Attached files
| file | filename |
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| EX-10.2 - EX-10.2 - Behringer Harvard Mid-Term Value Enhancement Liquidating Trust | v211655_ex10-2.htm |
| EX-99.1 - EX-99.1 - Behringer Harvard Mid-Term Value Enhancement Liquidating Trust | v211655_ex99-1.htm |
| EX-10.1 - EX-10.1 - Behringer Harvard Mid-Term Value Enhancement Liquidating Trust | v211655_ex10-1.htm |
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): February 16, 2011
Behringer
Harvard Mid-Term Value Enhancement Liquidating Trust
(Exact
Name of Registrant as Specified in Its Charter)
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Texas
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000-51292
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71-0897613
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(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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15601
Dallas Parkway, Suite 600
Addison,
Texas 75001
(Address
of principal executive offices)
(Zip
Code)
(866)
655-1600
(Registrant’s
telephone number, including area code)
Behringer
Harvard Mid-Term Value Enhancement Fund I LP
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material
Definitive Agreement.
The
information set forth in Item 8.01 of this Current Report on Form 8-K is
incorporated by reference.
Item
2.01 Completion of
Acquisition or Disposition of Assets.
The
information set forth in Item 8.01 of this Current Report on Form 8-K is
incorporated by reference.
Item
8.01 Other
Events.
On
February 16, 2011 (the “Effective Date”), Behringer Harvard Mid-Term Value
Enhancement Fund I LP (the “Partnership”) completed its liquidation pursuant to
a Plan of Liquidation (the “Plan”) adopted by its general partners, which
provided for the formation of a liquidating trust for the purpose of completing
the liquidation of the assets of the Partnership followed by a dissolution of
the Partnership.
In
furtherance of the Plan, the Partnership entered into a Liquidating Trust
Agreement (the “Liquidating Trust Agreement”) with Behringer Harvard Advisors I
LP, one of the general partners of the Partnership, as managing trustee (the
“Managing Trustee”), and CSC Trust Company of Delaware, as resident trustee (the
“Resident Trustee”), in connection with the formation of the Behringer Harvard
Mid-Term Value Enhancement Liquidating Trust (the “Liquidating
Trust”). As of the Effective Date, each of the holders of limited
partnership units in the Partnership received a pro rata beneficial interest in
the Liquidating Trust in exchange for such holder’s interest in the
Partnership.
In
accordance with the Plan and the Liquidating Trust Agreement, the Partnership
has transferred all of its remaining assets and liabilities to the Liquidating
Trust to be administered, disposed of or provided for in accordance with the
terms and conditions set forth in the Liquidating Trust Agreement.
The
purpose of the Liquidating Trust is to wind up the Partnership’s affairs and
liquidate the Partnership’s assets, including, but not limited to, the sale of
its remaining real estate assets, to make appropriate provision for the
Partnership’s remaining obligations and to make special distributions to the
investors of available liquidation proceeds. Pursuant to the
Liquidating Trust Agreement, the Managing Trustee is entitled to receive the
same compensation and expense reimbursements that the general partners of the
Partnership were entitled to receive. The existence of the
Liquidating Trust will terminate upon the earliest of (i) the distribution of
all of the Liquidating Trust’s assets in accordance with the terms of the
Liquidating Trust Agreement, or (ii) the expiration of a period of three years
from the Effective Date. The existence of the Liquidating Trust may,
however, be extended beyond the three year term if the Managing Trustee
determines that an extension is reasonably necessary to wind up the affairs of
this Liquidating Trust.
On the
Effective Date, the Partnership filed a Form 15 with the Securities and Exchange
Commission to terminate the registration of the limited partnership units in the
Partnership under the Securities Exchange Act of 1934. Accordingly,
the Partnership will cease filing reports under that act. However, the Managing
Trustee will cause the Liquidating Trust to file with the Securities and
Exchange Commission annual reports on Form 10-K using Partnership’s file number
(File No. 000-51292) showing the assets and liabilities of the Liquidating Trust
at the end of each calendar year and describing the changes in the assets and
liabilities of the Liquidating Trust and the actions taken by the Managing
Trustee during the period. The Managing Trustee will also cause the
Liquidating Trust to file current reports on Form 8-K using Partnership’s file
number (File No. 000-51292) whenever an event occurs for which Form 8-K requires
such report to be filed for the Liquidating Trust or to disclose material events
relating to the Liquidating Trust or its assets.
2
The
foregoing summary is qualified in its entirety by the Plan of Liquidation and
the Liquidating Trust Agreement attached hereto as Exhibits 10.1 and 10.2,
respectively, and a form of investor letter attached hereto as Exhibit 99.1
anticipated to be mailed to the investors in the Partnership on or about
February 22, 2011, each of which is incorporated herein by
reference.
Item
9.01 Financial Statements
and Exhibits.
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(b)
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As
a result of the transfer of the Partnership’s assets and liabilities to
the Liquidating Trust, the impact on the pro forma consolidated financial
statements results in an ending balance of
zero.
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(d)
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Exhibits.
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10.1
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Plan
of Liquidation
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10.2
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Liquidating
Trust Agreement
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99.1
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Form
of Investor Letter
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trust has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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BEHRINGER
HARVARD MID-TERM VALUE ENHANCEMENT LIQUIDATING TRUST
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By:
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Behringer
Harvard Advisors I LP
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Managing
Trustee
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Dated: February
16, 2011
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By:
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/s/ Gerald J. Reihsen,
III
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Gerald
J. Reihsen, III
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Executive
Vice President –
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Corporate
Development & Legal
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and
Assistant Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Plan
of Liquidation
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10.2
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Liquidating
Trust Agreement
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99.1
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Form
of Investor Letter
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