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): November 18, 2013 (November 14, 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 2.01    Completion of Acquisition or Disposition of Assets.
On November 14, 2013, 10/120 South Riverside Property LLC and 10/120 South Riverside Fee LLC, both of which are indirect, wholly owned subsidiaries of TIER REIT, Inc. (which may be referred to herein as the “Registrant,” the “Company,” “we,” “our” or “us”), sold two 21-story office buildings containing approximately 1.4 million combined square feet located in Chicago, Illinois (the “10/120 S. Riverside Property”), to an unaffiliated buyer, SITQ US Investments Inc. The contract sales price for the 10/120 S. Riverside Property was $361.0 million, excluding transaction costs and certain closing pro-rations and adjustments. Proceeds from the sale of the 10/120 S. Riverside Property, after closing costs, were used to repay the $200.0 million outstanding balance on the term loan under our credit facility, as well as to repay the $125.0 million in outstanding mortgage loans on our One Financial Place property located in Chicago, Illinois.

Item 9.01    Financial Statements and Exhibits.

(b)     Proforma financial information.

The following unaudited pro forma condensed consolidated balance sheet of the Company at September 30, 2013, illustrates the estimated effect of the disposition described in Item 2.01 above as if it had occurred on September 30, 2013. The unaudited pro forma condensed consolidated statements of continuing operations for the nine months ended September 30, 2013, and for the years ended December 31, 2012, 2011 and 2010 (the “Pro Forma Periods”), illustrate the estimated effect of the disposition described in Item 2.01 above as if it had occurred on January 1, 2010, as well as disposals of other properties that were disposed in 2013.
 
This pro forma condensed consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company’s financial results as if the transactions reflected herein had occurred on the date or been in effect during the periods indicated. This pro forma condensed consolidated financial information should not be viewed as indicative of the Company’s financial results in the future and should be read in conjunction with the Company’s financial statements as filed on Form 10-Q for the nine months ended September 30, 2013, and on Form 10-K for the year ended December 31, 2012, with the Securities and Exchange Commission.
In our opinion, all material adjustments necessary to reflect the effects of the above transactions have been made.


2



TIER RIET, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 2013
(in thousands, except share and per share amounts)

The following Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if we had sold the 10/120 S. Riverside Property on September 30, 2013. This Unaudited Pro Forma Condensed Consolidated Balance Sheet should be read in conjunction with our Unaudited Pro Forma Condensed Consolidated Statements of Continuing Operations and the historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the nine months ended September 30, 2013. This Unaudited Pro Forma Condensed Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been had we completed the above transaction on September 30, 2013, nor does it purport to represent our future financial position.

 
As Reported September 30, 2013
(a)
 
10/120 S. Riverside Property
Pro Forma Adjustments
(b)
 
Pro Forma September 30, 2013
Assets
 

 
 
 
 

Real estate
 

 
 
 
 

Land
$
317,677

 
$

 
$
317,677

Buildings and improvements, net
1,674,388

 

 
1,674,388

Real estate under development
35,907

 

 
35,907

Total real estate
2,027,972

 

 
2,027,972

Cash and cash equivalents
19,301

 
257,904

 
277,205

Restricted cash
60,342

 
8,526

 
68,868

Accounts receivable, net
93,574

 

 
93,574

Prepaid expenses and other assets
8,622

 

 
8,622

Investments in unconsolidated entities
44,722

 

 
44,722

Deferred financing fees, net
10,464

 
(1,111
)
 
9,353

Lease intangibles, net
141,031

 

 
141,031

Other intangible assets, net
2,293

 

 
2,293

Assets associated with real estate held for sale
337,161

 
(337,161
)
 

Total assets
$
2,745,482

 
$
(71,842
)
 
$
2,673,640

Liabilities and equity
 

 
 

 
 

Liabilities
 

 
 
 
 

Notes payable
$
1,812,125

 
$
(74,000
)
 
$
1,738,125

Accounts payable
4,363

 

 
4,363

Payables to related parties
1,645

 

 
1,645

Acquired below-market leases, net
26,407

 

 
26,407

Accrued liabilities
82,080

 

 
82,080

Deferred tax liabilities
1,411

 

 
1,411

Other liabilities
10,360

 
8,526

 
18,886

Obligations associated with real estate held for sale
29,570

 
(29,570
)
 

Total liabilities
1,967,961

 
(95,044
)
 
1,872,917

Commitments and contingencies
 
 
 
 
 
Series A Convertible Preferred Stock
2,700

 

 
2,700

Equity
 

 
 
 
 

Preferred stock, $.0001 par value per share; 17,490,000 shares authorized, none outstanding

 

 

Convertible stock, $.0001 par value per share; 1,000 shares authorized, none outstanding

 

 

Common stock, $.0001 par value per share; 382,499,000 shares authorized, 299,191,861 shares issued and outstanding
30

 

 
30

Additional paid-in capital
2,646,528

 

 
2,646,528

Cumulative distributions and net loss attributable to common stockholders
(1,872,043
)
 
23,202

 
(1,848,841
)
Accumulated other comprehensive loss
(912
)
 

 
(912
)
Stockholders’ equity
773,603

 
23,202

 
796,805

Noncontrolling interests
1,218

 

 
1,218

Total equity
774,821

 
23,202

 
798,023

Total liabilities and equity
$
2,745,482

 
$
(71,842
)
 
$
2,673,640


See accompanying Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements.

3



TIER REIT, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations
For the Nine Months Ended September 30, 2013
(in thousands, except per share amounts)

The following Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations is presented as if we had sold the 10/120 S. Riverside Property on January 1, 2010. This Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations should be read in conjunction with the historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the nine months ended September 30, 2013. This Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations is not necessarily indicative of what the actual results of continuing operations would have been had we completed the above transaction on January 1, 2010, nor does it purport to represent our future operations.
 
As Reported Nine Months Ended
September 30, 2013
(a)
 
10/120 S. Riverside Property
Pro Forma Adjustments
(b)
 
Pro Forma Nine Months Ended
September 30, 2013
Rental revenue
$
259,724

 
$

 
$
259,724

Expenses
 

 
 
 
 
Property operating expenses
80,337

 

 
80,337

Interest expense
81,654

 
(1,886
)
 
79,768

Real estate taxes
38,080

 

 
38,080

Property management fees
7,753

 

 
7,753

General and administrative
12,962

 

 
12,962

Depreciation and amortization
108,546

 

 
108,546

Total expenses
329,332

 
(1,886
)
 
327,446

Interest and other income
774

 

 
774

Loss from continuing operations before income taxes, equity in earnings of investments and gain on sale or transfer of assets
(68,834
)
 
1,886

 
(66,948
)
Provision for income taxes
(414
)
 

 
(414
)
Equity in earnings of investments
68

 

 
68

Loss from continuing operations before gain on sale or transfer of assets
(69,180
)
 
1,886

 
(67,294
)
Gain on sale or transfer of assets
16,102

 

 
16,102

Net loss from continuing operations
(53,078
)
 
1,886

 
(51,192
)
Noncontrolling interests in continuing operations
76

 

 
76

Net loss from continuing operations attributable to common stockholders
$
(53,002
)
 
$
1,886

 
$
(51,116
)
Basic and diluted weighted average common shares outstanding
299,191,861

 
299,191,861

 
299,191,861

Basic and diluted loss from continuing operations per common share
$
(0.18
)
 
$
0.01

 
$
(0.17
)

See accompanying Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements.














4



TIER REIT, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations
For the Year Ended December 31, 2012
(in thousands, except per share amounts)

The following Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations is presented as if we had sold the 10/120 S. Riverside Property, as well as the other properties that have been disposed in 2013, on January 1, 2010. This Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations should be read in conjunction with the historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2012. This Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations is not necessarily indicative of what the actual results of continuing operations would have been had we completed the above transactions on January 1, 2010, nor does it purport to represent our future operations.

As Reported
Year Ended
December 31, 2012
(a)
 
Prior Dispositions Pro Forma Adjustments
(b)
 
10/120 S. Riverside Property
Pro Forma Adjustments
(c)
 
Pro Forma
Year Ended
December 31, 2012
Rental revenue
$
437,197

 
$
(41,166
)
 
$
(43,502
)
 
$
352,529

Expenses
 
 
 
 
 
 
 
Property operating expenses
134,107

 
(17,231
)
 
(10,606
)
 
106,270

Interest expense
129,076

 
(10,531
)
 
(4,889
)
 
113,656

Real estate taxes
62,516

 
(4,900
)
 
(7,237
)
 
50,379

Property management fees
12,788

 
(1,107
)
 
(1,228
)
 
10,453

Asset management fees
9,842

 
(954
)
 
(938
)
 
7,950

Asset impairment losses
97,323

 
(12,788
)
 

 
84,535

General and administrative
15,480

 

 

 
15,480

Depreciation and amortization
188,216

 
(15,058
)
 
(20,020
)
 
153,138

Total expenses
649,348

 
(62,569
)
 
(44,918
)
 
541,861

Interest and other income
940

 
12

 
(11
)
 
941

Gain on troubled debt restructuring
201

 

 

 
201

Loss from continuing operations before income taxes, equity in earnings of investments and gain on sale or transfer of assets
(211,010
)
 
21,415

 
1,405

 
(188,190
)
Provision for income taxes
(62
)
 
2

 

 
(60
)
Equity in earnings of investments
1,725

 

 

 
1,725

Loss from continuing operations before gain on sale or transfer of assets
(209,347
)
 
21,417

 
1,405

 
(186,525
)
Gain on sale or transfer of assets
8,083

 

 

 
8,083

Net loss from continuing operations
(201,264
)
 
21,417

 
1,405

 
(178,442
)
Noncontrolling interests in continuing operations
330

 
(70
)
 
(2
)
 
258

Net loss from continuing operations attributable to common stockholders
$
(200,934
)
 
$
21,347

 
$
1,403

 
$
(178,184
)
Basic and diluted weighted average common shares outstanding
298,372,324

 
298,372,324

 
298,372,324

 
298,372,324

Basic and diluted loss from continuing operations per common share
$
(0.67
)
 
$
0.07

 
$

 
$
(0.60
)

See accompanying Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements.



5



TIER REIT, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations
For the Year Ended December 31, 2011
(in thousands, except per share amounts)

The following Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations is presented as if we had sold the 10/120 S. Riverside Property, as well as the other properties that have been disposed in 2013, on January 1, 2010. This Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations should be read in conjunction with the historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2012. This Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations is not necessarily indicative of what the actual results of continuing operations would have been had we completed the above transactions on January 1, 2010, nor does it purport to represent our future operations.

 
As Reported
Year Ended
December 31, 2011
(a)
 
Prior Dispositions Pro Forma Adjustments
(b)
 
10/120 S. Riverside Property
Pro Forma Adjustments
(c)
 
Pro Forma
Year Ended
December 31, 2011
Rental revenue
$
454,007

 
$
(42,290
)
 
$
(43,711
)
 
$
368,006

Expenses
 
 
 
 
 
 
 
Property operating expenses
137,112

 
(16,490
)
 
(10,656
)
 
109,966

Interest expense
132,544

 
(8,131
)
 
(12,928
)
 
111,485

Real estate taxes
60,233

 
(4,782
)
 
(7,350
)
 
48,101

Property management fees
13,230

 
(1,152
)
 
(1,163
)
 
10,915

Asset management fees
17,787

 
(1,633
)
 
(1,633
)
 
14,521

Asset impairment losses
33,257

 
(5,888
)
 

 
27,369

General and administrative
10,828

 

 

 
10,828

Depreciation and amortization
201,896

 
(16,966
)
 
(19,793
)
 
165,137

Total expenses
606,887

 
(55,042
)
 
(53,523
)
 
498,322

Interest and other income
1,073

 
11

 
(6
)
 
1,078

Gain on troubled debt restructuring
1,008

 

 

 
1,008

Loss from continuing operations before income taxes, equity in losses of investments and gain on sale or transfer of assets
(150,799
)
 
12,763

 
9,806

 
(128,230
)
Benefit from income taxes
614

 
1

 

 
615

Equity in losses of investments
(2,302
)
 

 

 
(2,302
)
Loss from continuing operations before gain on sale or transfer of assets
(152,487
)
 
12,764

 
9,806

 
(129,917
)
Gain on sale or transfer of assets
1,385

 

 

 
1,385

Net loss from continuing operations
(151,102
)
 
12,764

 
9,806

 
(128,532
)
Noncontrolling interests in continuing operations
380

 
(55
)
 
(15
)
 
310

Net loss from continuing operations attributable to common stockholders
$
(150,722
)
 
$
12,709

 
$
9,791

 
$
(128,222
)
Basic and diluted weighted average common shares outstanding
296,351,253

 
296,351,253

 
296,351,253

 
296,351,253

Basic and diluted loss from continuing operations per common share
$
(0.51
)
 
$
0.04

 
$
0.04

 
$
(0.43
)
        
See accompanying Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements.
            

6



TIER REIT, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations
For the Year Ended December 31, 2010
(in thousands, except per share amounts)

The following Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations is presented as if we had sold the 10/120 S. Riverside Property, as well as the other properties that have been disposed in 2013, on January 1, 2010. This Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations should be read in conjunction with the historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2012. This Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations is not necessarily indicative of what the actual results of continuing operations would have been had we completed the above transactions on January 1, 2010, nor does it purport to represent our future operations.
 
As Reported
Year Ended
December 31, 2010
(a)
 
Prior Dispositions Pro Forma Adjustments
(b)
 
10/120 S. Riverside Property
Pro Forma Adjustments
(c)
 
Pro Forma
Year Ended
December 31, 2010
Rental revenue
$
462,223

 
$
(42,964
)
 
$
(42,355
)
 
$
376,904

Expenses
 
 
 
 
 
 
 
Property operating expenses
143,502

 
(17,577
)
 
(10,814
)
 
115,111

Interest expense
140,401

 
(8,305
)
 
(14,598
)
 
117,498

Real estate taxes
61,006

 
(4,865
)
 
(5,907
)
 
50,234

Property management fees
14,101

 
(1,196
)
 
(1,230
)
 
11,675

Asset management fees
16,470

 
(1,470
)
 
(1,470
)
 
13,530

Asset impairment losses
5,116

 

 

 
5,116

Goodwill impairment losses
11,470

 

 

 
11,470

General and administrative
9,988

 

 

 
9,988

Depreciation and amortization
201,873

 
(17,067
)
 
(19,972
)
 
164,834

Total expenses
603,927

 
(50,480
)
 
(53,991
)
 
499,456

Interest and other income
1,467

 
9

 
(14
)
 
1,462

Gain on troubled debt restructuring
9,091

 

 

 
9,091

Loss from continuing operations before income taxes and equity in earnings of investments
(131,146
)
 
7,525

 
11,622

 
(111,999
)
Provision for income taxes
(2,783
)
 
3

 

 
(2,780
)
Equity in earnings of investments
954

 

 

 
954

Net loss from continuing operations
(132,975
)
 
7,528

 
11,622

 
(113,825
)
Noncontrolling interests in continuing operations
586

 
(136
)
 
(17
)
 
433

Net loss from continuing operations attributable to common stockholders
$
(132,389
)
 
$
7,392

 
$
11,605

 
$
(113,392
)
Basic and diluted weighted average common shares outstanding
294,241,424

 
294,241,424

 
294,241,424

 
294,241,424

Basic and diluted loss from continuing operations per common share
$
(0.45
)
 
$
0.02

 
$
0.04

 
$
(0.39
)

See accompanying Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements.


7



TIER REIT, Inc.
Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements

Unaudited Pro Forma Condensed Consolidated Balance Sheet
a.
Reflects our historical condensed consolidated balance sheet as of September 30, 2013.
b.
Reflects the proceeds from the sale, the minimum payment required under our credit facility to remove this property from the related collateral pool, the write-off of associated deferred financing fees, deferral of a portion of the gain on sale, and the elimination of the held for sale assets and obligations of the 10/120 S. Riverside Property, assuming the sale occurred on September 30, 2013.

Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations for the nine months ended September 30, 2013

a.     Reflects our historical continuing operations for the nine months ended September 30, 2013.
b.
Reflects the pro forma adjustment to eliminate the historical interest expense assuming the borrowings under our credit facility were reduced based on removing this property from the related collateral pool.

Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations for the year ended December 31, 2012

a.
Reflects our historical continuing operations for the year ended December 31, 2012.
b.
Reflects the combined pro forma adjustments to eliminate the historical operating results for the following properties disposed after January 1, 2013, (excluding any properties held for sale at December 31, 2012) assuming these disposals had occurred on January 1, 2010:

 
 
Actual
Property
 
Disposal Date
5 & 15 Wayside
 
March 22, 2013
Riverview Tower
 
May 2, 2013
Epic Center
 
May 13, 2013
One Brittany Place
 
May 13, 2013
Two Brittany Place
 
May 13, 2013
Tice Building
 
August 30, 2013
One Edgewater Plaza
 
August 30, 2013
Energy Centre
 
September 12, 2013
Ashford Perimeter
 
September 13, 2013
 
c.
Reflects the pro forma adjustments to eliminate the historical operating results for the 10/120 S. Riverside Property assuming the sale occurred on January 1, 2010, and the pro forma adjustment to eliminate the historical interest expense assuming the borrowings under our credit facility were reduced based on removing this property from the related collateral pool.




8



Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations for the year ended December 31, 2011

a.
Reflects our historical continuing operations for the year ended December 31, 2011.
b.
Reflects the combined pro forma adjustments to eliminate the historical operating results for the following properties disposed after January 1, 2013, (excluding any properties held for sale at December 31, 2012) assuming these disposals had occurred on January 1, 2010:
 
 
Actual
Property
 
Disposal Date
5 & 15 Wayside
 
March 22, 2013
Riverview Tower
 
May 2, 2013
Epic Center
 
May 13, 2013
One Brittany Place
 
May 13, 2013
Two Brittany Place
 
May 13, 2013
Tice Building
 
August 30, 2013
One Edgewater Plaza
 
August 30, 2013
Energy Centre
 
September 12, 2013
Ashford Perimeter
 
September 13, 2013
 
c.
Reflects the pro forma adjustments to eliminate the historical operating results for the 10/120 S. Riverside Property assuming the sale occurred on January 1, 2010, the pro forma adjustment to eliminate the historical interest expense, assuming the previous debt associated with this property had been paid off, and the pro forma adjustment to eliminate the historical interest expense assuming the borrowings under our credit facility were reduced based on removing this property from the related collateral pool.

Unaudited Pro Forma Condensed Consolidated Statement of Continuing Operations for the year ended December 31, 2010

a.
Reflects our historical continuing operations for the year ended December 31, 2010.
b.
Reflects the combined pro forma adjustments to eliminate the historical operating results for the following properties disposed after January 1, 2013, (excluding any properties held for sale at December 31, 2012) assuming these disposals had occurred on January 1, 2010:
 
 
Actual
Property
 
Disposal Date
5 & 15 Wayside
 
March 22, 2013
Riverview Tower
 
May 2, 2013
Epic Center
 
May 13, 2013
One Brittany Place
 
May 13, 2013
Two Brittany Place
 
May 13, 2013
Tice Building
 
August 30, 2013
One Edgewater Plaza
 
August 30, 2013
Energy Centre
 
September 12, 2013
Ashford Perimeter
 
September 13, 2013
 
c.
Reflects the pro forma adjustments to eliminate the historical operating results for the 10/120 S. Riverside Property assuming the sale occurred on January 1, 2010, and the pro forma adjustment to eliminate the historical interest expense assuming the previous debt associated with this property had been paid off.







9



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 hereunto duly authorized.



 
TIER REIT, INC.
Dated: November 18, 2013
By:
/s/ James E. Sharp
 
 
James E. Sharp
 
 
Chief Accounting Officer
 
 
 






 


10