Form 8-K - Current report

false 0001631256 --12-31 0001631256 2024-07-30 2024-07-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2024

KBS GROWTH & INCOME REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland		000-56050		47-2778257
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number, including area code: [phone]

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Assignment and Assumption Agreement

On July 31, 2024, KBS Growth & Income REIT, Inc. (the “Company”) entered into an Assignment and Assumption Agreement (the “Agreement”) with KBS Capital Advisors Sub G&I Liquidation LLC (the “Assignee”), a wholly owned subsidiary of KBS Capital Advisors LLC , the Company’s external advisor. Pursuant to the Agreement, the Company, on behalf of itself, KBS Growth & Income Limited Partnership 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 tax receivables and liabilities for transfer agent fees, legal expenses, tax return preparation fees and other miscellaneous expenses to wind down the Company. Pursuant to the Agreement, Assignee also agreed to maintain a reasonable cash reserve at all times 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 July 30, 2024, 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 December 15, 2022 and affirmed on February 2, 2023, subject to stockholder approval, and was approved by the Company’s stockholders on May 9, 2023. The Articles of Dissolution became effective upon their acceptance for record by the SDAT on July 30, 2024 (the “Effective Date”).

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 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Ex.		Description
3.1		Articles of Dissolution of KBS Growth & Income REIT, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				KBS GROWTH & INCOME REIT, INC.
Dated: July 31, 2024				BY:		/s/ Jeffrey K. Waldvogel
						Jeffrey K. Waldvogel
						Chief Financial Officer, Treasurer and Secretary

Exhibit 3.1

KBS GROWTH & INCOME REIT, INC.

ARTICLES OF DISSOLUTION

KBS Growth & Income REIT, Inc, a Maryland corporation (hereinafter called the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The name of the Company is as set forth above, and the address of the principal office of the Company in the State of Maryland is c/o Registered Agent Solutions, Inc., 401 E. Pratt Street, Suite 2424, Baltimore, Maryland 21202.

SECOND: The name and address of the resident agent of the Company in the State of Maryland, who shall serve for one year after dissolution and thereafter until the affairs of the Company are wound up, are: Registered Agent Solutions, Inc., 401 E. Pratt Street, Suite 2424, Baltimore, Maryland 21202.

THIRD: The name and address of each director of the Company are as follows:

 

Name		Address
Charles J. Schreiber, Jr.		800 Newport Center Drive Suite 700 Newport Beach, California 92660
George R. Bravante, Jr.		800 Newport Center Drive Suite 700 Newport Beach, California 92660
Jon D. Kline		800 Newport Center Drive Suite 700 Newport Beach, California 92660
Keith P. Russell		800 Newport Center Drive Suite 700 Newport Beach, California 92660

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FOURTH: The name, title and address of each officer of the Company are as follows:

 

Name		Title		Address
Charles J. Schreiber, Jr.		Chairman of the Board, Chief Executive Officer and President		800 Newport Center Drive Suite 700 Newport Beach, California 92660
Jeffrey K. Waldvogel		Chief Financial Officer, Treasurer and Secretary		800 Newport Center Drive Suite 700 Newport Beach, California 92660
Stacie K. Yamane		Chief Accounting Officer and Assistant Secretary		800 Newport Center Drive Suite 700 Newport Beach, California 92660

FIFTH: The dissolution of the Company has been approved in the manner and by the vote required by law and the charter of the Company, as follows:

(a)  The Board of Directors of the Company, at a duly held meeting, adopted resolutions, among other related items (i) approving the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Company’s Plan of Complete Liquidation and Dissolution (the “Plan of Liquidation”), pending the approval of the Company’s stockholders; (ii) determining that the terms and conditions of the Plan of Liquidation are fair to the Company’s stockholders, advisable and in best interest of the Company’s stockholders; and (iii) directing that the Plan of Liquidation, the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Plan of Liquidation be submitted for consideration by the Company’s stockholders at the Company’s annual meeting of stockholders.

(b)  The stockholders of the Company, at a duly held meeting, approved the sale of all of the Company’s assets and the Company’s dissolution pursuant to the Plan of Liquidation as so proposed by the Board of Directors of the Company.

SIXTH: On or before May 8, 2024, notice of the approved dissolution of the Company, as required by Section 3-404 of the Maryland General Corporation Law, was mailed to all known creditors of the Company.

SEVENTH: The Company is hereby dissolved.

EIGHTH: The effective date of this document is the date it is filed by the Department.

NINTH: The undersigned acknowledges these Articles of Dissolution to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[Signatures on following page.]

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IN WITNESS WHEREOF, the Company has caused these Articles of Dissolution to be signed in its name and on its behalf by its Chairman of the Board, Chief Executive Officer and President and attested by its Chief Financial Officer, Treasurer and Secretary on this 29^th day of July 2024.

 

ATTEST:		KBS GROWTH & INCOME REIT, INC.
By: /s/ Jeffrey K. Waldvogel		By: /s/ Charles J. Schreiber, Jr.
Name: Jeffrey K. Waldvogel		Name: Charles J. Schreiber, Jr.
Title:  Chief Financial Officer,    Treasurer and Secretary		Title:  Chairman of the Board, Chief Executive    Officer and President

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THE UNDERSIGNED, hereby consents to act as resident agent in Maryland for the entity named in the attached instrument.

 

REGISTERED AGENT SOLUTIONS, INC.
		By:		/s/ Samantha Niels
				Name: Samantha Niels
				Title: Assistant Secretary
				Date: 7/23/2024

Document and Entity Information	Jul. 30, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001631256
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Jul. 30, 2024
Entity Registrant Name	KBS GROWTH & INCOME REIT, INC.
Entity Incorporation State Country Code	MD
Entity File Number	000-56050
Entity Tax Identification Number	47-2778257
Entity Address, Address Line One	800 Newport Center Drive
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(949)
Local Phone Number	417-6500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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