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 20, 2017

DC Industrial Liquidating Trust

(Exact name of registrant as specified in its charter)

518 Seventeenth Street, 17th Floor

Denver, CO 80202

(Address of principal executive offices)

(303) 228-2200

(Registrant’s telephone number, including area code)

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))

o                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2017, DC Industrial Liquidating Trust (the “Trust”), indirectly through one of its subsidiaries, entered into a purchase and sale contract on June 22, 2017 with Westcore II AC, LLC (the “Buyer”) to sell the property known as “Cajon Distribution Center,” an 830,750 square foot distribution warehouse located in San Bernardino, California. This purchase and sale contract was terminated by the Buyer on June 28, 2017 (the “Terminated Purchase Agreement”).

On July 20, 2017, the Trust, indirectly through one of its subsidiaries, entered into a new purchase and sale contract (the “New Purchase Agreement”) to sell Cajon Distribution Center to the Buyer for approximately $60.2 million in cash, subject to adjustment for customary real estate prorations. The Buyer previously had the opportunity to complete its due diligence pursuant to the Terminated Purchase Agreement. As such, the Buyer waived due diligence and made a $3.0 million non-refundable deposit upon entering into the New Purchase Agreement. The Trust’s sole remedy for the Buyer’s default under the New Purchase Agreement is forfeiture of the Buyer’s deposit.

Closing under the New Purchase Agreement is subject to customary closing conditions. Closing is expected to occur 10 business days following the date of execution of the New Purchase Agreement. However, there can be no assurance that closing will occur on the terms described above, or at all.

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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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