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EX-99.1 - EXHIBIT 99.1 - TIER REIT INCex991pressrelease71615.htm
EX-99.2 - EXHIBIT 99.2 - TIER REIT INCex992listingfaqs71615.htm
 

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): July 17, 2015

TIER REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
 
000-51293
 
68-0509956
(State or other jurisdiction of incorporation
or organization)
 
(Commission File Number)
 
 
(I.R.S. Employer
Identification No.)
 
17300 Dallas Parkway, Suite 1010, Dallas, Texas
75248
(Address of principal executive offices)
(Zip Code)
 
(972) 483-2400
(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:
 
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))
 
ý            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 





Item 7.01    Regulation FD Disclosure.

Attached to this Form 8-K as Exhibit 99.1 is a copy of a press release issued by TIER REIT, Inc. (the “Company”) announcing the Company’s expectation to list its common stock on the New York Stock Exchange (the “NYSE”) under the ticker symbol “TIER” on or about July 23, 2015, subject to certain customary conditions (the “Listing”), and its expectation to commence a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase up to $50 million of shares of its common stock from its stockholders in connection with the Listing.

In connection with the announcement by the Company of the expected Listing, the Company has prepared a set of Frequently Asked Questions, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 8.01    Other Events.

Important Information and Where to Find It

This Current Report on Form 8-K is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any securities of the Company. The Tender Offer will be made only pursuant to an offer to purchase, a letter of transmittal, and related materials that the Company intends to distribute to its stockholders and file with the Securities and Exchange Commission (the “SEC”). The full details of the Tender Offer, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal, and other related materials, which the Company will distribute to stockholders and file with the SEC upon commencement of the Tender Offer. If the Tender Offer is commenced as expected, stockholders are urged to carefully read the offer to purchase, the letter of transmittal, and other related materials when they become available, as they will contain important information, including the terms and conditions of the Tender Offer. If the Tender Offer is commenced as expected, stockholders will be able to obtain free copies of the offer to purchase, the letter of transmittal, and other related materials that the Company files with the SEC on the SEC's website at www.sec.gov or by calling the information agent for the contemplated offer, which will be identified in the materials filed with the SEC at the commencement of the Tender Offer. In addition, stockholders will be able to obtain free copies of the Company's filings with the SEC from the Company's website at www.tierreit.com/ir.

Forward Looking Statements
 
This Current Report on Form 8-K contains forward-looking statements relating to the business and financial outlook of the Company that are based on the Company’s current expectations, estimates, forecasts and projections and are not guarantees of future performance. These forward-looking statements include discussion and analysis of the financial condition of us and our subsidiaries, including our ability to rent space on favorable terms, our ability to address debt maturities and fund our capital requirements, our intentions to sell certain properties, the value of our assets, our anticipated capital expenditures, the amount and timing of any anticipated future cash distributions to our stockholders, and other matters. Words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “objectives,” “strategies,” “goals,” and variations of these words and similar expressions are intended to identify forward-looking statements. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. Factors that could cause actual results to vary materially from those expressed in forward-looking statements include changes in real estate conditions and in the

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capital markets, our ability to complete the listing of our shares of common stock on the NYSE in a timely manner or at all, our ability to complete the anticipated tender offer in a timely manner or at all, the price at which shares of our common stock may trade on the NYSE, which may be higher or lower than the purchase price in the anticipated tender offer, as well as the risk factors included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Form 10-Q for the fiscal quarter ended March 31, 2015. Forward-looking statements in this press release speak only as of the date on which such statements were made and, except as required by law, we undertake no obligation to update any such statements that may become untrue because of subsequent events.


Item 9.01.        Financial Statements and Exhibits.
 
(d)
Exhibits:


Exhibit Number
 
Description
 
99.1
 
Press Release, dated July 16, 2015.
99.2
 
Frequently Asked Questions.



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SIGNATURE
 
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 thereunto duly authorized.
 
 
TIER REIT, INC.
 
 
 
 
 
 
Dated:  July 17, 2015
By:
/s/ Telisa Webb Schelin
 
 
Telisa Webb Schelin
 
 
Chief Legal Officer, Executive Vice President & Secretary





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Exhibit Index

Exhibit Number
 
Description
 
99.1
 
Press Release, dated July 16, 2015.
99.2
 
Frequently Asked Questions.


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