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): August 21, 2013
Behringer Harvard Mid-Term Value Enhancement Liquidating Trust |
(Exact Name of Registrant as Specified in Its Charter) |
Texas | 000-51292 | 71-0897613 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
15601 Dallas Parkway, Suite 600, Addison, Texas
75001
(Address of principal executive offices)
(Zip Code)
(866) 655-1610
(Registrant’s telephone number, including area code)
None
(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:
¨ | 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 2.01 Completion of Acquisition or Disposition of Assets.
On August 21, 2013, Behringer Harvard 7400 Tucson Way, LLC, a wholly-owned subsidiary of Behringer Harvard Mid-Term Value Enhancement Liquidating Trust (which may be referred to herein as the “Trust,” “we,” “our” or “us”), sold a two-story office building containing approximately 70,660 rentable square feet, located on approximately 6 acres of land in Denver, Colorado (“Tucson Way”), to an unaffiliated third party (the “Purchaser”). Tucson Way is currently 100% occupied by Lockheed Martin Corporation under a long-term lease. The contract sales price for Tucson Way was $4.7 million, exclusive of closing costs. Net proceeds from the sale were $3.8 million. As we only have one property left in the Trust, we are in the process of determining the timing to distribute the net proceeds of this sale to our beneficial interest holders.
Item 9.01 Financial Statements and Exhibits.
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(a) | Pro Forma Financial Information. | |
Unaudited Pro Forma Consolidated Financial Information | 3 | |
Unaudited Pro Forma Consolidated Statement of Net Assets as of December 31, 2012 (Liquidation Basis) | 4 | |
Unaudited Pro Forma Consolidated Statement of Changes in Net Assets for the year ended December 31, 2012 (Liquidation Basis) | 5 | |
Unaudited Notes to Pro Forma Financial Statements | 6 |
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Behringer Harvard Mid-Term Value Enhancement Liquidating Trust
Unaudited Pro Forma Consolidated Financial Information
On August 21, 2013, Behringer Harvard 7400 Tucson Way, LLC, our wholly-owned subsidiary, sold Tucson Way, a two-story office building containing approximately 70,660 rentable square feet, located on approximately 6 acres of land in Denver, Colorado, to an unaffiliated buyer. The contract sale price for Tucson Way was approximately $4.7 million, exclusive of closing costs.
The following unaudited pro forma consolidated financial information gives effect to the disposition of Tucson Way, including the receipt of proceeds from the sale. In our opinion, all material adjustments necessary to reflect the effects of the above transaction have been made.
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Behringer Harvard Mid-Term Value Enhancement Liquidating Trust
Unaudited Pro Forma Consolidated Statement of Net Assets (Liquidation Basis)
As of December 31, 2012
(in thousands)
The following unaudited Pro Forma Consolidated Statement of Net Assets is presented as if we had disposed of Tucson Way as of December 31, 2012. This Pro Forma Consolidated Statement of Net Assets should be read in conjunction with our Pro Form Consolidated Statement of Changes in Net Assets and our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2012. The Pro Forma Consolidated Statement of Net Assets is unaudited and is not necessarily indicative of what would have been realized had we completed the above transaction on December 31, 2012, nor does it purport to represent future results.
December 31, 2012 | Sale of | |||||||||||
As reported (a) | Tucson Way (b) | Pro Forma | ||||||||||
Real estate investments: | ||||||||||||
Real estate held for sale | $ | 9,167 | $ | (5,093 | ) | $ | 4,074 | |||||
Cash and cash equivalents | 4,520 | 3,820 | 8,340 | |||||||||
Accounts receivable, net | 52 | (20 | ) | 32 | ||||||||
Prepaid expenses and other assets | 14 | (13 | ) | 1 | ||||||||
Assets for estimated receipts in excess of estimated costs during liquidation | 622 | 164 | 786 | |||||||||
Total assets | $ | 14,375 | $ | (1,142 | ) | $ | 13,233 | |||||
Liabilities | ||||||||||||
Accounts payable | $ | 8 | $ | (6 | ) | $ | 2 | |||||
Payables to related parties | 29 | (1 | ) | 28 | ||||||||
Accrued liabilities | 777 | (543 | ) | 234 | ||||||||
Total Liabilities | 814 | (550 | ) | 264 | ||||||||
Net assets in liquidation | $ | 13,561 | $ | (592 | ) | $ | 12,969 | (c) |
The accompanying notes are an integral part of these pro forma consolidated financial statements.
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Behringer Harvard Mid-Term Value Enhancement Liquidating Trust
Unaudited Pro Forma Consolidated Statement of Net Changes (Liquidation Basis)
For the Year Ended December, 31, 2012
(in thousands)
The following unaudited Pro Forma Consolidated Statement of Changes in Net Assets is presented as if we had disposed of Tucson Way as of January 1, 2012. This Pro Forma Consolidated Statement of Changes in Net Assets should be read in conjunction with our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2012. The Pro Forma Consolidated Statement of Changes in Net Assets is unaudited and is not necessarily indicative of what the actual results of operations would have been had we completed the above transaction on January 1, 2012, nor does it purport to represent our future operations.
Year Ended | ||||||||||||
December 31, 2012 | Sale of | |||||||||||
As reported (a) | Tucson Way (b) | Pro Forma | ||||||||||
Net assets in liquidation at beginning of period | $ | 12,119 | $ | (1,371 | ) | $ | 10,748 | |||||
Change in estimated receipts in excess of estimated costs during liquidation | 2,241 | (1,024 | ) | 1,217 | ||||||||
Net decrease in fair value | (942 | ) | 508 | (434 | ) | |||||||
Change in other assets/liabilities | 143 | 410 | 553 | |||||||||
Change in net assets in liquidation | 1,442 | (106 | ) | 1,336 | ||||||||
Net assets in liquidation at end of period | $ | 13,561 | $ | (1,477 | ) | $ | 12,084 | (c) |
The accompanying notes are an integral part of these pro forma consolidated financial statements.
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Behringer Harvard Mid-Term Value Enhancement Liquidating Trust
Unaudited Notes to Pro Forma Consolidated Financial Statements
Unaudited Pro Forma Consolidated Statement of Net Assets
a. | As reported in our Annual Report on Form 10-K for the year ended December 31, 2012. |
b. | Reflects our disposition of Tucson Way. Amounts represent the necessary adjustments to remove Tucson Way from real estate held for sale and the associated assets and liabilities to reflect the disposition. The proceeds received are reflected as an addition to cash and cash equivalents, as applicable. |
c. | The unaudited pro forma consolidated statement of net assets as of December 31, 2012 is presented as if the disposition of Tucson Way had occurred on December 31, 2012. The unaudited pro forma consolidated statement of changes in net assets for the year ended December 31, 2012 is presented as if the disposition of Tucson Way had occurred on January 1, 2012. As such, there is a difference in the net assets in liquidation as of December 31, 2012 between these two statements. |
Unaudited Pro Forma Consolidated Statement of Changes in Net Assets
a. | Reflects our historical operations for the year ended December 31, 2012. |
b. | The adjustments reflect the elimination of the changes in net assets in liquidation attributable to Tucson Way, as if the disposition occurred on January 1, 2012. |
c. | The unaudited pro forma consolidated statement of net assets as of December 31, 2012 is presented as if the disposition of Tucson Way had occurred on December 31, 2012. The unaudited pro forma consolidated statement of changes in net assets for the year ended December 31, 2012 is presented as if the disposition of Tucson Way had occurred on January 1, 2012. As such, there is a difference in the net assets in liquidation as of December 31, 2012 between these two statements. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trust has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Behringer Harvard Mid-Term Value | |||
Enhancement Liquidating trust | |||
By: | Behringer Harvard Advisors I LP, | ||
Managing Trustee | |||
Dated: August 27, 2013 | By: | /s/ Gary S. Bresky | |
Gary S. Bresky | |||
Chief Financial Officer |
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