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 6, 2014
Behringer Harvard Short-Term Opportunity Liquidating Trust
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 000-51291 | 71-0897614 | ||
| (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) 655-1620
(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 6, 2014, Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary of Behringer Harvard Short-Term Liquidating Trust (which may be referred to as the “Registrant”, “we”, “our”, or “us”), sold a 198 room hotel and retail project located in Dallas, Texas (“Hotel Palomar”) to an unaffiliated buyer. The contract sales price for the Hotel Palomar was $48 million, exclusive of closing costs. A portion of the proceeds was used to pay off existing indebtedness. As a result of the sale we have two remaining investments: five acres of land and a back-end promoted interest in a previously sold asset. We continue to work towards the liquidation of the trust in an orderly and expeditious manner.
Item 9.01 Financial Statements and Exhibits.
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Behringer Harvard Short-Term Opportunity Liquidating Trust
Unaudited Pro Forma Consolidated Financial Information
On August 6, 2014, Behringer Harvard Mockingbird Commons, LLC, a 70% owned subsidiary, sold Hotel Palomar, an 198 room hotel and retail project located in Dallas, Texas to an unaffiliated buyer. The contract sales price for the Hotel Palomar was $48 million, exclusive of closing costs.
The following unaudited pro forma consolidated financial information gives effect to the disposition of Hotel Palomar, 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 Short-Term Value Opportunity Liquidating Trust
Unaudited Pro Forma Consolidated Statement of Net Assets (Liquidation Basis)
As of December 31, 2013
(in thousands)
The following unaudited Pro Forma Consolidated Statement of Net Assets is presented as if we had disposed of Hotel Palomar as of December 31, 2013. 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, 2013. 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, 2013, nor does it purport to represent future results.
| December 31, 2013 | Sale of | |||||||||||
| As reported (a) | Hotel Palomar (b) | Pro Forma | ||||||||||
| Assets | ||||||||||||
| Real estate held for sale | $ | 47,978 | (47,280 | ) | $ | 698 | ||||||
| Cash and cash equivalents | 4,826 | 17,106 | 21,932 | |||||||||
| Restricted cash | 783 | (783 | ) | 0 | ||||||||
| Accounts receivable, net | 7,758 | (509 | ) | 7,249 | ||||||||
| Prepaid expenses and other assets | 720 | (720 | ) | - | ||||||||
| Total assets | $ | 62,065 | (32,186 | ) | $ | 29,879 | ||||||
| Liabilities | ||||||||||||
| Notes payable | $ | 31,876 | (31,000 | ) | 876 | |||||||
| Notes payable to related party | 8,801 | - | 8,801 | |||||||||
| Accounts payable | 325 | - | 325 | |||||||||
| Payables to related parties | 2,503 | - | 2,503 | |||||||||
| Accrued liabilities | 1,488 | 655 | 2,143 | |||||||||
| Liability for estimated costs in excess of estimated receipts during liquidation | 858 | 58 | 916 | |||||||||
| Total liabilities | 45,851 | (30,287 | ) | 15,564 | ||||||||
| Net assets in liquidation | $ | 16,214 | (1,899 | ) | 14,315 | |||||||
The accompanying notes are an integral part of these pro forma consolidated financial statements.
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Behringer Harvard Short-Term Opportunity Liquidating Trust
Unaudited Pro Forma Consolidated Statement of Net Changes (Liquidation Basis)
For the Year Ended December, 31, 2013
(in thousands)
The following unaudited Pro Forma Consolidated Statement of Changes in Net Assets is presented as if we had disposed of Hotel Palomar as of January 1, 2013. 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, 2013. 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, 2013, nor does it purport to represent our future operations.
| Year Ended | ||||||||||||
| December 31, 2013 | Sale of | |||||||||||
| As Reported (a) | Hotel Palomar (b) | Pro Forma | ||||||||||
| Statement of Changes in Net Assets: | ||||||||||||
| Net assets in liquidation at beginning of period | $ | 11,417 | $ | (1,987 | ) | $ | 9,430 | |||||
| Change in estimated costs in excess of estimated receipts during liquidation | (214 | ) | (703 | ) | (917 | ) | ||||||
| Net increase (decrease) in fair value | (1,624 | ) | (180 | ) | (1,804 | ) | ||||||
| Changes in other assets/liabilities | 6,635 | 131 | 6,766 | |||||||||
| Change in net assets in liquidation | 4,797 | (752 | ) | 4,045 | ||||||||
| Net assets in liquidation at end of period | $ | 16,214 | $ | (2,739 | ) | $ | 13,475 | |||||
The accompanying notes are an integral part of these pro forma consolidated financial statements.
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Behringer Harvard Short-Term Opportunity 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, 2013. |
| b. | Reflects our disposition of Hotel Palomar. Amounts represent the necessary adjustments to remove Hotel Palomar 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, 2013 is presented as if the disposition of Hotel Palomar had occurred on December 31, 2013. The unaudited pro forma consolidated statement of changes in net assets for the year ended December 31, 2013 is presented as if the disposition of Hotel Palomar had occurred on January 1, 2013. As such, there is a difference in the net assets in liquidation as of December 31, 2013 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, 2013. |
| b. | The adjustments reflect the elimination of the changes in net assets in liquidation attributable to Hotel Palomar, as if the disposition occurred on January 1, 2013. |
| c. | The unaudited pro forma consolidated statement of net assets as of December 31, 2013 is presented as if the disposition of Hotel Palomar had occurred on December 31, 2013. The unaudited pro forma consolidated statement of changes in net assets for the year ended December 31, 2013 is presented as if the disposition of Hotel Palomar had occurred on January 1, 2013. As such, there is a difference in the net assets in liquidation as of December 31, 2013 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 thereunto duly authorized.
| Behringer Harvard SHORT-TERM OPPORTUNITY Liquidating Trust | ||
| By: | Behringer Harvard Advisors II LP | |
| Managing Trustee of Behringer Harvard Short-Term Opportunity Liquidating Trust | ||
| Dated: August 12, 2014 | By: | /s/ Gary S. Bresky |
| Gary S. Bresky | ||
| Chief Financial Officer | ||