ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information in this Report set forth under Item 2.01 regarding the
Thirteenth Amended Agreement (defined below) is incorporated herein by
reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Amendment of Purchase and Sale Agreement and Disposition of Union Bank Plaza
As previously disclosed, on July 20, 2022, KBS Real Estate Investment Trust II,
Inc. (the "Company"), through an indirect wholly owned subsidiary, entered into
a purchase and sale agreement and escrow instructions (the "Agreement") for the
sale of Union Bank Plaza to WB Union Plaza Holdings LLC (the "Purchaser"), an
affiliate of Waterbridge Capital. Union Bank Plaza is a 40story office building
located in Los Angeles, California containing 701,888 rentable square feet on
approximately 3.7 acres of land. The Purchaser is unaffiliated with the Company
or its advisor. Pursuant to the Agreement, the sale price for Union Bank Plaza
was $155.0 million, subject to prorations and adjustments as provided in the
Agreement.
As previously disclosed on Form 8-K, the Company and the Purchaser amended the
Agreement on October 14, 2022, November 23, 2022, December 9, 2022, December 29,
2022, January 12, 2023, January 26, 2023, February 10, 2023, February 17, 2023,
February 27, 2023, March 6, 2023, March 16, 2023 and March 21, 2023. On March
30, 2023, the Company, through an indirect wholly owned subsidiary, entered into
a thirteenth amendment to the Agreement (the "Thirteenth Amended Agreement")
with the Purchaser to extend the closing date to March 30, 2023. Pursuant to the
Thirteenth Amended Agreement, if the sale closed by March 30, 2023, then the
sale price for Union Bank Plaza was $104.0 million. In addition, pursuant to the
Thirteenth Amended Agreement, the Company was no longer obligated to provide,
and the Purchaser was no longer entitled to receive, credits towards the
purchase price for outstanding capital expenditures, leasing commissions, tenant
improvement allowances and free rent which was estimated to be approximately
$5.7 million.
On March 30, 2023, the Company completed the sale of Union Bank Plaza to the
Purchaser for $104.0 million, before third-party closing costs of approximately
$1.1 million and excluding disposition fees payable to the Advisor.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
KBS Real Estate Investment Trust II, Inc.
Summary of Unaudited Pro Forma Financial Statements F-1
Unaudited Pro Forma Consolidated Statement of Net Assets as of December 31,
2022 (Liquidation Basis) F-2
Unaudited Pro Forma Consolidated Statement of Changes in Net Assets
(Liquidation Basis) for the Year ended December 31, 2022 F-4
(d) Exhibits
Ex. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
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