Attached files
| file | filename |
|---|---|
| EX-23 - EXHIBIT 23.1 - TALON REAL ESTATE HOLDING CORP. | exhibit231.htm |
| EX-99 - EXHIBIT 99.2 - TALON REAL ESTATE HOLDING CORP. | exhibit992.htm |
| EX-99 - EXHIBIT 99.1 - TALON REAL ESTATE HOLDING CORP. | exhibit991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| July 2, 2014 |
| Date of Report (Date of Earliest Event Reported) |
| TALON REAL ESTATE HOLDING CORP. |
| (Exact Name of Registrant as Specified in its Charter) |
| Utah |
| 000-53917 |
| 26-1771717 |
| (State of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
| 5500 Wayzata Boulevard Suite 1070 Minneapolis, Minnesota |
| 55416 |
| (Address of Principal Executive Offices) |
| (Zip Code) |
| (612) 604-4600 |
| (Registrant’s Telephone Number, Including Area Code) |
| N/A |
| (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):
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))
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Explanatory Note
This Amendment No. 2 is being filed to amend the Current Report on Form 8-K/A of Talon Real Estate Holding Corp., originally filed with the Securities and Exchange Commission on September 16, 2014, reporting the required financial statements of businesses acquired and pro forma financial information indicated under Items 9.01(a) and 9.01(b). This Amendment No. 2 is being filed to amend the pro forma condensed consolidated statement of operations to reflect six months ended June 30, 2014.
Item 9.01.
Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired. The following financial statements are filed herewith:
·
Audited statement of revenue and certain expenses of First Trust Building for the year ended December 31, 2013
·
Unaudited statement of revenue and certain expenses of First Trust Building for the six months ended June 30, 2014
(b)
Pro Forma Financial Information. The following pro forma financial information is filed herewith:
·
Unaudited pro forma condensed combined balance sheet as of June 30, 2014
·
Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013
·
Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2014
·
Notes to unaudited pro forma condensed combined financial statements
(d)
Exhibits.
10.1
Contribution Agreement between Talon OP, L.P. and the Contributors identified on Exhibit A thereto, dated July 2, 2014*
10.2
Promissory Note between Talon First Trust, LLC and RCC Real Estate, Inc., dated July 2, 2014*
10.3
Reserve and Security Agreement between Talon First Trust, LLC and RCC Real Estate, Inc., dated July 2, 2014*
10.4
Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing between Talon First Trust, LLC and RCC Real Estate, Inc., dated July 2, 2014*
10.5
Promissory Note between Talon Bren Road, LLC and Jackson I, LLC, dated July 2, 2014*
10.6
Mortgage and Security Agreement and Future Financing Statement between Talon Bren Road, LLC and Jackson I, LLC, dated July 2, 2014*
23.1
Consent of Wipfli LLP
99.1
Audited statement of revenue and certain expenses of the First Trust Building for the year ended December 31, 2013 and unaudited statement of revenue and certain expenses of the First Trust Building for the six months ended June 30, 2014
99.2
Unaudited pro forma condensed combined financial statements and notes
* Previously filed
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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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| TALON REAL ESTATE HOLDING CORP. | |
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| Date: September 17, 2014 | /s/ MG Kaminski |
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| Matthew G. Kaminski |
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| Chief Executive Officer |
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Index to Exhibits
| Exhibit No. |
| Description |
| Manner of Filing |
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10.1 |
| Contribution Agreement between Talon OP, L.P. and the Contributors identified on Exhibit A thereto, dated July 2, 2014 |
| Previously Filed |
| 10.2 |
| Promissory Note between Talon First Trust, LLC and RCC Real Estate, Inc., dated July 2, 2014 |
| Previously Filed |
10.3 |
| Reserve and Security Agreement between Talon First Trust, LLC and RCC Real Estate, Inc., dated July 2, 2014 |
| Previously Filed |
| 10.4 |
| Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing between Talon First Trust, LLC and RCC Real Estate, Inc., dated July 2, 2014 |
| Previously Filed |
10.5 |
| Promissory Note between Talon Bren Road, LLC and Jackson I, LLC, dated July 2, 2014 |
| Previously Filed |
| 10.6 |
| Mortgage and Security Agreement and Future Financing Statement between Talon Bren Road, LLC and Jackson I, LLC, dated July 2, 2014 |
| Previously Filed |
23.1 |
| Consent of Wipfli LLP |
| Filed Electronically |
| 99.1 |
| Audited statement of revenue and certain expenses of the First Trust Building for the year ended December 31, 2013 and unaudited statement of revenue and certain expenses of the First Trust Building for the six months ended June 30, 2014 |
| Filed Electronically |
99.2 |
| Unaudited pro forma condensed combined financial statements and notes |
| Filed Electronically |
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