UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of Earliest Event Reported): March 11, 2011
|
Hines Global REIT, Inc.
__________________________________
(Exact name of registrant as specified in its charter)
|
Maryland
|
000-53964
|
26-3999995
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
||
|
2800 Post Oak Blvd, Suite 5000, Houston, Texas
|
77056-6118
|
||||
|
(Address of principal executive offices)
|
(Zip Code)
|
||||
|
Registrant’s telephone number, including area code:
|
(888) 220-6121
|
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))
Explanatory Note.
On March 11, 2011, a subsidiary of the Company, acquired all of the share capital of Sofina Properties Limited ("Sofina"), for the sole purpose of acquiring Stonecutter Court, a core office building with two adjacent, ancillary buildings located in London, England.
On March 17, 2011, Hines Global filed a Current Report on Form 8-K (the "Initial Report") with regard to the acquisition of Stonecutter Court. After reasonable inquiry, Hines Global is not aware of any material factors relating to the property that would cause the reported financial information not to be necessarily indicative of future operating results. This amendment is being filed for the sole purpose of filing the financial statements and pro forma financial information required by Item 9.01 of Form 8-K, and should be read in conjunction with the Initial Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Real Estate Property Acquired. The following financial statements are submitted at the end of this Current Report on Form 8-K/A and are filed herewith and incorporated herein by reference.
Stonecutter Court, London, England—For the Year Ended December 31, 2010
Independent Auditors’ Report
Statement of Revenues and Certain Operating Expenses
Notes to Statement of Revenues and Certain Operating Expenses
(b) Unaudited Pro Forma Financial Information. The following financial information is submitted at the end of this Current Report on Form 8-K/A and is filed herewith and incorporated herein by reference.
Hines Global REIT, Inc.
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2010
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2010
Notes to Unaudited Pro Forma Consolidated Financial Statements
(d) Exhibits - None.
1
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.
|
Hines Global REIT, Inc.
|
||||
|
May 27, 2011
|
By:
|
/s/ Ryan T. Sims
|
||
|
Name: Ryan T. Sims
|
||||
|
Title: Chief Accounting Officer
|
||||
2
INDEPENDENT AUDITORS’ REPORT
To the Partners of
Hines Global REIT Properties, L.P.
Houston, TX
We have audited the accompanying statement of revenues and certain operating expenses (the “Historical Summary”) of Stonecutter Court, a core office building with two adjacent, ancillary buildings located in London, United Kingdom (collectively, “ Stonecutter”) for the year ended December 31, 2010. This Historical Summary is the responsibility of Stonecutter’s management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes consideration of internal control over financial reporting as it relates to the Historical Summary as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Stonecutter’s internal control over financial reporting as it relates to the Historical Summary. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in this Form 8-K/A of Hines Global REIT, Inc.) as discussed in Note 2 to the Historical Summary and is not intended to be a complete presentation of Stonecutter’s revenues and expenses.
In our opinion, such Historical Summary presents fairly, in all material respects, the revenues and certain operating expenses of Stonecutter discussed in Note 2 to the Historical Summary for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
/s/ Saville Dodgen & Company, PLLC
Dallas, Texas
May 27, 2011
3
STONECUTTER, LONDON, UNITED KINGDOM
STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES
For the Year Ended December 31, 2010
|
Year Ended
December 31, 2010
|
||||
|
Revenues:
|
||||
|
Rental revenue
|
$
|
9,912,973
|
|
|
|
Other revenue
|
256,688
|
|||
|
Total revenues
|
10,169,661
|
|||
|
Certain Operating Expenses:
|
||||
|
Utilities
|
109
|
|||
|
Ground lease rent expense
|
309,266
|
|||
|
Repairs and maintenance
|
4,682
|
|||
|
Cleaning services
|
2,711
|
|||
|
Insurance
|
256,688
|
|||
|
Legal and professional services
|
21,482
|
|||
|
Total certain operating expenses
|
594,938
|
|||
|
Revenues in excess of certain operating expenses
|
$
|
9,574,723
|
||
See accompanying notes to statement of revenues and certain operating expenses.
4
STONECUTTER, LONDON, UNITED KINGDOM
NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES
For the Year Ended December 31, 2010
(1) Organization
On March 11, 2011, Hines Global REIT Holdco Sárl, a wholly-owned subsidiary of Hines Global REIT Properties, LP, which is a subsidiary of Hines Global REIT, Inc. (“Hines Global” or the “Company”) acquired all of the share capital of Sofina Properties Limited ("Sofina"), a British Virgin Islands entity. Sofina owns Stonecutter Court (“Stonecutter"), a core office building with two adjacent, ancillary buildings located in London, United Kingdom. Stonecutter was constructed in 1995 and consists of 152,829 square feet (unaudited) of rentable area that is 100% leased to three tenants.
(2) Basis of Presentation
The statement of revenues and certain operating expenses (the “Historical Summary”) has been prepared for the purpose of complying with the provisions of Article 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”), which requires certain information with respect to real estate operations to be included with certain filings with the SEC. This Historical Summary includes the historical revenues and operating expenses of Stonecutter, exclusive of interest income and interest expense, early lease termination fees, management fees, tax consulting fees, depreciation and amortization, and taxes on vacant space, which may not be comparable to the corresponding amounts, reflected in the future operations of Stonecutter.
In the opinion of the Company’s management, all adjustments necessary for a fair presentation of such statement of revenues and certain operating expenses have been included. Such adjustments consisted of normal recurring items.
(3) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the Company's management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(4) Significant Accounting Policies
(a) Revenue Recognition
Stonecutter’s operations consist of rental revenue earned from the tenants under leasing arrangements which provide for minimum rent, rent escalations and charges to tenants for their pro rata share of insurance costs. The leases with the tenants are gross leases, and have been accounted for as operating leases. Rental revenue is recognized on a straight-line basis over the life of the lease including rent holidays, if any, which resulted in rental revenue in excess of contractual rent of $162,742 for the year ended December 31, 2010.
(b) Repairs and Maintenance
Expenditures for repairs and maintenance are expensed as incurred.
(c) International Operations
The Great British Pound is the functional currency for Stonecutter. The Historical Summary of Stonecutter has been translated into U.S. dollars for reporting purposes using the average exchange rate for the period.
5
STONECUTTER, LONDON, UNITED KINGDOM
NOTES TO STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES – (Continued)
(5) Rental Revenue
The aggregate annual minimum future cash payments on non-cancelable operating leases in effect as of December 31, 2010 are as follows:
|
Year ended December 31:
|
Amount
|
|||
|
2011
|
$
|
9,939,149
|
||
|
2012
|
10,009,478
|
|||
|
2013
|
10,015,380
|
|||
|
2014
|
10,040,406
|
|||
|
2015
|
9,926,587
|
|||
|
Thereafter
|
33,832,618
|
|||
|
Total
|
$
|
83,763,618
|
||
Total minimum future cash payments represent the annual base rent that tenants are required to pay under the terms of their leases in effect at December 31, 2010, exclusive of charges for insurance costs. There were no contingent rents for the year ended December 31, 2010.
Of the total rental revenue for the year ended December 31, 2010, 97% was earned from a tenant in the accounting industry whose lease expires in 2019. Stonecutter did not earn rental revenue from any other tenants or industry concentration of tenants that represent more than 10% of its total rental revenue for the year ended December 31, 2010.
(6) Commitments and Contingencies
Stonecutter Court is subject to a ground lease, which expires on March 11, 2091. Although the lease provides for periodic rent reviews, which may increase payments over the term of the lease, ground lease expense accrues on a straight-line basis. The fixed future minimum ground lease payments for each of the years ended December 31, 2011 through December 31, 2015 and for the period thereafter is $309,266 annually. Ground lease expense for the year ended December 31, 2010, was $309,266.
*****
6
HINES GLOBAL REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENT
Hines Global REIT, Inc. (“Hines Global”) and, together with Hines Global REIT Properties, LP (the “Operating Partnership”), (the “Company”) made the following acquisitions since inception:
|
Property Name
|
Date of Acquisition
|
Net Purchase Price
|
|
17600 Gillette
|
June 9, 2010
|
$20.4 million
|
|
Brindleyplace Project
|
July 7, 2010
|
$282.5 million
|
|
Hock Plaza
|
September 8, 2010
|
$97.9 million
|
|
Southpark
|
October 19, 2010
|
$31.2 million
|
|
Fifty South Sixth
|
November 4, 2010
|
$185.0 million
|
|
Stonecutter Court
|
March 11, 2011
|
$146.8 million
|
|
FM Logistic Industrial Park
|
April 27, 2011
|
$72.8 million
|
On March 11, 2011, a subsidiary of the Company, acquired all of the share capital of Sofina Properties Limited ("Sofina"), for the sole purpose of acquiring Stonecutter Court, a core office building with two adjacent, ancillary buildings located in London, United Kingdom. The Seller, Shalati Investments Limited, is not affiliated with Hines Global or its affiliates. The net purchase price for Stonecutter Court was £90.9 million, ($146.8 million assuming a rate of $1.61 per GBP based on the closing date) exclusive of transaction costs, financing fees and working capital reserves. Hines Global funded the acquisition using proceeds from its current public offering along with £57.0 million ($92.0 million assuming a rate of $1.61 per GBP based on the closing date) of debt financing.
The unaudited pro forma consolidated balance sheet assumes the acquisition of Stonecutter Court occurred on December 31, 2010. The unaudited pro forma consolidated statement of operations assumes that the Company’s acquisitions of 17600 Gillette, the Brindleyplace Project, Hock Plaza, Southpark, Fifty South Sixth and Stonecutter Court occurred on January 1, 2010.
In management’s opinion, all adjustments necessary to reflect the effects of these acquisitions have been made. The unaudited pro forma consolidated statement of operations is not necessarily indicative of what actual results of operations would have been had the Company made these acquisitions on the first day of each period presented, nor does it purport to represent the results of operations for future periods. In addition, pro forma adjustments related to the purchase price allocation of Stonecutter Court are preliminary and subject to change.
On April 27, 2011, a subsidiary of the Company acquired Dolorous Limited and Ifmall Finance Ltd. for the sole purpose of acquiring FM Logistic Industrial Park, a nine building industrial complex of 748,578 square feet located in Moscow, Russia. The financial statements of FM Logistic Industrial Park are required to be filed on or before July 13, 2011. As a result, no adjustments have been included in the unaudited pro forma consolidated balance sheet or statement of operations related to FM Logistic.
7
HINES GLOBAL REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of December 31, 2010
(In thousands, except per share amounts)
|
December 31, 2010
|
Adjustments for Stonecutter Court Acquisition
|
Pro Forma
|
|||||||||||
|
ASSETS
|
|||||||||||||
|
Investment property, net
|
$
|
449,029
|
$
|
91,846
|
(a)
|
$
|
540,875
|
||||||
|
Cash and cash equivalents
|
146,953
|
(54,752)
|
(a)
|
92,201
|
|||||||||
|
Restricted cash
|
348
|
—
|
348
|
||||||||||
|
Interest rate swap contracts, net
|
2,765
|
—
|
2,765
|
||||||||||
|
Tenant and other receivables
|
7,876
|
—
|
7,876
|
||||||||||
|
Intangible lease assets, net
|
161,036
|
55,497
|
(a)
|
216,533
|
|||||||||
|
Deferred leasing costs, net
|
622
|
—
|
622
|
||||||||||
|
Deferred financing costs, net
|
6,502
|
920
|
(c)
|
7,422
|
|||||||||
|
Other assets
|
553
|
—
|
|
553
|
|||||||||
|
Total Assets
|
$
|
775,684
|
93,511
|
$
|
869,195
|
||||||||
|
LIABILITIES AND EQUITY
|
|||||||||||||
|
Liabilities:
|
|||||||||||||
|
Accounts payable and accrued expenses
|
$
|
13,622
|
—
|
$
|
13,622
|
||||||||
|
Due to affiliates
|
2,167
|
3,855
|
(c)
|
6,022
|
|||||||||
|
Intangible lease liabilities, net
|
5,926
|
581
|
(a)
|
6,507
|
|||||||||
|
Other liabilities
|
8,020
|
—
|
8,020
|
||||||||||
|
Interest rate swap contracts
|
38
|
—
|
38
|
||||||||||
|
Distributions payable
|
3,231
|
—
|
3,231
|
||||||||||
|
Notes payable
|
378,295
|
92,010
|
(b)
|
470,305
|
|||||||||
|
Total liabilities
|
411,299
|
96,446
|
507,745
|
||||||||||
|
Commitments and Contingencies
|
—
|
—
|
—
|
||||||||||
|
Equity:
|
|||||||||||||
|
Stockholders’ equity:
|
|||||||||||||
|
Preferred shares, $.001 par value; 500,000 preferred shares authorized, none issued or outstanding as of December 31, 2010
|
—
|
—
|
—
|
||||||||||
|
Common shares, $.001 par value; 1,500,000 common shares authorized, 41,287 common shares issued and outstanding as of December 31, 2010
|
41
|
—
|
41
|
||||||||||
|
Additional paid-in capital
|
350,561
|
—
|
350,561
|
||||||||||
|
Accumulated deficit
|
(25,873)
|
(2,935)
|
(c)
|
(28,808)
|
|||||||||
|
Accumulated other comprehensive income
|
1,347
|
—
|
1,347
|
||||||||||
|
Total stockholders’ equity
|
326,076
|
(2,935)
|
323,141
|
||||||||||
|
Noncontrolling interests
|
38,309
|
—
|
38,309
|
||||||||||
|
Total Equity
|
364,385
|
(2,935)
|
361,450
|
||||||||||
|
Total Liabilities and Equity
|
$
|
775,684
|
93,511
|
$
|
869,195
|
||||||||
See notes to unaudited pro forma consolidated balance sheet and notes to unaudited pro forma consolidated financial statements.
8
Notes to Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2010
|
(a)
|
To record the pro forma effect of the Company’s acquisition of Stonecutter Court, assuming it had occurred on December 31, 2010. The net purchase price was £90.9 million ($146.8 million assuming a rate of $1.61 per GBP as of the acquisition date), which was allocated to investment property, net and intangible lease assets and liabilities. The acquisition was funded by using proceeds from the Company’s current public offering and £57.0 million ($92.0 million assuming a rate of $1.61 per GBP as of the acquisition date) mortgage loan. Pro forma adjustments related to the purchase price allocation of Stonecutter Court are preliminary and subject to change.
|
|
(b)
|
To record the pro forma effect of permanent financing related to the Company’s acquisition of Stonecutter Court, assuming it was in place by December 31, 2010.
|
|
(c)
|
To record the pro forma effect of the Company's 2% acquisition fee ($2.9 million) and 1% financing fee (approximately $920,000) related to the acquisition of Stonecutter Court.
|
9
HINES GLOBAL REIT, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2010
(In thousands, except per share amounts)
|
Year Ended
December 31, 2010
|
Adjustments for Stonecutter Court Acquisition
|
Other Adjustments
|
Pro Forma
|
||||||||||
|
Revenues:
|
|||||||||||||
|
Rental revenue
|
$
|
23,158
|
$
|
10,396
|
(a)
|
$
|
45,281
|
(g)
|
$
|
78,835
|
|||
|
Other revenue
|
1,716
|
268
|
(a)
|
3,815
|
(g)
|
5,799
|
|||||||
|
Total revenues
|
24,874
|
10,396
|
49,096
|
84,634
|
|||||||||
|
Expenses:
|
|||||||||||||
|
Property operating expenses
|
5,832
|
1,459
|
(a)
|
11,597
|
(g)
|
18,888
|
|||||||
|
Real property taxes
|
1,280
|
—
|
(a)
|
5,085
|
(g)
|
6,365
|
|||||||
|
Property management fees
|
626
|
111
|
(a)
|
1,275
|
(g)
|
2,012
|
|||||||
|
Depreciation and amortization
|
16,029
|
8,803
|
(a)
|
27,704
|
(g)
|
52,536
|
|||||||
|
Acquisition related expenses
|
15,678
|
—
|
(15,192)
|
(b)
|
486
|
||||||||
|
Asset management and acquisition fees
|
11,236
|
821
|
(e)
|
(7,795)
|
(e)
|
4,262
|
|||||||
|
General and administrative expenses
|
1,866
|
—
|
—
|
1,866
|
|||||||||
|
Total expenses
|
52,547
|
11,194
|
22,674
|
86,415
|
|||||||||
|
Income (loss) before other income (expenses) and provision for income taxes
|
(27,673)
|
(530)
|
26,422
|
(1,781)
|
|||||||||
|
Other income (expenses):
|
|||||||||||||
|
Gain on interest rate swap contracts
|
2,800
|
—
|
—
|
2,800
|
|||||||||
|
Other gains (losses)
|
39
|
(4)
|
(4)
|
31
|
|||||||||
|
Interest expense
|
(6,035)
|
(4,978)
|
(c)
|
(11,517)
|
(c)
|
(22,530)
|
|||||||
|
Interest income
|
110
|
—
|
60
|
170
|
|||||||||
|
Income (loss) before provision for income taxes
|
(30,759)
|
(5,512)
|
14,961
|
(21,310)
|
|||||||||
|
Provision for income taxes
|
(657)
|
—
|
(a)
|
(697)
|
(g)
|
(1,354)
|
|||||||
|
Net income (loss)
|
(31,416)
|
(5,512)
|
14,264
|
(22,664)
|
|||||||||
|
Net (income) loss attributable to noncontrolling interests
|
5,951
|
—
|
(3,929)
|
(d)
|
2,022
|
||||||||
|
Net income (loss) attributable to common stockholders
|
$
|
(25,465)
|
$
|
(5,512)
|
$
|
10,335
|
$
|
(20,642)
|
|||||
|
Basic and diluted loss per common share:
|
$
|
(1.30)
|
$
|
(0.71)
|
|||||||||
|
Weighted average number common shares outstanding
|
19,597
|
9,437
|
(f)
|
29,034
|
|||||||||
See notes to unaudited pro forma consolidated statement of operations and notes to unaudited pro forma consolidated financial statement.
10
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the
Year Ended December 31, 2010
|
(a)
|
To record the pro forma effect of the Company’s acquisition of Stonecutter Court (based on its historical results of operations which includes adjustments related to the purchase price allocation which was performed upon acquisition) assuming that the acquisitions had occurred on January 1, 2010.
|
|
(b)
|
To eliminate the effect of non-recurring acquisition expenses recorded in relation to the Company’s acquisitions of 17600 Gillette, the Brindleyplace Project, Hock Plaza, Southpark and Fifty South Sixth.
|
|
(c)
|
To record the pro forma effect of the Company’s interest expense assuming that the Company had permanent financing in place as of January 1, 2010 related to its acquisitions of the Brindleyplace Project, Hock Plaza, Southpark, Fifty South Sixth and Stonecutter Court as follows:
|
|
(d)
|
The Company owns a 60% interest in the Brindleyplace Project through the Brindleyplace JV, a joint venture it formed with Moorfield Real Estate Fund II GP Ltd. ("Moorfield"). The Company has consolidated the Brindleyplace JV and its wholly-owned subsidiaries in its financial statements. The purpose of this adjustment is to allocate 40% of the pro forma net income of the Brindleyplace JV to Moorfield in accordance with the joint venture agreement.
|
11
|
(e)
|
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the
Year Ended December 31, 2010
To record the pro forma effect of the Company's 1.5% asset management fee assuming that the acquisitions of 17600 Gillette, the Brindleyplace Project, Hock Plaza, Southpark, Fifty South Sixth and Stonecutter Court had occurred on January 1, 2010. In addition, this adjustment includes amounts required to eliminate the effect of non-recurring acquisition fees included in the Company’s statement of operations for the twelve months ended December 31, 2010 related to these acquisitions.
|
|
(f)
|
To record the pro forma effect of the proceeds required from the issuance of shares of the Company’s common stock to complete the acquisitions described in (a) and (g), less amounts received from the financing activities described in (c) above. This adjustment assumes that the Company sold shares at a price of $10 per share less commissions, dealer manager fees and issuer costs.
|
|
Pro Forma Twelve Months Ended December 31, 2010
|
|||
|
Cash needed to acquire 17600 Gillette
|
$
|
20,350
|
|
|
Cash needed to acquire the Brindleyplace Project
|
59,290
|
||
|
Cash needed to acquire Hock Plaza
|
17,933
|
||
|
Cash needed to acquire Southpark
|
13,187
|
||
|
Cash needed to acquire Fifty South Sixth
|
89,992
|
||
|
Cash needed to acquire Stonecutter Court
|
54,751
|
||
|
$
|
255,503
|
||
|
Net cash received from each share of common stock issued
|
$
|
8.80
|
|
|
Common stock needed to purchase the properties listed above
|
29,034
|
||
|
Less: Historical weighted average common shares outstanding
|
(19,597)
|
||
|
9,437
|
|||
|
(g)
|
To record the pro forma effect of the Company’s acquisitions of 17600 Gillette, the Brindleyplace Project, Hock Plaza, Southpark and Fifty South Sixth (based on their historical results of operations which includes adjustments related to the purchase price allocation which was performed upon acquisition) assuming that the acquisitions had occurred on January 1, 2010.
|
12
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the
Year Ended December 31, 2010
(1) Investment Properties Acquired After January 1, 2010
On June 9, 2010, the Company acquired 17600 Gillette, a two-story office building located in Irvine, California. The building was constructed in 1977 and contains 98,925 square feet of rentable area which is 100% leased.
On July 7, 2010, the Brindleyplace JV consummated its acquisition of the Brindleyplace Project. The Brindleyplace Project consists of five office buildings including ground-floor retail, restaurant and theatre space, and a 903-space multi-story parking garage constructed from 1997 - 2000. The Brindleyplace Project consists of 560,200 square feet of rentable area that is 99.2% leased to 32 tenants.
On September 8, 2010 the Company acquired Hock Plaza, a 12-story office building located in Durham, North Carolina. Hock Plaza was constructed in 2004 and consists of 327,160 square feet of rentable area that is 99% leased to three tenants.
On October 19, 2010, the Company acquired Southpark, an industrial/flex office park complex of four buildings located in Austin, Texas. Southpark was constructed in 2001 and consists of 372,125 square feet of rentable area that is 94% leased to eight tenants.
On November 4, 2010, the Company acquired Fifty South Sixth, a 29-story office building located in Minneapolis, Minnesota. Fifty South Sixth was constructed in 2001 and consists of 698,783 square feet of rentable area that is 94% leased to thirty-two tenants.
On March 11, 2011, the Company acquired all of the share capital of Sofina for the sole purpose of acquiring Stonecutter Court, a core office building with two adjacent, ancillary buildings located in London, United Kingdom. Stonecutter Court was constructed in 1995 and consists of 152,829 square feet of rentable area that is 100% leased to three tenants.
On April 27, 2011, a subsidiary of the Company acquired Dolorous Limited and Ifmall Finance Ltd. for the sole purpose of acquiring FM Logistic Industrial Park. FM Logistic Industrial Park was constructed from 1998 - 2004 and consists of 748,578 square feet that is 100% leased to one tenant. The financial statements of FM Logistic are required to be filed on or before July 13, 2011. As a result, no adjustments have been included in the unaudited pro forma consolidated balance sheet or statement of operations related to FM Logistic.
The unaudited pro forma consolidated balance sheet assumes that the acquisition of Stonecutter Court occurred on December 31, 2010. The unaudited pro forma consolidated statement of operations assumes that all acquisitions described above, except FM Logistic Industrial Park, occurred on January 1, 2010.