ITEM 8.01 OTHER EVENTS



Estimated Value Per Share
On November 1, 2021, KBS Real Estate Investment Trust III, Inc.'s (the
"Company") board of directors approved an estimated value per share of the
Company's common stock of $10.78 based on the estimated value of the Company's
assets less the estimated value of the Company's liabilities, or net asset
value, divided by the number of shares outstanding, all as of September 30,
2021, with the exception of adjustments to the Company's net asset value to give
effect to (i) the change in the estimated value of the Company's investment in
units of Prime US REIT (SGX-ST Ticker: OXMU) as of October 22, 2021 and (ii) the
contractual sales price less estimated disposition costs and fees of one
property that was under contract to sell as of November 1, 2021. Other than
these adjustments, there have been no material changes between September 30,
2021 and the date of this filing to the net values of the Company's assets and
liabilities that impacted the overall estimated value per share. The Company is
providing this estimated value per share to assist broker-dealers that
participated in the Company's now-terminated initial public offering in meeting
their customer account statement reporting obligations under Financial Industry
Regulatory Authority ("FINRA") Rule 2231. This valuation was performed in
accordance with the provisions of and also to comply with Practice Guideline
2013-01, Valuations of Publicly Registered, Non-Listed REITs, issued by the
Institute for Portfolio Alternatives (formerly known as the Investment Program
Association) ("IPA") in April 2013 (the "IPA Valuation Guidelines").
The Company's conflicts committee, composed solely of all of the Company's
independent directors, is responsible for the oversight of the valuation process
used to determine the estimated value per share of the Company's common stock,
including the review and approval of the valuation and appraisal processes and
methodologies used to determine the Company's estimated value per share, the
consistency of the valuation and appraisal methodologies with real estate
industry standards and practices and the reasonableness of the assumptions used
in the valuations and appraisals. With the approval of the conflicts committee,
the Company engaged Duff & Phelps, LLC ("Duff & Phelps"), an independent third
party real estate valuation firm, to provide (i) appraisals for 17 of the
Company's consolidated real estate properties owned as of September 30, 2021
(the "Appraised Properties"), (ii) an estimated value for the Company's
investment in units of Prime US REIT (described below) and (iii) a calculation
of the range in estimated value per share of the Company's common stock as of
November 1, 2021. Duff & Phelps based this range in estimated value per share
upon (i) its appraisals of the Appraised Properties, (ii) the contractual sales
price less estimated disposition costs and fees of one property that was under
contract to sell as of November 1, 2021, (iii) its estimated value for the
Company's investment in units of Prime US REIT, and (iv) valuations performed by
KBS Capital Advisors LLC, the Company's external advisor (the "Advisor"), of the
Company's cash, other assets, notes payable and other liabilities, which are
disclosed in the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2021. The appraisal reports Duff & Phelps prepared summarized the
key inputs and assumptions involved in the appraisal of each of the Appraised
Properties. The methodologies and assumptions used to determine the estimated
value of the Company's assets and the estimated value of the Company's
liabilities are described further below.
The conflicts committee reviewed Duff & Phelps' valuation report, which included
an appraised value for each of the Appraised Properties, the contractual sales
price less estimated disposition costs and fees of one property that was under
contract to sell as of November 1, 2021, an estimated value of the Company's
investment in units of Prime US REIT and a summary of the estimated value of
each of the Company's other assets and the Company's liabilities as determined
by the Advisor and reviewed by Duff & Phelps. In light of the valuation report
and other factors considered by the conflicts committee and the conflicts
committee's own extensive knowledge of the Company's assets and liabilities, the
conflicts committee: (i) concluded that the range in estimated value per share
of $9.94 to $11.61, with an approximate mid-range value of $10.78 per share, as
determined by Duff & Phelps and recommended by the Advisor, which approximate
mid-range value was based on Duff & Phelps' appraisals of the Appraised
Properties, the contractual sales price less estimated disposition costs and
fees of one property that was under contract to sell as of November 1, 2021,
Duff & Phelps' valuation of the Company's investment in units of Prime US REIT
and valuations performed by the Advisor of the Company's cash, other assets,
notes payable and other liabilities, was reasonable and (ii) recommended to the
Company's board of directors that it adopt $10.78 as the estimated value per
share of the Company's common stock, which estimated value per share is based on
those factors discussed in (i) above.  The Company's board of directors
unanimously agreed to accept the recommendation of the conflicts committee and
approved $10.78 as the estimated value per share of the Company's common stock,
which determination is ultimately and solely the responsibility of the board of
directors.
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The table below sets forth the calculation of the Company's estimated value per
share as of November 1, 2021 as well as the calculation of the Company's prior
estimated value per share as of May 13, 2021. Duff & Phelps was not responsible
for the determination of the estimated value per share as of November 1, 2021 or
May 13, 2021, respectively.
                                     November 1, 2021               May 13, 2021                  Change in
                                    Estimated Value per         Estimated Value per          Estimated Value per
                                           Share                     Share (1)                      Share
Real estate properties (2)         $            19.74          $             16.62          $              3.12
Cash, restricted cash and cash
equivalents (3)                                  0.25                         0.82                        (0.57)
Investment in Prime US REIT units
(4)                                              1.45                         1.21                         0.24
Other assets                                     0.10                         0.09                         0.01
Notes payable (5)                              (10.17)                       (7.48)                       (2.69)
Other liabilities                               (0.59)                       (0.49)                       (0.10)
Estimated value per share          $            10.78          $             10.77          $              0.01
Estimated enterprise value premium          None assumed                 None assumed                 None assumed
Total estimated value per share    $            10.78          $             10.77          $              0.01

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(1) The May 13, 2021 estimated value per share was based upon a calculation of
the range in estimated value per share of the Company's common stock as of
May 13, 2021 by Duff & Phelps and the recommendation of the Advisor. Duff &
Phelps based this range in estimated value per share upon (i) its appraisals for
18 of the Company's consolidated real estate properties owned as of March 31,
2021, (ii) its estimated value for the Company's investment in units of Prime US
REIT and (iii) valuations performed by the Advisor of the Company's cash, other
assets, notes payable and other liabilities. For more information relating to
the May 13, 2021 estimated value per share and the assumptions and methodologies
used by Duff & Phelps and the Advisor, see the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission (the "SEC") on May 14,
2021.
(2) The increase in the estimated value of real estate properties per share is
primarily due to an overall decrease in the Company's outstanding shares of
common stock as a result of the Self-Tender (defined in note 3 below) and shares
repurchased in the Company's share redemption program. In addition, the
estimated value of real estate properties per share increased due to an increase
in appraised values of the Appraised Properties and an increase in value for one
property that was under contract to sell as of November 1, 2021 compared to its
March 31, 2021 appraised value. The estimated value of the Company's 18 real
estate properties as of September 30, 2021 was $3.1 billion.
(3) The decrease in the estimated value of cash, restricted cash and cash
equivalents per share is primarily due to an overall decrease in the Company's
outstanding shares of common stock as a result of the Self-Tender (defined
below) and shares repurchased in the Company's share redemption program. In
order to provide stockholders with additional liquidity that is in excess of
that permitted under its share redemption program, on June 4, 2021, the Company
commenced a self-tender offer (the "Self-Tender") for up to 33,849,130 shares of
common stock at a price of $10.34 per share, or approximately $350.0 million of
shares. On July 12, 2021, the Company accepted for purchase 26,377,990 shares
properly tendered and not properly withdrawn at a purchase price of $10.34 per
share, or approximately $272.7 million of shares, excluding fees and expenses
relating to the tender offer. The Company funded the purchase of shares in the
offer with approximately $100.0 million of available cash on hand and by drawing
on the Company's existing credit facilities in an aggregate amount of
approximately $172.7 million. As a result of the Self-Tender, the estimated
value of the Company's assets and liabilities per share would generally increase
due to fewer shares being outstanding.
(4) The increase in the estimated value of the Company's investment in Prime US
REIT units per share is primarily due to an overall decrease in the Company's
outstanding shares of common stock as a result of the Self-Tender and shares
repurchased in the Company's share redemption program.
(5) The increase in the estimated value of notes payable per share is primarily
due to an overall decrease in the Company's outstanding shares of common stock
as a result of the Self-Tender and shares repurchased in the Company's share
redemption program. In addition, the estimated value of notes payable per share
increased due to additional borrowings on the Company's existing credit
facilities, which was used to partially fund the Self-Tender. See note 3 above.
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The increase in the Company's estimated value per share from the previous
estimate was primarily due to the items noted in the table below, which reflect
the significant contributors to the increase in the estimated value per share
from $10.77 to $10.78. The changes are not equal to the change in values of each
asset and liability group presented in the table above due to changes in the
amount of shares outstanding, debt financings and other factors, which caused
the value of certain asset or liability groups to change with no impact to the
Company's fair value of equity or the overall estimated value per share.
                                              Change in Estimated Value per

Share

May 13, 2021 estimated value per share       $

10.77


Changes to estimated value per share
Investments
Real estate

0.17


Investment in Prime US REIT units

0.03


Capital expenditures on real estate

(0.24)


Total change related to investments                                        (0.04)

Notes payable                                                              (0.07)
Interest rate swap liability                                                0.05

Other changes, net (1)                                                      0.07
Total change in estimated value per share    $

0.01

November 1, 2021 estimated value per share   $

10.78

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(1) Other changes, net is primarily due to the impact of shares repurchased
under the Self-Tender and in the Company's share redemption program.
As with any valuation methodology, the methodologies used are based upon a
number of estimates and assumptions that may not be accurate or complete.
Different parties using different assumptions and estimates could derive a
different estimated value per share of the Company's common stock, and this
difference could be significant. The estimated value per share is not audited
and does not represent the fair value of the Company's assets less the fair
value of the Company's liabilities according to U.S. generally accepted
accounting principles ("GAAP"), nor does it represent a liquidation value of the
Company's assets and liabilities or the price at which the Company's shares of
common stock would trade on a national securities exchange. The estimated value
per share does not reflect a discount for the fact that the Company is
externally managed, nor does it reflect a real estate portfolio premium/discount
versus the sum of the individual property values. The estimated value per share
also does not take into account estimated disposition costs and fees for real
estate properties that are not under contract to sell, debt prepayment penalties
that could apply upon the prepayment of certain of the Company's debt
obligations, the impact of restrictions on the assumption of debt or swap
breakage fees that may be incurred upon the termination of certain of the
Company's swaps prior to expiration. The Company has generally incurred
disposition costs and fees related to the sale of each real estate property
since inception of 0.8% to 2.9% of the gross sales price less concessions and
credits, with the weighted average being approximately 1.4%. The estimated value
per share also does not take into consideration acquisition-related costs and
. . .


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)            Exhibits

Ex.            Description

99.1             Consent of Duff & Phelps, LLC

104            Cover Page Interactive Data File (embedded within the Inline

XBRL document)


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