhich ~~the~~was ~~Preferred~~formed ~~Shares~~to oroversee ~~(iii) upon~~ the ~~distribution~~Company’s negotiations with Island toCapital ~~holders~~in ofconnection with the ~~Preferred~~March ~~Shares~~2010 ofrestructuring ~~evidences~~and continued in the role of ~~indebtedness~~monitor orof ~~assets~~the ~~(excluding~~Company’s ~~regular~~restructuring and ~~periodic~~its ~~cash~~relationship ~~distributions~~with orIsland ~~distributions~~Capital, ~~payable~~determined inthat ~~Preferred~~Centerline ~~Shares)~~should orretain ofa ~~subscription~~financial ~~rights~~advisor orto ~~warrants~~assist ~~(other~~with ~~than~~its ~~those~~consideration of ~~referred~~various tostrategic ~~above)~~alternatives.

~~The~~In ~~number~~December of2011, ~~outstanding~~Rothschild ~~Rights~~Inc. is(“Rothschild”) was ~~subject~~engaged toby ~~adjustment~~the inBoard and the ~~event~~Oversight ofCommittee ato ~~distribution~~assist onwith ~~the~~evaluating ~~Shares~~strategic ~~payable~~alternatives infor ~~Shares~~the orCompany ~~subdivisions,~~involving ~~consolidations~~potential orproposals ~~combinations~~from ofparties ~~the~~involving ~~Shares~~a ~~occurring~~restructuring, inrecapitalization ~~any~~or ~~such~~acquisition ~~case,~~of ~~prior to~~ the ~~Distribution Date~~Company.

3On December 28, 2011, the Board held a telephonic meeting during which a representative of Rothschild outlined a potential process pursuant to which it would seek indications of interest from certain third parties, including C-III Capital Partners LLC (“C-III”), that might be interested in purchasing or investing capital in Centerline (the “Third Party Process”). In authorizing the Third Party Process, the Board, in consultation with its advisors, considered the substantial risk that it posed to the Company’s business plan, including a possible loss of new and existing employees that had no incentive to remain with the Company through such a process, and the need to provide customers with assurances that Centerline could operate as a fiduciary with their investments over an extended period.

InFrom ~~connection~~approximately ~~with~~December ~~the~~2011 ~~Rights~~through ~~Agreement~~February 2012, ~~the~~Rothschild solicited ~~Board~~various ~~designated~~third 3parties,~~000~~ ~~Preferred~~including ~~Shares~~C-III, aswith ~~set~~respect ~~forth~~to inan ~~the Certificate~~array of ~~Designation~~strategic ofalternatives, ~~the~~including ~~Series~~a Bpotential ~~Junior Participating Preferred Shares (the “Certificate~~ raising of ~~Designation”).~~new ~~Preferred~~and ~~Shares~~potentially ~~purchasable~~dilutive ~~upon~~capital, ~~exercise~~a restructuring of the ~~Rights~~Company’s ~~will~~balance ~~not~~sheet ~~be redeemable. Each Preferred Share will be entitled, when, as~~ and ~~if declared, to~~ a ~~minimum~~sale ~~preferential quarterly distribution payment~~ of the ~~greater~~Company. ofAt ~~(a) $10.00~~or around ~~per~~the ~~Preferred~~same ~~Share~~time, ~~and (b) an amount equal to 1~~management,~~000~~ ~~times~~at the ~~distribution~~direction ~~declared~~of ~~per Common Share. In~~ the ~~event of liquidation~~Board, ~~dissolution~~had orundertaken ~~winding~~a upreview of the Company,’s ~~the~~business ~~holders~~and ofoperations to ~~Preferred~~determine ~~Shares~~whether ~~will~~there bewere ~~entitled~~opportunities to aachieve ~~minimum~~cost ~~preferential~~savings ~~payment~~that ofwould improve the ~~greater~~Company’s results of ~~(a) $10.00 per share (plus any accrued but unpaid distributions),~~ operations and ~~(b) an~~financial ~~amount equal to 1,000 times the payment made per Common Share~~condition. ~~Each~~As ~~Preferred~~part ~~Share~~of ~~will~~this ~~have 1~~assessment,~~000~~ ~~votes,~~management ~~voting~~studied ~~together with~~ the ~~other~~cost ~~Shares~~savings ~~entitled~~that towould ~~vote~~be ~~generally.~~achieved ~~Finally,~~by ina ~~the event of any merger, consolidation or other~~ going-dark transaction inafter which ~~outstanding~~ ~~Common~~the ~~Shares~~Company ~~are~~would ~~converted~~no orlonger ~~exchanged,~~have ~~each Preferred Share will be entitled~~ to ~~receive~~file ~~1,000~~reports ~~times~~with the ~~amount received per Common Share~~SEC. ~~These rights are protected by customary antidilution provisions.~~

~~Because~~By ofJune 2012 the ~~nature~~Third Party Process had not resulted in any meaningful indications of interest that management or the ~~Preferred~~Oversight ~~Shares’~~Committee ~~distribution,~~believed ~~liquidation~~could ~~and~~produce ~~voting~~an ~~rights,~~executable ~~the~~transaction. After ~~value~~receiving ofdirection from the ~~one~~Oversight ~~one-thousandth~~Committee, ~~interest~~management inand ~~a Preferred~~Rothschild ~~Share~~then ~~purchasable~~commenced ~~upon~~a ~~exercise~~series of ~~each~~discussions ~~Right~~with ~~should~~the Company’s ~~approximate~~lenders aimed at obtaining material amendments to the ~~value~~Credit ofAgreement ~~one~~and ~~Common~~a ~~Share.~~restructuring of the Company’s debt.

InOn ~~the~~June ~~event~~7, ~~that~~2012, ~~any~~at ~~person~~a ~~or group~~joint telephonic meeting of ~~affiliated~~the orOversight Committee ~~associated~~and ~~persons~~the ~~becomes~~Board, anat ~~Acquiring~~which ~~Person~~representatives of management, ~~each~~Paul ~~holder~~Hastings ofLLP a(“Paul ~~Right~~Hastings”), ~~other~~and ~~than~~Rothschild were ~~Rights~~also ~~beneficially~~present, ~~owned~~the byBoard, ~~the~~in ~~Acquiring~~consultation ~~Person~~with ~~(which~~its ~~will~~advisors, ~~thereupon~~reviewed ~~become~~the ~~void),~~Company’s ~~will~~circumstances ~~thereafter~~and ~~have~~prospects and the risks ~~right~~ to ~~receive~~its ~~upon~~ultimate ~~exercise of~~recovery if a ~~Right~~solution ~~that~~to ~~number~~the ofCompany’s ~~Common~~over-leverage ~~Shares~~and ~~having~~financial acondition ~~market~~challenges ~~value~~was ofnot ~~two~~obtained, including ~~times~~concerns over the ~~exercise~~increasing ~~price~~risk ofconfronting the ~~Right.~~Company on the operating front resulting from the lack of a permanent solution to its leverage and balance sheet constraints.

InCenterline ~~the~~continued ~~event~~to ~~that,~~be ~~after~~unable ato ~~person or~~comply ~~group~~with ~~has become an Acquiring Person,~~ the ~~Company is acquired~~ covenants in athe ~~merger,~~Credit ~~conversion~~Agreement orand ~~other~~had ~~business~~to ~~combination~~obtain ~~transaction~~waivers ~~or 50% or more~~ of ~~its~~noncompliance ~~consolidated~~with ~~assets~~the orCredit ~~earning~~Agreement’s ~~power~~Consolidated ~~are~~EBITDA ~~sold,~~to ~~proper provisions will be made so that each~~Fixed ~~holder~~Charges ofRatio awith ~~Right~~respect ~~(other~~to ~~than~~the ~~Rights~~quarters ~~beneficially~~ended ~~owned~~December by31, an2011, ~~Acquiring~~March ~~Person~~31, ~~which~~2012, ~~will~~June ~~have~~30, ~~become~~2012, ~~void)~~and ~~will~~September ~~thereafter~~30, ~~have~~2012 ~~the~~as ~~right~~well as towaivers ~~receive upon the exercise~~ of anoncompliance ~~Right that number of shares of common stock of the person~~ with ~~which~~ the ~~Company~~ ~~has~~Credit ~~engaged~~Agreement's inTotal ~~the~~Debt ~~foregoing~~to ~~transaction~~Consolidated ~~(or~~EBITDA ~~its~~Ratio ~~parent)~~for ~~that at~~ the ~~time~~quarters ofended ~~such~~June ~~transaction~~30, 2012 ~~have~~and aSeptember ~~market~~30, ~~value of two times the exercise price of the Right~~2012.

AtBetween ~~any~~June ~~time~~and ~~after~~December ~~any~~2012, ~~person~~the orBoard ~~group~~and ~~becomes~~the anOversight Committee ~~Acquiring~~met ~~Person~~on a number of occasions with representatives of management, Paul Hastings, and ~~prior~~Rothschild to ~~the~~discuss ~~earlier~~obtaining ofmaterial amendments ~~one~~to Centerline’s Credit Agreement and a restructuring of ~~the~~Centerline’s ~~events~~debt. ~~described~~Having inreceived direction from the ~~previous~~Oversight ~~paragraph~~Committee, orCenterline’s ~~the~~management ~~acquisition~~and byRothschild ~~such~~commenced ~~Acquiring~~a ~~Person~~series of ~~50%~~discussions orwith the lenders aimed ~~more~~at obtaining material amendments to the Credit Agreement and a restructuring of the ~~outstanding~~debt. ~~Common~~By ~~Shares~~November 2012, the ~~Board~~lenders ofprovided feedback ~~Trustees~~that ~~may~~they ~~exchange~~would ~~the~~not ~~Rights~~entertain ~~(other~~any ~~than~~restructuring ~~Rights~~of ~~owned~~the byCompany’s ~~such~~debt. ~~Acquiring~~The ~~Person~~Company ~~which~~continued ~~will~~to ~~have~~pursue ~~become~~and ~~void)~~investigate additional standalone liquidity maximization strategies, inand ~~whole~~identified ortwo ininternal ~~part,~~sources ~~for~~of ~~Common~~additional ~~Shares~~cash orthat ~~Preferred~~could ~~Shares~~be ~~(or~~used to aobtain ~~series~~covenant relief and maturity extensions of the Company’s ~~preferred~~debt ~~shares~~without ~~having~~impairing ~~equivalent~~amortization. ~~rights~~Following further discussions, ~~preferences~~the ~~and~~lenders ~~privileges)~~subsequently agreed to amendments to the Credit Agreement, atwhich, anamong ~~exchange~~other ~~ratio~~things, ofpermitted ~~one~~Centerline to ~~Common~~proceed ~~Share~~with ~~(or~~the “go-dark” transaction. Centerline’s “go-dark” transaction was finalized on March 15, 2013, when Centerline filed a ~~fractional~~Form ~~Preferred~~15 ~~Share)~~suspending ~~(or~~its ~~other~~duty ~~preferred~~to ~~shares~~file ofreports with the ~~Company)~~SEC. ~~equivalent~~Centerline inissued ~~value~~a ~~thereto~~press release on March 15, ~~per~~2013, ~~Right~~announcing the transaction.

~~With~~In ~~certain~~January ~~exceptions,~~2013 noa ~~adjustment~~representative inof ~~the~~Hunt ~~Purchase~~Capital, ~~Price~~which ~~will~~was not bepart ~~required~~of ~~until~~the ~~cumulative~~original ~~adjustments~~solicitation ~~require~~by anRothschild ~~adjustment~~under ofthe atBoard’s ~~least 1%~~direction, inmet ~~such~~with ~~Purchase Price~~Mr. NoLevy ~~fractional~~and ~~Preferred~~indicated ~~Shares~~that orhis company ~~Common~~might ~~Shares~~be ~~will~~generally beinterested ~~issued~~in ~~(other~~acquiring ~~than~~some ~~fractions~~or all of ~~Preferred~~the ~~Shares~~shares ~~which~~of ~~are~~Centerline. ~~integral~~No ~~multiples~~details ofor ~~one~~price ~~one-thousandth~~were ofdiscussed at athat ~~Preferred~~time. ~~Share,~~Mr. ~~which~~Levy ~~may,~~informed at the ~~election~~Hunt ofCapital ~~the~~representative ~~Company, be~~that ~~evidenced~~he bywould ~~depositary~~need ~~receipts),~~to ~~and~~speak inwith ~~lieu~~the ~~thereof~~Board anor ~~adjustment~~Mr. inAndrew ~~cash~~Farkas, the ~~will~~controlling beowner ~~made~~of ~~based~~Island, onwhich ~~the~~through ~~current~~affiliates ~~market~~owned ~~price~~approximately 40% of ~~the~~Centerline ~~Preferred~~common ~~Shares~~shares orregarding, ~~the~~any ~~Common Shares~~potential acquisitions.

AtOn ~~any~~Sunday, ~~time~~April ~~until~~21, 2013, Mr. Farkas advised Mr. Levy and later, through email communications, Mr. Loverd, that he was intending to consummate the ~~earlier~~sale of ~~the~~Centerline ~~tenth~~shares ~~business~~to ~~day~~Hunt ~~following~~Capital the next ~~Share~~day. ~~Acquisition~~The ~~Date~~following ~~(as~~day, ~~such~~April ~~time~~22, ~~period~~2013, ~~may~~Centerline bereceived ~~extended~~public ~~pursuant~~notification in an amendment to ~~the~~a ~~Rights~~Schedule ~~Agreement)~~13D orIsland filed with the ~~Final~~SEC ~~Expiration~~(the ~~Date~~“Schedule 13D”), ~~the~~which disclosed that Otsego entered into a share purchase agreement with an affiliate ~~Company~~of ~~may~~Island ~~redeem~~Capital ~~the~~Group ~~Rights~~LLC in(“Island ~~whole~~Capital”) to acquire 977,644 ~~but~~shares ~~not~~of Centerline common stock for $39 million in cash or $39.89 per share (the “Island Transaction”). The public notice disclosed that as part of the Island Transaction, an affiliate of Hunt Capital agreed it would use commercially reasonable efforts to acquire, at athe same price per share paid in the Island Transaction, certain common shares of $0beneficial interest of Centerline held by Mr.~~001~~ ~~per~~Farkas, ~~Right~~Wells Fargo Bank N.A. and/or its affiliates (~~payable~~“Wells inFargo”), ~~cash~~Related Companies L.P. and/or its affiliates, ~~Common~~and ~~Shares~~Citibank, N.A. and/or ~~other~~its ~~consideration~~affiliates (“Citibank”) ~~deemed~~if ~~appropriate~~such bypersons ~~the~~were ~~Board~~willing ofto ~~Trustees~~sell astheir ~~provided~~common inshares of the ~~Rights~~Company ~~Agreement~~within sixty (60) days. ~~Immediately~~If ~~upon~~Hunt Capital ~~the~~had acquired these additional shares, it would have had majority ownership of Centerline’s common shares. No mention ~~action~~was made in the public notice of any intention by Hunt Capital with respect to the ~~Board~~remaining public shares of ~~Trustees~~Centerline. ~~ordering~~As ~~redemption~~a result of the ~~Rights~~Island Transaction, ~~the~~an ~~Rights~~affiliate ~~will~~of ~~terminate~~Hunt ~~and~~Capital became the ~~only~~beneficial ~~right~~owner of ~~the~~approximately ~~holders~~41.1% of ~~Rights~~Centerline’s common ~~will~~shares. beThe toIsland ~~receive~~Transaction was completed without the ~~$0.001~~Board’s ~~redemption~~prior ~~price.~~knowledge or consent.

~~Any~~On ofApril 26, 2013, the ~~provisions~~Board and the compensation committee of the ~~Rights~~Board ~~Agreement~~(“Compensation ~~may~~Committee”) bemet ~~amended~~telephonically, byat ~~the~~which ~~Board~~representatives of ~~Trustees~~Paul ~~prior~~Hastings towere ~~the~~also ~~Distribution Date~~present. The ~~After~~Board discussed the ~~Distribution~~threat ~~Date,~~posed ~~the~~by ~~provisions~~Hunt Capital’s 40% common share acquisition and its plans to acquire control of the Company, ~~Rights~~particularly ~~Agreement~~exacerbated ~~may~~by beHunt ~~amended~~Capital’s ~~by the~~complete ~~Board~~lack of ~~Trustees~~communication inwith ~~order~~management toand ~~cure~~the ~~any~~Board. ~~ambiguity,~~The orBoard discussed tothe ~~shorten~~implementation orof ~~lengthen~~a ~~any~~long-term, ~~time~~equity ~~period~~incentive plan previously under review by the ~~Rights~~Compensation ~~Agreement~~Committee, orthe toauthorization of ~~make~~employment ~~changes~~agreements ~~which~~for dokey ~~not~~executives ~~adversely~~and ~~affect~~employees and the ~~interests~~advisability of ~~holders~~adopting ofa ~~Rights~~poison inpill ~~any~~shareholder ~~material~~rights ~~respect~~plan in ~~(other~~light ~~than~~of the ~~Acquiring~~ ~~Person~~acquisition ~~and~~of ~~any~~approximately ~~affiliate~~40% orcommon ~~associate~~share ofownership ~~such~~by ~~person)~~Hunt Capital. The ~~foregoing~~Board ~~notwithstanding,~~reached noa ~~amendment~~consensus ~~may~~to bework with ~~made~~counsel atto ~~such~~develop ~~time~~a asshareholder rights plan and present it to the ~~Rights~~Board ~~are~~as ~~not~~expeditiously ~~redeemable.~~as possible.

4On April 28, 2013, the Board met telephonically, at which representatives of Paul Hastings were also present. The Board discussed how Hunt Capital acquired the approximately 40% ownership block without notice to or consultation with management or the Board and how this impacted the Company particularly given the lack of communication from Hunt Capital as to its plans. Mr. Levy noted that an institutional shareholder had reached out to determine mechanically how it could transfer its shares. Mr. Levy discussed his concern that Hunt Capital had agreed to use commercially reasonable efforts to acquire more shares from the Company’s largest shareholders at the $39.89 price paid to an affiliate of Island Capital, while there was no way of knowing whether Hunt Capital would offer the same $39.89 purchase price to other shareholders. The Board discussed its preliminary view that the $39.89 per share price was a full and fair price when considering management’s internal valuation of the Company and historical trading prices, and the need to protect the minority shareholders.

~~Until~~On April 28, 2013, the Company adopted a ~~Right~~shareholder isrights plan ~~exercised~~designed orto ~~exchanged,~~strengthen the ~~holder~~ability ~~thereof,~~of asthe ~~such,~~Board ~~will~~to ~~have~~protect noCenterline’s ~~rights~~shareholders asand athe ~~holder~~Company ofissued a press ~~shares~~release ofthe ~~beneficial~~next ~~interest~~day inannouncing ~~the~~its ~~Company~~actions. On April 29, ~~including~~2013, ~~without~~the ~~limitation,~~Board and the ~~right~~Compensation toCommittee ~~vote~~met ortelephonically, toat which ~~receive~~representatives ~~distributions~~of asPaul ~~such~~Hastings were also present, and Mr. Levy updated the Board on adoption of the shareholder rights plan.

~~This~~On May 6, 2013, the Compensation Committee met telephonically, ~~summary~~at ~~description~~which representatives of the ~~Rights~~Board ~~Agreement~~ and Paul Hastings were also present, to discuss the ~~Certificate~~development of ~~Designation~~employment ~~does~~agreements and ~~not~~the ~~purport~~retention tobonus beagreements ~~complete~~for executives and isselect ~~qualified~~employees inof ~~its~~the ~~entirety~~Company. byThe ~~reference~~Compensation Committee discussed that there was a solid record to support action by the ~~Rights~~Compensation ~~Agreement~~Committee and ~~the~~Board ~~Certificate~~on ofthe ~~Designation,~~employment asagreements ~~applicable,~~and ~~which~~retention ~~are~~bonus ~~attached~~agreements ~~hereto~~given asthe ~~Exhibits 4.1~~concerns ~~and~~that ~~3.1,~~had ~~respectively,~~arisen ~~and~~since ~~are~~Hunt ~~incorporated~~Capital’s ~~herein~~unsolicited by40% ~~reference.~~share acquisition.

~~Item 3~~On May 9, 2013, the Board and the Compensation Committee met telephonically, at which representatives of management and Paul Hastings were also present.03 Mr. ~~Material~~Levy provided an update on the ~~Modification~~Company’s tointeraction with representatives of Hunt Capital and reported that a Hunt Capital representative had cancelled a meeting with the ~~Rights~~Company’s executive committee that was scheduled for May 7, 2013. Mr. Levy updated the Board on developments with Fannie Mae and described the reservation of ~~Security~~rights ~~Holders~~letter Fannie Mae delivered with respect to Island Capital’s sale of its 40% ownership position without Fannie Mae’s prior consent. The Compensation Committee unanimously approved resolutions for the employment agreements and on May 10, 2013, the Compensation Committee unanimously approved resolutions for retention bonus agreements.

~~Please~~Mr. ~~see~~Loverd, ~~the~~Mr. ~~disclosure~~Levy, ~~set~~and ~~forth~~a ~~under~~representative ~~Item 1.01~~of Paul Hastings met with representatives of Hunt Capital on May 13, ~~which~~2013 isand ~~incorporated~~Hunt byCapital communicated a proposal that it intended to acquire the ~~reference~~remaining ~~into~~Centerline ~~this~~common ~~Item 3~~shares at the full Island Capital transaction price, $39.~~03.~~89 per common share.

~~Item 5~~On May 13, 2013, the Board met telephonically, at which representatives of Paul Hastings were also present.03 Mr. ~~Amendments~~Loverd tonoted that the ~~Articles~~Company had entered into a limited four day standstill and exclusivity agreement with Hunt Capital as of ~~Incorporation~~May or13, ~~Bylaws;~~2013. ~~Change~~On May 14, 2013, the Company issued a press release announcing that the Board authorized the commencement of negotiations with Hunt Capital after Hunt Capital informed the Company of its interest in ~~Fiscal~~acquiring ~~Year~~complete ownership of the Company. The announcement stated that the Company intended to pursue its negotiations with Hunt Capital with the goal of maximizing shareholder value.

~~Effective~~On onMay ~~April 28~~14, 2013, ~~in connection with its adoption of~~ the ~~Rights Agreement, the~~ Company ~~adopted the Certificate of Designation, whereby the Company created, authorized~~ and ~~provided~~Hunt ~~for~~Capital ~~3,000~~entered ~~Preferred~~into ~~Shares, and set forth the rights, preferences and qualifications, limitations and restrictions on the Preferred Shares. The information regarding the Preferred~~a ~~Shares~~confidentiality ~~set~~agreement ~~forth~~allowing inHunt ~~Item 1.01~~to isreceive ~~incorporated~~additional bydue ~~reference into this Item 5~~diligence.~~03. The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.~~

~~Item 7~~On May 16, 2013, the Board met telephonically, at which representatives of Paul Hastings were also present, to discuss the latest developments with Hunt Capital.01 Mr. ~~Regulation~~Levy FDnoted ~~Disclosure~~that in connection with the standstill and exclusivity agreement, the Company made limited disclosure to Hunt Capital as to, among other things, the recent execution of employment agreements and retention bonus agreements. Mr. Levy reported that he reached out to a representative of Rothschild, which had just recently concluded its assignment as financial advisor to the Oversight Committee and the Board. The Board discussed the results of the prior market check undertaken in connection with Third Party Process.

OnThe ~~April 29~~Company engaged Rothschild on May 16, 2013, as its exclusive financial advisor for the ~~Company~~purpose ~~issued~~of undertaking a ~~press~~study ~~release~~to ~~announcing~~enable ~~the~~Rothschild ~~declaration~~to ofrender an opinion to the ~~Rights~~Board ~~and~~with respect to the ~~adoption~~fairness, from a financial point of view, to the ~~Rights~~holders ~~Agreement.~~of ACenterline ~~copy~~common ofshares (other than those shares held by or controlled by the ~~press~~Company, ~~release~~any isof ~~attached~~its towholly-owned ~~this~~subsidiaries ~~Current~~or ~~Report~~by onHunt ~~Form~~Capital ~~8-K~~and ~~(“Current~~its ~~Report”~~affiliates) asof ~~Exhibit~~the ~~99.1~~proposed ~~and~~merger isconsideration to ~~incorporated~~be ~~herein~~paid ~~solely~~to ~~for~~such ~~purposes~~shareholders ofpursuant ~~this~~to ~~Item 7.01~~a ~~disclosure.~~proposed merger of the Company.

~~The~~On ~~information~~May in16, ~~Item 7.01 of this Current Report~~2013, ~~including~~the ~~Exhibit~~Company ~~99.1 attached~~amended ~~hereto,~~its isStandstill ~~being furnished~~ and ~~shall~~Exclusivity Agreement ~~not~~to beextend ~~deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~ ~~Exchange~~standstill ~~Act~~period ofuntil ~~1934,~~May ~~as amended (the “Exchange Act”)~~28, ~~or otherwise subject to the liabilities of such section~~2013. The ~~information~~Company inissued ~~Item 7.01~~a ofpress ~~this~~release ~~Current~~on ~~Report,~~May ~~including Exhibit 99.1~~17, ~~shall~~2013 ~~not~~announcing ~~be incorporated by~~the ~~reference~~amendment ~~into~~to ~~any filing under~~ the ~~Securities~~agreement ~~Act~~with ofHunt ~~1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing~~Capital.

~~Item 9~~On May 19, 2013, the Board met telephonically, at which representatives of management and Paul Hastings were also present, to obtain an update on the status of negotiations with Hunt Capital.01 A representative of Paul Hastings reported on discussions with legal counsel for Hunt Capital regarding concerns Hunt Capital had expressed about information they learned during due diligence. ~~Financial~~Legal ~~Statements~~counsel ~~and~~for ~~Exhibits~~Hunt Capital advised the representative of Paul Hastings that Hunt Capital was considering alternatives, including offering a reduced price below the $39.89 per common share paid in the Island Transaction for the remaining Centerline shares.

~~Exhibit~~On ~~Index~~May ~~appearing~~22, ~~immediately after~~2013, the ~~signature~~Company ~~page~~amended its Standstill and Exclusivity Agreement to ~~this~~extend ~~Form~~the ~~8-K~~standstill isperiod ~~incorporated~~until ~~herein~~May by22, ~~reference~~2013. The Company issued a press release on May 23, 2013 announcing the amendment to the agreement with Hunt Capital.

5On May 24, 2013, the Board met telephonically, at which representatives of management and Paul Hastings were also present. Mr. Levy provided an update on the status of the ongoing negotiations with Hunt Capital and noted that Hunt Capital had proposed a price reduction of 20%, reflecting an offer price of $31.91 per common share. On May 29, 2013 the Board met telephonically, at which representatives of management, Rothschild, and Paul Hastings were also present.

~~SIGNATURES~~On May 28, 2013 and May 30, 2013, the Company amended its Standstill and Exclusivity Agreement to extend the standstill period until May 30, 2013 and June 7, 2013, respectively. The Company issued press releases on May 29, 2013 and May 31, 2013 announcing the amendments to the agreement with Hunt Capital.

~~Pursuant~~On toJune 1, 2013, the ~~requirements~~Board met telephonically, at which representatives of management, Rothschild, and Paul Hastings were also present. Mr. Loverd updated the ~~Securities~~Board ~~Exchange~~on ~~Act~~his discussions with a representative of ~~1934,~~Hunt Capital and noted that he told the ~~registrant~~representative ~~has~~of ~~duly~~Hunt ~~caused~~Capital ~~this~~that ~~report~~the to$31.91 beper ~~signed~~common onshare ~~its~~price ~~behalf~~was byunacceptable. The Board discussed the ~~undersigned~~possibility ~~hereunto~~that ~~duly~~if ~~authorized~~it were to approve and recommend a transaction that involved a purchase price of less than $39.89 per common shares, the Board would require such transaction to be conditioned on a majority of the minority shareholders’ approval.

On June 7, 2013, the Company amended its Standstill and Exclusivity Agreement to extend the standstill period until June 10, 2013. The Company issued a press release on June 7, 2013 announcing the amendment to the agreement with Hunt Capital.

~~EXHIBIT~~On ~~INDEX~~June 8, 2013, Mr. Loverd had a telephone call with a representative of Hunt Capital in which he conveyed that the Board would insist on a majority of the minority approval provision for any reduced price submitted to the shareholders, but that if Hunt Capital agreed to pay the full $39.89 per share price paid in the Island Transaction to the remaining shareholders, the Board would entertain the transaction via a majority vote by written consent as permitted by the Third Amended and Restated Trust Agreement, dated October 6, 2010 (the “Trust Agreement”) and Article II, Section 15 of the Sixth Amended and Restated Bylaws of the Company (the “Bylaws”). Hunt Capital ultimately agreed to pay the full $39.89 per share price.

Exhibit No.		Description
3.1		Certificate of Designation for Series B Junior Participating Preferred Shares
4.1		Rights Agreement, dated April 28, 2013, between the Centerline Holding Company and Computershare Trust Company, N.A., as Rights Agent
99.1		Press Release issued by the Centerline Holding Company on April 29, 2013

On June 10, 2013, the Board met telephonically, at which representatives of management, Rothschild and Paul Hastings were also present. Mr. Loverd updated the Board on negotiations with Hunt Capital and his telephone call with a Hunt Capital representative on June 8, 2013. Representatives of Paul Hastings described the terms of the merger agreement and related documents. A representative of Rothschild presented Rothschild’s financial analysis and then rendered Rothschild’s oral opinion to the Board, subsequently confirmed in writing, that as of June 10, 2013 and based upon the factors, qualifications and limitations set forth therein, the merger consideration proposed to be received by the holders of the Company’s common shares (other than those shares held by or controlled by the Company, any of its wholly-owned subsidiaries or by Hunt and its affiliates) was fair, from a financial point of view, to such holders. The Board reviewed a valuation summary indicating that, based on the assumptions and qualifications set forth therein, the transaction price of $39.89 per share, or approximately $268.4 million in total enterprise value, fell within the range of values derived from Rothschild’s various financial analyses. Specifically, those financial analyses indicated implied prices per share ranging from $9.78 to $44.59 per share and total enterprise values ranging from $191.6 million to $280.3 million.

The Board unanimously consented to, approved and declared advisable the Merger Agreement and the transactions and documents contemplated thereby, including the Proposed Transaction, and authorized and directed the officers of the Company to execute the Merger Agreement for and on behalf of the Company, upon which the Merger Agreement was executed.

The Board recommended the Merger Agreement and the transactions and documents contemplated thereby, including the Proposed Transaction, to the Company’s shareholders for approval and adoption by the affirmative vote or written consent of the holders of a majority in voting power of the issued and outstanding shares of beneficial interest in the Company. Pursuant to Article II, Section 15 of the Company’s Bylaws, the Board decided that the shareholders may act by consent or consents in writing with respect to the Proposed Transaction, fixed June 10, 2013 as the record date for determining the Company’s shareholders entitled to act by written consent and directed that the approval and adoption of the Merger Agreement and the transactions and documents contemplated thereby, including the Proposed Transaction, be submitted to the Company’s shareholders for action by consent in writing, without a meeting and without prior notice. In seeking written consent from certain shareholders, Centerline disclosed, among other things, that:

in connection with evaluating the Merger, the Board considered a number of factors, including, without limitation: (i) the business, operations, financial condition, competitive position and prospects of the Company; (ii) the Company’s ability to grow and expand its principal business lines and the likelihood of realizing superior benefits through alternative business strategies; (iii) the long-term prospects of the Company; (iv) the potential for other third parties to enter into strategic relationships with or to acquire the Company; (v) the consideration proposed to be paid by Otsego in the Merger; (vii) the Company’s current cash and the availability of strategic or financing alternatives available to the Company; (viii) the competitive nature of the Company’s industry; (ix) the Board’s fiduciary duties to the Company’s Shareholders; (x) the terms of the Merger Agreement, including, among others, the affirmative and negative covenants, the termination fees and the conditions on the parties; obligations to consummate the Proposed Transaction; and (xi) current economic, industry and market conditions affecting the Company.

The Board also considered, inter alia, certain risks that could arise in connection with the Proposed Transaction, including, without limitation, the possibility that the Proposed Transaction might not be consummated and the risk that the other benefits sought to be achieved by the Proposed Transaction might not be achieved. Shareholders holding a majority of the Company’s outstanding common shares delivered written consents to approve and adopt the Merger Agreement and the Proposed Transaction. With that action, the shareholder approval condition to the closing of the Merger was satisfied.

The Company issued two press releases on June 12, 2013 announcing that Centerline and an affiliate of Hunt Capital entered into the Merger Agreement and that the shareholders of Centerline approved the Merger.

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.

	Centerline Holding Company

Date: September 27, 2013	By:	/s/ Robert L. Levy
		Robert L. Levy
		President and Chief Executive Officer

Centerline Holding Company

Date: April 29, 2013

/s/ Michael Larsen

Michael Larsen

Chief Financial Officer

Filing Compare · CENTERLINE HOLDING CO