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): June 3, 2015 (June 2, 2015)
TIER REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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000-51293
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68-0509956
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(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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17300 Dallas Parkway, Suite 1010, Dallas, Texas
75248
(Address of principal executive offices)
(Zip Code)
(972) 483-2400
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In preparation for a potential listing of its common stock on a national securities exchange, TIER REIT, Inc. (the “Company”) filed Second Articles of Amendment (the “Second Articles”) and Third Articles of Amendment (the “Third Articles” and together with the Second Articles, the “Articles”) on June 2, 2015 (the “Effective Date”) with the Maryland State Department of Assessments and Taxation to effect a 1-for-6 reverse stock split of the Company’s existing common stock (the “Reverse Stock Split”). The Second Articles changed each share of issued and outstanding common stock of the Company, $0.0001 par value per share, into 1/6
th
of a share of common stock, $0.0006 par value per share. The Third Articles changed the par value of the Company’s common stock from $0.0006 per share to $0.0001 per share and, thereby, reduced the aggregate par value of all authorized shares of common stock to $38,249.90. The Articles and the Reverse Stock Split became effective immediately upon filing.
No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder of record who holds any fractional share of the Company’s common stock as of the close of business on the Effective Date will receive a cash payment equal to the fractional share held by such stockholder multiplied by $26.88 (which number is the product of the Company’s estimated value per share as of October 30, 2014 of $4.48 multiplied by six to account for the Reverse Stock Split) (the “Fractional Share Payments”). The Fractional Share Payments will be remitted to the stockholders shortly after the Effective Date.
The Reverse Stock Split affected all stockholders uniformly and did not affect any stockholder’s percentage ownership interest in the Company or any stockholder rights. In addition, the number of the Company’s authorized shares of common stock did not change.
The foregoing description of the Articles and the Reverse Stock Split is not complete and is subject to and qualified in its entirety by reference to the Articles, copies of which are filed hereto as Exhibit 3.1 and Exhibit 3.2, both of which are incorporated by reference herein.
Item 7.01
Regulation FD Disclosure
On or about June 3, 2015, the Company issued a letter to stockholders regarding the Reverse Stock Split and the Fractional Share Payments. The full text of the letter to stockholders is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements relating to the business and financial outlook of TIER REIT, Inc., including the timing or prospects for a listing, which are based on our current expectations, estimates, forecasts and projections and are not guarantees of future performance. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this document, including the risk that the Company decides not to list its shares of common stock on a national securities exchange in the near future or at all. Such factors also include those described in the Risk Factors section of TIER REIT, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Forward-looking statements in this document speak only as of the date on which such statements were made, and we undertake no obligation to update any such statements that may become untrue because of subsequent events. We claim the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit Number
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Description
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3.1
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Second Articles of Amendment to Ninth Articles of Amendment and Restatement of TIER REIT, Inc., effective as of June 2, 2015
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3.2
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Third Articles of Amendment to Ninth Articles of Amendment and Restatement of TIER REIT, Inc., effective as of June 2, 2015
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99.1
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Letter to Stockholders, dated June 3, 2015
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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.
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TIER REIT, INC.
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Dated: June 3, 2015
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By:
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/s/ Telisa Webb Schelin
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Telisa Webb Schelin
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Senior Vice President – Legal, General Counsel & Secretary
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Exhibit Index
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Exhibit Number
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Description
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3.1
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Second Articles of Amendment to Ninth Articles of Amendment and Restatement of TIER REIT, Inc., effective as of June 2, 2015
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3.2
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Third Articles of Amendment to Ninth Articles of Amendment and Restatement of TIER REIT, Inc., effective as of June 2, 2015
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99.1
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Letter to Stockholders, dated June 3, 2015
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TIER REIT, INC.
SECOND ARTICLES OF AMENDMENT
TIER REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST
: The charter of the Corporation (the “Charter”) is hereby amended to provide that, immediately upon acceptance for record of these Articles of Amendment by the SDAT (the “Effective Time”), each share of common stock of the Corporation (the “Common Stock”), $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time shall automatically be changed into 1/6
th
of a share of Common Stock, $0.0006 par value per share, without any further action by the Corporation or the holder thereof.
SECOND
: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms or conditions of redemption of any class or series of stock of the Corporation have not been changed by the foregoing amendment.
THIRD
: The amendments to the Charter set forth above have been approved by a majority of the entire Board of Directors and the amendments are limited to a reverse stock split authorized by the Maryland General Corporation Law (the “MGCL”) to be effected without action by the stockholders pursuant to Section 2-309(e) of the MGCL.
FOURTH
:
The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Secretary on this 2nd day of June, 2015.
TIER REIT, INC.
By:
/s/ Scott W. Fordham
Name: Scott W. Fordham
Title: Chief Executive Officer and President
ATTEST
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By:
/s/ Telisa Webb Schelin
Name: Telisa Webb Schelin
Title: Senior Vice President – Legal,
General Counsel and Secretary
TIER REIT, INC.
THIRD ARTICLES OF AMENDMENT
TIER REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST
: The charter of the Corporation (the “Charter”) is hereby amended to decrease the par value of the issued and outstanding shares of common stock of the Corporation (the “Common Stock”) from $0.0006 par value per share to $0.0001 par value per share and, thereby, reduce the aggregate par value of all authorized shares of Common Stock to $38,249.90 and reduce the aggregate par value of all authorized shares to $40,000.
SECOND
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The amendment to the Charter as set forth above has been approved by a majority of the entire Board of Directors and the amendment is limited to a change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.
THIRD
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The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Secretary on this 2nd day of June, 2015.
TIER REIT, INC.
By:
/s/ Scott W. Fordham
Name: Scott W. Fordham
Title: Chief Executive Officer and President
ATTEST
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By:
/s/ Telisa Webb Schelin
Name: Telisa Webb Schelin
Title: Senior Vice President – Legal,
General Counsel and Secretary
IMPORTANT INFORMATION REGARDING YOUR TIER REIT SHARES
June 3, 2015
Dear Stockholder:
In March, we announced that we are pursuing a listing of our common stock on a national securities exchange and since then have been preparing for that potential listing. In anticipation of this possible event, our board of directors has approved a one-for-six reverse stock split and the redemption of fractional shares for the Company’s shares of common stock, both of which were effective on June 2, 2015.
In addition to this event, we also want to take this opportunity to let you know about a few account reporting changes that will occur in the next 30 days.
Reverse Stock Split and Fractional Share Redemption
The reverse stock split was effective on June 2 and caused every six shares that you own to be automatically combined into one share of common stock. The board believes this share consolidation will bring our estimated per share value in line with a more commonly accepted range of per share values of other publicly traded office REITs. The reverse stock split affected stockholders uniformly and did not affect your ownership interest in the Company or account value.
In connection with the reverse stock split, any fractional shares that you owned were redeemed as described below. Each stockholder will receive a cash payment equal to the fractional share held by such stockholder multiplied by $26.88 (the most recent estimated value per share as of October 30, 2014 of $4.48 multiplied by six for the reverse stock split). For example, a stockholder with a fractional redemption amount of 0.50 shares will receive a cash payment equal to $13.44.
For stockholders who hold their shares in a non-custodian account, payments will be made by check to the address of record. For stockholders who hold their shares in a custodian account, the payment will be sent to the custodian of record.
Quarterly Cash Distribution
In May, we announced that the board declared distributions for the second quarter of 2015 in the amount of $0.03 per share, payable to stockholders of record as of June 30, 2015. Giving effect to the reverse stock split, this distribution rate will be multiplied by six, or $0.18 per share, and will be paid on July 8, 2015.
TIER REIT, Inc.
Page 2
June 3, 2015
Account Changes
Due to the timing of these events, we are unable to change the payment instructions for the fractional share redemptions; however, stockholders who have questions about their payments or have account changes for their upcoming second quarter distribution should contact their financial advisor or TIER REIT’s Shareholder Services at 1.844.782.0585. Please note that this is a new phone number for Shareholder Services, and they operate from 8AM-5PM Central, Monday through Friday. Additionally, should you have a change of address, a form can be found on our website at www.tierreit.com/ir under the Stockholder Forms link.
Quarterly Statements
On June 30, 2015, we will be transitioning your Quarterly Statement from Behringer’s consolidated statement to a stand-alone TIER REIT statement. Please note that your TIER REIT shares will be transferred from the Behringer platform to TIER REIT. This transaction will be noted on your second quarter statement as a transfer of your shares from Behringer to TIER REIT. This change will not affect ownership of your shares. Stockholders who own shares of TIER REIT on September 30, 2015 will receive a TIER REIT quarterly statement for the third quarter.
Should you require additional information or need assistance regarding these events, please contact your financial representative or Shareholder Services at 1.844.782.0585. Additionally, visit our website at www.tierreit.com/ir to sign up for timely email communications and other information.
Sincerely,
Scott W. Fordham
Chief Executive Officer and President
