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EX-99.1 - RESPONSE TO MINI-TENDER OFFER - KBS Real Estate Investment Trust II, Inc.kbsrii8k-ex991.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): September 12, 2018

KBS REAL ESTATE INVESTMENT TRUST II, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________

Maryland
 
000-53649
 
26-0658752
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission File
Number)
 
(I.R.S. Employer
Identification No.)
 

800 Newport Center Drive, Suite 700
Newport Beach, California 92660
(Address of principal executive offices)

Registrant’s telephone number, including area code: (949) 417-6500

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))
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 ¨
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. ¨

 
 
 
 
 





ITEM 8.01 OTHER EVENTS
On September 12, 2018, KBS Real Estate Investment Trust II, Inc. (the “Company”) approved recommending to its stockholders that they reject two separate mini-tender offers made by MacKenzie Realty Capital, Inc. and Liquidity Partners Trust I. MacKenzie Realty Capital Inc.’s mini-tender offer for up to 2,500,000 shares of the Company’s common stock, is approximately 1.34% of the Company’s outstanding shares. Liquidity Partners Trust I’s mini-tender offer for up to 250,000 shares of the Company’s common stock, is approximately 0.13% of the Company’s outstanding shares. The Company anticipates commencing distribution to its stockholders of the response containing its recommendation on or around September 24, 2018. The Company’s response letter appears as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


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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.
 
 
 
 
 
 
 
KBS REAL ESTATE INVESTMENT TRUST II, INC.
 
 
 
Dated: September 18, 2018
 
BY:
 
/s/ JEFFREY K. WALDVOGEL
 
 
 
 
Jeffrey K. Waldvogel
 
 
 
 
Chief Financial Officer