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): December 19, 2014 

Sterling Real Estate Trust
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (701) 353-2720 

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 1.01 Entry into a Material Definitive Agreement

On December 19, 2014, Sterling Real Estate Trust (“Sterling”), though its operating partnership, Sterling Properties, L.L.L.P. acquired 7  multi-family residential properties for $103.5 million pursuant to the terms of a purchase agreement, dated November 14, 2014, between a wholly owned subsidiary of Sterling Properties, L.L.L.P. and Maplewood Apartments, LLC, Valley View Apartments, LLC, RES Apartments, LLC, Brighton Village Apartments, L.L.P., Masara Properties Limited Partnership, Georgetown Court Limited Partnership,  Maurice Filister Properties LP, and Rosedale Estates North, LLC.  The 7 properties, in total, comprise 1,494 apartment units.  The consideration for the Properties consists of (i) a new secured loan from Transamerica Life Insurance Company with an aggregate principal amount of $45.9 and an average interest rate of 4.00% which matures on December 1, 2029, (ii) a new secured loan from Transamerica Life Insurance Company with an aggregate principal amount of $16.7 million and an average interest rate of 3.72% which matures on December 1, 2024, (iii) a new secured loan from Bell State Bank & Trust with an aggregate principal amount of $4.9 million and an average interest rate of 3.44% which matures on January 10, 2022, and (iv) cash.

The foregoing description of the terms and conditions of the Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by the Purchase and Sale Agreement, which is filed as Exhibit 10.1 and 10.2 hereto and incorporated herein by reference.   The purchase agreement also contains representations and warranties made by the parties thereto made to and solely for the benefit of each other, and such representation and warranties should not be relied upon by any other person.    The assertions embodied in those representations and warranties were made solely for the purposes of the purchase agreement and are subject to important qualifications and limitations agreed to by and between the Sterling and the other parties thereto in connection with negotiating the purchase agreement.  Accordingly, security holders should not rely on the representations and warranties as accurate or complete or characterizations of the actual state of facts as of any specified date because such representations and warranties are modified in important part by the underlying disclosure schedules, are subject to a contractual standard of materiality different from that generally applicable to security holders and were used only for the purposes of conducting certain limited due diligence inquiries and allocating risks and not for establishing all material facts with respect to the matters addressed.

The foregoing description of the terms and conditions of the loans and the loan documents does not purport to be complete and is qualified in its entirety by (1) the Promissory Notes, (2) the Security Agreements, and (3) the Mortgages, Assignment of Leases and Rents, Security Agreement and Fixture filings, which are filed as Exhibits 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 hereto and are incorporated herein by reference.

The properties purchased under the agreement are as follows:

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 of this report is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this report is incorporated herein by reference.

Item 8.01 Other Events

On May 1, 2014, Computershare Limited (“Computershare”) announced it had acquired Register and Transfer Company (“R&T”).  R&T provided transfer agency, proxy advisory and printing services to Sterling.  The migration of Sterling’s data from R&T to Computershare occurred on December 19, 2014, with Computershare assuming Sterling’s account effective December 22, 2014.

Item 9.01 Financial Statements and Exhibits.

The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

The  Pro  Forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

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.