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.
Subsequent to January 5, 2023, the Company, through an indirect wholly owned
subsidiary, and the Purchaser further amended the Agreement to extend the
closing date, and on January 12, 2023, the Company, through an indirect wholly
owned subsidiary, entered into a fifth amendment to the Agreement (the "Fifth
Amended Agreement") with the Purchaser to extend the closing date to January 31,
2023. Pursuant to the Fifth Amended Agreement, if the sale closes by January 27,
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. If the sale closes by January 31, 2023, then the sale price for
Union Bank Plaza is $155.0 million less a credit towards the purchase price of
$13.0 million, and less other closing credits and adjustments.
On January 26, 2023, the Company, through an indirect wholly owned subsidiary,
entered into a sixth amendment to the Agreement (the "Sixth Amended Agreement")
with the Purchaser to extend the closing date to February 14, 2023. Pursuant to
the Sixth Amended Agreement, if the sale closed by January 27, 2023, then the
sale price for Union Bank Plaza would have been $155.0 million less a credit
towards the purchase price of $15.0 million, and less other closing credits and
adjustments. If the sale closes by February 14, 2023, then the sale price for
Union Bank Plaza is $155.0 million less a credit towards the purchase price of
$13.0 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 $11.8 million
of earnest money.
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