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 20, 2012

 

 

Global Growth Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   333-156479   26-3859644

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

450 South Orange Avenue

Orlando, Florida 32801

(Address of principal executive offices)

Registrant’s telephone number, including area code: (407) 650-1000

 

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ 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))

 

 

 


Item 1.01 Entry into Material Definitive Agreement.

Global Growth Trust, Inc. (the “Company”) through its operating partnership, Global Growth, LP (the “Operating Partnership”), entered into a purchase and sale agreement dated April 20, 2012, with WBCMT 2007 – C31 Fairfax Complex, LLC, a Virginia limited liability company, to acquire a five-story office building with 92,922 net rentable square feet located in Fairfax, Virginia (the “PSA”). The seller is not affiliated with the Company or its advisor. The building, constructed in 1985 and renovated in 2001, is 43% leased to six tenants. The purchase price for the property is approximately $10 million. Pursuant to the PSA, the Company funded a $500,000 earnest money deposit which will become non-refundable on May 20, 2012 (the “Feasibility Date”); and closing is expected to occur within 20 days thereafter, subject to the Company’s right to extend the closing for an additional 10 days upon payment of an additional non-refundable earnest money deposit of $100,000. The total earnest money deposit will be applied toward the purchase price at closing. The Company may terminate the contemplated acquisition on or before the Feasibility Date in its sole discretion and receive a refund of the earnest money. The acquisition is subject to certain contingencies, including completion of due diligence and obtaining financing satisfactory to the Company. There can be no assurance that any or all contingencies will be satisfied and that the transaction will ultimately be completed on the terms set forth above or otherwise.

Statement Regarding Forward Looking Information

The information above contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements, including but not limited to, the factors detailed in our Annual Report on Form 10-K for the year ended December 31, 2011, and other documents filed from time to time with the Securities and Exchange Commission.

Some factors that might cause such a difference include, but are not limited to, the following: a continued worsening economic environment in the U.S. or globally (including financial market fluctuations), the lack of available debt for us or debt on acceptable terms, the use of debt to finance our business activities, including refinancing and interest rate risk and our failure to comply with debt covenants, risks associated with real estate markets, including declining real estate values, increased competition for properties and/or tenants, defaults or non-renewal of leases by tenants, failure to lease properties at all or on favorable terms, material adverse actions or omissions by any joint venture partners, increases in operating costs and other expenses, losses in excess of our insurance coverage, unknown liabilities of acquired properties, changes in government regulations or accounting rules, inaccuracies of our accounting estimates, availability of proceeds from our offering of our shares, our ability to identify and close on suitable investments, our ability to make necessary improvements to properties on a timely or cost-efficient basis, risks related to development projects or acquired property value-add conversions, including construction delays, cost overruns, inability to obtain necessary permits and/or public opposition to these activities and failure to maintain our REIT qualification. Given these uncertainties, we caution you not to place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

 

2


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.

 

April 24, 2012   GLOBAL GROWTH TRUST, INC.
  By:  

/s/ Steven D. Shackelford

  Name:   Steven D. Shackelford
  Title:   Chief Financial Officer