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.
As previously disclosed on Form 8-K, the Company and the Purchaser amended the
Agreement on October 14, 2022, November 23, 2022, December 9, 2022, December 29,
2022, January 12, 2023 and January 26, 2023. On February 10, 2023, the Company,
through an indirect wholly owned subsidiary, entered into a seventh amendment to
the Agreement (the "Seventh Amended Agreement") with the Purchaser to extend the
closing date to February 21, 2023. Pursuant to the Seventh Amended Agreement, if
the sale closes by February 21, 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 $12.1 million
of earnest money.
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