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): April 30, 2010
G REIT LIQUIDATING TRUST
(Exact name of registrant as specified in its charter)
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Maryland |
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0-50261 |
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26-6199755 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1551 N. Tustin Avenue, Suite 300, Santa Ana, California
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92705 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (714) 667-8252
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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))
1
Item 1.01 Entry into a Material Definitive Agreement.
The information reported in Item 2.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 2.01 Completion of Acquisition and Disposition of Assets.
As previously disclosed in our Current Report on Form 8-K filed on April 1, 2010, we, through
GREIT-Pacific Place, LP, our wholly owned subsidiary, entered into a purchase and sale agreement,
or the Agreement, with Boxer F2, L.P., an unaffiliated third party, or the Buyer, for the sale of
Pacific Place, located at 1910 Pacific Avenue, Dallas, Texas, or the Pacific Place property, for a
sales price of $5,300,000.
On April 30, 2010, we entered into an amendment to the Agreement, or the First Amendment, with the
Buyer. The material terms of the First Amendment provide for an extension of the closing date to
May 5, 2010, or such earlier time as we and the Buyer may have agreed upon.
On May 3, 2010, we entered into an agreement and assignment of proceeds with the Buyer in
connection with water damage incurred at the property, whereby we have agreed to assign any
insurance proceeds payable to us for the water damage incurred at the property, net of the amount
we have paid for water extraction performed by an unaffiliated third party.
On May 3, 2010, we sold the Pacific Place property to the Buyer, for a sales price of
$5,300,000. Our net cash proceeds were $5,088,000 after payment of closing costs and other
transaction expenses. Pursuant to a separate agreement that we entered into with a real estate
broker of Grubb & Ellis Company, the parent company of Grubb & Ellis Realty Investors, LLC, our
advisor, we paid a sales commission of approximately $98,000, or 1.8% of the sales price, for
real estate brokerage services. Our advisor waived the disposition fee it was entitled to receive
in connection with the sale of the Pacific Place property, therefore, we did not pay a disposition
fee to our advisor.
Item 9.01 Financial Statements and Exhibits.
(b) |
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Pro forma financial information. |
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The pro forma financial information required as part of this item is being provided below as
follows: |
INDEX TO THE PRO FORMA FINANCIAL STATEMENTS
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I. |
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Unaudited Pro Forma Condensed Consolidated Statement of Net Assets as
of December 31, 2009 (Liquidation Basis) |
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II. |
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Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net
Assets for the Year Ended December 31, 2009 (Liquidation Basis) |
G REIT LIQUIDATING TRUST
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements are presented for
illustrative purposes only, and are not necessarily indicative of the results of operations of
future periods or the results that would have been realized had the Pacific Place property been
disposed of by us as of the dates set forth below. The pro forma condensed consolidated financial
statements (including notes thereto) are qualified in their entirety by reference to and should be
read in conjunction with our historical consolidated financial statements included in our December
31, 2009 Annual Report on Form 10-K. In our opinion, all adjustments necessary to reflect the
transactions have been made.
The accompanying unaudited pro forma condensed consolidated statement of net assets as of December
31, 2009 (liquidation basis) is presented as if the disposition of the Pacific Place property had
occurred on December 31, 2009.
The accompanying unaudited pro forma condensed consolidated statement of changes in net assets for
the year ended December 31, 2009 (liquidation basis) is presented as if the disposition of the
Pacific Place property had occurred on January 1, 2009.
The accompanying pro forma condensed consolidated financial statements are unaudited and are
subject to a number of estimates, assumptions, and other uncertainties, and do not purport to be
indicative of the actual results of operations that would have occurred had the dispositions
reflected therein in fact occurred on the dates specified, nor do such financial statements purport
to be indicative of the results of operations that may be achieved in the future.
G REIT LIQUIDATING TRUST
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS
As of December 31, 2009
(Unaudited Liquidation Basis)
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Company |
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Sale of Pacific Place |
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Company |
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Historical(A) |
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Property(B) |
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Pro Forma |
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ASSETS |
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Real estate investments: |
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Real estate held for sale |
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$ |
28,856,000 |
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$ |
(5,112,000 |
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$ |
23,744,000 |
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Investment in unconsolidated real estate |
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1,619,000 |
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1,619,000 |
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30,475,000 |
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(5,112,000 |
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25,363,000 |
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Cash and cash equivalents |
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5,842,000 |
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4,946,000 |
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10,788,000 |
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Accounts receivable, net |
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1,617,000 |
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1,617,000 |
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Related party receivables |
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5,338,000 |
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5,338,000 |
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Asset for estimated receipts in excess of estimated costs during liquidation |
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424,000 |
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1,151,000 |
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1,575,000 |
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Total assets |
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43,696,000 |
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985,000 |
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44,681,000 |
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LIABILITIES |
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Accounts payable and accrued liabilities |
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2,598,000 |
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(222,000 |
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2,376,000 |
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Related party payables |
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146,000 |
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146,000 |
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Security deposits and prepaid rent |
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443,000 |
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443,000 |
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Total liabilities |
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3,187,000 |
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(222,000 |
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2,965,000 |
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Commitments and contingencies |
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Net assets in liquidation |
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40,509,000 |
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$ |
1,207,000 |
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$ |
41,716,000 |
(D) |
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The accompanying notes are an integral part of these pro forma condensed consolidated financial
statements.
G REIT LIQUIDATING TRUST
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
For the Year Ended December 31, 2009
(Unaudited Liquidation Basis)
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Company |
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Sale of Pacific Place |
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Company |
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Historical(A) |
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Property(C) |
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Pro Forma |
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Net assets in liquidation, beginning of period |
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$ |
60,909,000 |
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(1,139,000 |
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$ |
59,770,000 |
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Changes in net assets in liquidation: |
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Changes to asset for estimated receipts in excess of estimated costs during liquidation: |
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Operating income |
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(925,000 |
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(991,000 |
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(1,916,000 |
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Distributions received from unconsolidated property |
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(208,000 |
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(208,000 |
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Payments of liquidation costs and other amounts |
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2,410,000 |
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(4,000 |
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2,406,000 |
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Change in estimated receipts in excess of estimated costs during liquidation |
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2,083,000 |
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(528,000 |
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1,555,000 |
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Change in asset for estimated receipts in excess of estimated costs during liquidation |
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3,360,000 |
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(1,523,000 |
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1,837,000 |
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Change in fair value of assets and liabilities: |
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Change in fair value of real estate investments |
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(17,871,000 |
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2,672,000 |
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(15,199,000 |
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Change in assets and liabilities due to activity in liability for estimated costs in excess
of estimated receipts during liquidation |
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(1,277,000 |
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995,000 |
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(282,000 |
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Net decrease in fair value |
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(19,148,000 |
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3,667,000 |
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(15,481,000 |
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Liquidating distributions to beneficiaries |
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(4,612,000 |
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(4,612,000 |
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Change in net assets in liquidation |
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(20,400,000 |
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2,144,000 |
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(18,256,000 |
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Net assets in liquidation, end of period |
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$ |
40,509,000 |
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$ |
1,005,000 |
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$ |
41,514,000 |
(D) |
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The accompanying notes are an integral part of these pro forma condensed consolidated financial
statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
As of and For the Year Ended December 31, 2009
The unaudited pro forma condensed consolidated financial statements have been adjusted as discussed
in the notes below.
(A) As reported in our December 31, 2009 Annual Report on Form 10-K.
(B) Adjustments have been made for the sale of the Pacific Place property to an unaffiliated third
party for $5,300,000 and, therefore, our real estate held for sale would have been decreased by the
amount related to the Pacific Place property. Also, our cash balance would have increased by the
pro forma amount of the net proceeds received upon sale of $4,946,000, which reflects the payment
of closing costs of $140,000 and prorations for property taxes of $214,000. The pro forma net
proceeds received as if the disposition had occurred on December 31, 2009 differs from the actual
amount of net proceeds received upon sale due to an adjustment to the property tax proration.
Additionally, our net asset for estimated receipts in excess of estimated costs during liquidation
would have increased by $1,151,000 as a result of the removal of the liability for estimated costs
in excess of estimated receipts during liquidation related to the Pacific Place property. The
property had a liability balance as of December 31, 2009 as a result of the building being vacant
and, thus, having no estimated receipts during liquidation while it would continue to incur costs.
(C) These adjustments reflect the elimination of the changes in net assets in liquidation
attributable to the Pacific Place property, as if the disposition occurred on January 1, 2009. The
pro forma results include the estimated net sales proceeds as if the disposition closed on January 1, 2009.
(D) The unaudited pro forma condensed consolidated statement of changes in net assets for the year
ended December 31, 2009 is presented as if the disposition of the Pacific Place property had
occurred on January 1, 2009. The unaudited pro forma condensed consolidated statement of net
assets as of December 31, 2009 is presented as if the disposition of the Pacific Place property had
occurred on December 31, 2009. As such, there is a difference in the net assets in liquidation as
of December 31, 2009 between these two statements.
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.
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G REIT LIQUIDATING TRUST
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May 6, 2010 |
By: |
/s/ Gary T. Wescombe
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Name: |
Gary T. Wescombe |
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Title: |
Chairman of the Trustees |
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