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): October 8, 2013 (October 4, 2013)
TIER REIT, Inc. | |||||||||
(Exact Name of Registrant as Specified in Its Charter) | |||||||||
Maryland | 000-51293 | 68-0509956 | |||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||
17300 Dallas Parkway, Suite 1010, Dallas, Texas 75248 | |||||||||
(Address of principal executive offices) | |||||||||
(Zip Code) | |||||||||
(972) 931-4300 | |||||||||
(Registrant’s telephone number, including area code) | |||||||||
None | |||||||||
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 4, 2013, 10/120 South Riverside Property LLC and 10/120 South Riverside Fee LLC (collectively, “Seller”), indirect subsidiaries of TIER REIT, Inc. (the “Registrant”), entered into a Purchase and Sale Agreement with SITQ US Investments Inc., a Delaware corporation and unaffiliated third party (the “Buyer”), to sell 10 & 120 South Riverside Plaza in Chicago, Illinois (the “Property”). The contract sale price for the Property is $361 million, excluding transaction costs and certain closing pro-rations and adjustments. The Buyer has made an earnest money deposit in the amount of $18 million, which is non-refundable except for specified events, such as title exceptions arising after October 4, 2013, delivery of certain estoppels, a major casualty to the Property or eminent domain proceedings related to the Property. Closing is expected to occur during the fourth quarter of 2013.
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to the potential sale of the Property described herein, 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 incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the possibility that the Buyer may determine not to close on the acquisition, and other risks described in the “Risk Factors” section of our public filings, including our Annual Report on Form 10-K for the year ended December 31, 2012.
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SIGNATURE
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 thereunto duly authorized.
TIER REIT, INC. | ||
Dated: October 8, 2013 | By: | /s/ Telisa Webb Schelin |
Telisa Webb Schelin | ||
Senior Vice President – Legal, General | ||
Counsel & Secretary | ||
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