8-K 1 kbssor8k.htm FORM 8-K Document


 
 
 
 
 

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): September 6, 2019
KBS STRATEGIC OPPORTUNITY REIT, INC.
(Exact name of registrant specified in its charter)
______________________________________________________

Maryland
 
000-54382
 
26-3842535
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

800 Newport Center Drive, Suite 700
Newport Beach, California 92660
(Address of principal executive offices)

Registrant's telephone number, including area code: (949) 417-6500

Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
N/A
N/A
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 
 
 
 
 



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 15, 2017, KBS Strategic Opportunity REIT, Inc. (the “Company”), through an indirect wholly owned subsidiary (the “Owner”), acquired an office property consisting of two office buildings containing an aggregate of 445,317 rentable square feet in Irving, Texas (“125 John Carpenter”).  On September 6, 2019, the Owner entered into a Purchase and Sale Agreement and Escrow Instructions (the “Agreement”) for the sale of 125 John Carpenter to KORE 125 John Carpenter, LLC, a wholly owned subsidiary of Keppel Pacific Oak US REIT (the “SREIT”), previously known as Keppel-KBS US REIT, subject to certain closing conditions. Pursuant to the Agreement, the contractual purchase price of 125 John Carpenter is $101.5 million. As of June 30, 2019, the property had a carrying value of $83.0 million, which was net of $7.3 million of accumulated depreciation and amortization, and was subject to a mortgage loan in the amount of $53.2 million.
The sale of 125 John Carpenter is scheduled to close on or before January 31, 2020. However, closing of the sale is contingent upon, among other things, the SREIT receiving shareholder approval and sufficient funds necessary to fund the acquisition of 125 John Carpenter through (i) a private placement to institutional and other investors and (ii) any financing obtained in connection with the acquisition of 125 John Carpenter. There can be no assurance that the Company will complete the sale of 125 John Carpenter on or before January 31, 2020, or at all.
The SREIT is externally managed by a joint venture (the “Manager”) between (i) an entity in which Keith D. Hall, the Company’s Chief Executive Officer and a director, and Peter McMillan III, the Company’s President and Chairman of the board of directors, have an indirect ownership interest and (ii) Keppel Capital Holding Pte. Ltd., which is not affiliated with the Company. The SREIT pays acquisition fees and asset management fees to the Manager in exchange for the provision of certain management services.
As of September 6, 2019, the Company owned 56,979,352 common units of the SREIT, representing a 6.89% ownership interest.

1



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.
 
 
 
 
 
 
 
KBS STRATEGIC OPPORTUNITY REIT, INC.
 
 
 
Dated: September 12, 2019
 
BY:
 
/s/ Jeffrey K. Waldvogel
 
 
 
 
Jeffrey K. Waldvogel
 
 
 
 
Chief Financial Officer, Treasurer and Secretary