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 20, 2018

 

RW Holdings NNN REIT, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   000-55776   47-4156046
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

3090 Bristol Street, Suite 550    
Costa Mesa, California   92626
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 742-4862

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

 

 

 

 

 

 

Item 8.01.   Other Events.

 

Acquisition

 

 On December 20, 2018, RW Holdings NNN REIT, Inc. (the “Company”), through a wholly-owned subsidiary of its operating partnership, completed the acquisition of a single-story office building with approximately 97,191 square feet located in Seattle, Washington. This property is 100% leased to Costco Wholesale Corporation (“Costco”), which operates membership warehouses in 11 countries with 768 warehouses, 94 million cardholders including 51.6 million paid members and 245,000 employees. The property’s triple-net lease expires on July 31, 2025, with an early termination option which allows Costco to cancel on July 31, 2023 with 12 months prior notice and a termination payment equivalent to four months rent. The property is expected to generate $15,033,253 in total rental revenue over the course of its remaining lease term. The contract purchase price for the property was $29,000,000 which was funded with $1,350,000 in net proceeds from the Company’s registered offering of Class C common stock, $18,850,000 of 11-year financing at a fixed rate of 4.85% with five years of interest only payments and 30-year amortization thereafter, and $8,800,000 million drawn under the Company’s unsecured line of credit which will be repaid with proceeds to be raised from the Company’s registered offering. The seller of the property was not affiliated with the Company or its affiliates. Under the terms of the Company’s Second Amended and Restated Advisory Agreement with its sponsor, BrixInvest, LLC, and its advisor, Rich Uncles NNN REIT Operator, LLC (the “Advisor”), the Company paid the Advisor an acquisition fee of $870,000 in connection with this acquisition.

  

 

 

 

 

 

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.

 

  RW HOLDINGS NNN REIT, INC.
(Registrant) 
   
  By:   /s/ Raymond J. Pacini
    Name:   Raymond J. Pacini
    Title:   Chief Financial Officer 

 

Date: December 21, 2018