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, January 26, 2023, February 10, 2023, February 17, 2023,
February 27, 2023, March 6, 2023 and March 16, 2023. On March 21, 2023, the
Company, through an indirect wholly owned subsidiary, entered into a twelfth
amendment to the Agreement (the "Twelfth Amended Agreement") with the Purchaser
to extend the closing date to March 29, 2023 in connection with agreement to
fund a $0.3 million non-refundable extension fee which would be credited towards
the purchase price upon closing. Pursuant to the Twelfth Amended Agreement, if
the sale closes by March 29, 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 $13.3 million
of earnest money, including the non-refundable extension fee.
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