ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Amendment of Purchase and Sale Agreement for Sale of Union Bank Plaza
As previously disclosed, on July 20, 2022, KBS Real Estate Investment Trust II,
Inc. (the "Company"), through an indirect wholly owned subsidiary, entered into
a purchase and sale agreement and escrow instructions (the "Agreement") for the
sale of Union Bank Plaza to WB Union Plaza Holdings LLC (the "Purchaser"), an
affiliate of Waterbridge Capital. Union Bank Plaza is a 40story office building
located in Los Angeles, California containing 701,888 rentable square feet on
approximately 3.7 acres of land. The Purchaser is unaffiliated with the Company
or its advisor. Pursuant to the Agreement, the sale price for Union Bank Plaza
was $155.0 million, subject to prorations and adjustments as provided in the
Agreement.
On October 14, 2022, the Company, through an indirect wholly owned subsidiary,
entered into an amendment to the Agreement (the "First Amended Agreement") with
the Purchaser to extend the closing date to November 7, 2022. On October 31,
2022, the Purchaser further extended the closing date to November 15, 2022 and
on November 9, 2022, the Purchaser exercised its final extension option pursuant
to the First Amended Agreement and extended the closing date to November 30,
2022.
On November 23, 2022, the Company, through an indirect wholly owned subsidiary,
entered into a second amendment to the Agreement with the Purchaser to extend
the closing date to December 15, 2022, and on December 9, 2022, the Company,
through an indirect wholly owned subsidiary, entered into a third amendment to
the Agreement with the Purchaser to extend the closing date to December 29,
2022.
On December 29, 2022, the Company, through an indirect wholly owned subsidiary,
entered into a fourth amendment to the Agreement (the "Fourth Amended
Agreement") with the Purchaser to extend the closing date to January 5, 2023.
Pursuant to the Fourth Amended Agreement, if the sale closes by January 5, 2023,
then the sale price for Union Bank Plaza is $155.0 million less a credit towards
the purchase price of $15.0 million, and less other closing credits and
adjustments.
There can be no assurance that the Company will complete the sale of Union Bank
Plaza. The Purchaser would be obligated to purchase Union Bank Plaza only after
satisfaction of agreed upon closing conditions. In certain circumstances, if the
Purchaser fails to complete the acquisition, it may forfeit up to $10.5 million
of earnest money.
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