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
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Date of Report (Date of Earliest Event Reported):
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April 6, 2012
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Hines Global REIT, Inc.
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(Exact name of registrant as specified in its charter)
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Maryland
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000-53964
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26-3999995
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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2800 Post Oak Blvd, Suite 5000, Houston, Texas
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77056-6118
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(888) 220-6121
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Not Applicable
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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))
Item 8.01. Other Events.
One of the priorities of Hines Global REIT, Inc. ("Hines Global") is to monitor the returns being achieved from its real estate investments in relation to its distribution rate to investors with the ultimate goal of increasing the percentage of the distribution coverage that comes from its operations to 100%. As a sign of management’s commitment to this goal, effective immediately, Hines Global's Advisor, Hines Global REIT Advisors LP, has agreed to waive the asset management fee otherwise payable to it pursuant to the advisory agreement between Hines Global, the Advisor, and Hines Global’s operating partnership for each quarter in 2012 and 2013, to the extent that Hines Global’s modified funds from operations, as disclosed in each quarterly report, for a particular quarter amounts to less than 100% of the aggregate distributions declared for such quarter. As a result of the waiver of these fees, cash flow from operations that would have been paid to the Advisor for asset management fees may be available to pay distributions to stockholders. This fee waiver is not a deferral and accordingly, these fees will not be paid to the Advisor in cash at any time in the future.
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions and future business decisions that may prove to be incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks associated with Hines Global REIT's ability to pay distributions to its stockholders and the sources of such distribution payments, Hines Global REIT's ability to locate and make suitable investments, and other risks described in the “Risk Factors” section of Hines Global REIT’s Registration Statement on Form S-11, its Annual Report on Form 10-K for the year ended December 31, 2011 and its other filings with the Securities and Exchange Commission.
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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.
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Hines Global REIT, Inc.
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April 6, 2012
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By:
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/s/ J. Shea Morgenroth
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Name: J. Shea Morgenroth
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Title: Chief Accounting Officer and Treasurer
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