ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Assignment and Assumption Agreement
On April 25, 2023, KBS Real Estate Investment Trust II, Inc. (the "Company")
entered into an Assignment and Assumption Agreement (the "Agreement") with KBS
Capital Advisors Sub REIT II Liquidation LLC (the "Assignee"), a wholly owned
subsidiary of KBS Capital Advisors LLC (the "Advisor"), the Company's external
advisor. Pursuant to the Agreement, the Company, on behalf of itself, KBS
Limited Partnership II and all of their subsidiaries (together, the "Company
Entities"), transferred certain remaining assets and liabilities (such assets
and liabilities, the "Assigned Assets and Liabilities") to the Assignee and the
Assignee agreed to accept and perform all of the obligations, liabilities,
covenants, duties and agreements of the Company Entities with respect to the
Assigned Assets and Liabilities and to assume all liabilities with respect to
the Assigned Assets and Liabilities. The Assigned Assets and Liabilities include
cash, certain insurance and interest receivables and liabilities for transfer
agent fees, legal expenses, audit fees, tax preparation fees and other
miscellaneous expenses to wind down the Company. In connection with the
Assignee's acceptance and assumption of the Assigned Assets and Liabilities, the
Advisor capitalized Assignee with cash in excess of the estimated liabilities
transferred to the Assignee. Assignee also agreed to maintain cash reserves at
all times that is in excess of the outstanding liabilities transferred until
such time as all such liabilities have been fully paid or are no longer
outstanding.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On April 24, 2023, the Company filed articles of dissolution (the "Articles of
Dissolution") with the State Department of Assessments and Taxation of Maryland
(the "SDAT") pursuant to the Company's plan of complete liquidation and
dissolution (the "Plan of Liquidation"). The Plan of Liquidation was approved by
the Company's board of directors on November 13, 2019, subject to stockholder
approval, and was approved by the Company's stockholders on March 5, 2020. The
Articles of Dissolution became effective upon their acceptance for record by the
SDAT on April 24, 2023 (the "Effective Date").
As of the Effective Date, the Company directed its transfer agent to close the
Company's stock transfer books and at such time cease recording stock transfers
except by will, intestate succession or operation of law.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
The disclosure set forth above under Item 3.03 with respect to the filing of the
Articles of Dissolution is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
Final Liquidating Distribution Authorized
Pursuant to the terms of the Company's Plan of Liquidation, on April 25, 2023,
the Company's board of directors authorized a final liquidating distribution in
the amount of $0.73433444 per share of common stock to the Company's
stockholders of record as of the close of business on April 25, 2023 (the "Final
Liquidating Distribution"). The Final Liquidating Distribution will be funded
from proceeds from the sale of Union Bank Plaza which closed on March 30, 2023
and the remaining net proceeds from the Company's liquidation. The Company
expects to pay the Final Liquidating Distribution on April 28, 2023.
The Final Liquidating Distribution will generally be characterized as a return
of capital, to the extent the stockholder has sufficient basis, and will be
included in each stockholder's Form 1099 for the year ending December 31, 2023.
Stockholders are advised to consult their tax advisors regarding the tax
consequences of the Final Liquidating Distribution in light of his or her
particular investment or tax circumstances.
Following the payment of the Final Liquidating Distribution, all shares of the
Company's outstanding common stock will be cancelled and no longer deemed to be
outstanding and all rights of the holders thereof as stockholders will cease and
terminate. In addition, the Company will file appropriate notification with the
Securities and Exchange Commission to fully terminate its obligations under the
U.S. securities laws.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Ex. Description
99.1 Articles of Dissolution of KBS Real Estate Investment Trust II, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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