SUMMARY

The following summary highlights some of the information contained in this proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the Merger Agreement, the Merger and the SOR II Charter Amendment, SOR II and SOR encourage you to read carefully this entire proxy statement/prospectus, including the attached Annexes and the other documents to which we have referred you because this summary does not provide all the information that might be important to you with respect to the Merger. See also the section entitled “Where You Can Find More Information” beginning on page 212. We have included page references to direct you to a more complete description of the topics presented in this summary.

The Companies

Pacific Oak Strategic Opportunity REIT II, Inc.

SOR II is a public, non-traded REIT that was formed as a Maryland corporation on February 6, 2013, and elected to be taxed as a REIT for U.S. federal income tax purposes for the year ended December 31, 2014, and each year thereafter.

SOR II invests in and manages a portfolio of opportunistic real estate, real estate-related loans, real estate equity securities and other real estate-related investments located in the United States and Europe. As of March 31, 2020, SOR II had invested in two hotel properties, three office properties and one apartment building and owned two investments in unconsolidated joint ventures and two investments in real estate equity securities. Additionally, as of March 31, 2020, SOR II had entered into a consolidated joint venture to develop one office/retail property. SOR II conducts its business primarily through its operating partnership, SOR II OP, and its subsidiaries. SOR II is externally managed by the Advisor. The principal executive offices of SOR II are located at 11766 Wilshire Blvd., Suite 1670, Los Angeles, California 90025.

For more information on SOR II, please see SOR II’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, copies of which are attached to this proxy statement/prospectus as Annex D and Annex E, respectively.

Pacific Oak Strategic Opportunity REIT, Inc. and Pacific Oak SOR II, LLC

SOR is a public, non-traded REIT that was formed as a Maryland corporation on October 8, 2008, and elected to be taxed as a REIT for U.S. federal income tax purposes for the year ended December 31, 2010, and each year thereafter.

SOR invests in and manages a portfolio of opportunistic real estate, real estate-related loans, real estate equity securities and other real estate-related investments located in the United States. As of March 31, 2020, SOR consolidated six office properties, one office portfolio consisting of four office buildings and 14 acres of undeveloped land, one apartment property, three investments in undeveloped land with approximately 1,000 developable acres and one residential home portfolio consisting of 993 single-family homes and owned five investments in unconsolidated joint ventures and three investments in real estate equity securities. SOR owns its interests in all of its properties and conducts substantially all of its business through its operating partnership, SOR OP. SOR is externally managed by the Advisor. The principal executive offices of SOR are located at 11766 Wilshire Blvd., Suite 1670, Los Angeles, California 90025.

Merger Sub is a Maryland limited liability company and an indirect wholly owned subsidiary of SOR formed solely for the purpose of entering into the Merger Agreement and effecting the Merger. Upon completion

of the Merger, SOR II will be merged with and into Merger Sub, with Merger Sub continuing as the Surviving Entity and a wholly owned subsidiary of SOR. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement.

For more information on SOR, please see SOR’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, copies of which are attached to this proxy statement/prospectus as Annex F and Annex G, respectively.

The Combined Company

The Combined Company will retain the name “Pacific Oak Strategic Opportunity REIT, Inc.” and will continue to be a Maryland corporation. If the Merger were consummated on March 31, 2020, the Combined Company would own approximately $2.6 billion¹ in gross real estate and real estate-related assets. If the Merger were consummated on March 31, 2020, the Combined Company’s portfolio would consist of nine office properties, one office portfolio consisting of four office buildings with approximately 3.8 million rentable square feet and 78.7% leased occupancy (based on data as of March 31, 2020) and 14 acres of undeveloped land, two hotel properties, two apartment properties, one residential home portfolio consisting of 993 single-family rental homes, three investments in undeveloped land with approximately 1,000 developable acres, an investment in an office/retail property redevelopment, six investments in unconsolidated entities and three investments in real estate equity securities.

The business of the Combined Company will be operated through SOR OP and its subsidiaries and externally managed by the Advisor.

The Combined Company’s principal executive offices will continue to be located at 11766 Wilshire Blvd., Suite 1670, Los Angeles, California 90025, and its telephone number is (949) 417-6500.

The Merger

The Merger Agreement

On February 19, 2020, SOR II and the SOR Parties entered into the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus, and incorporated herein by reference. SOR II and SOR encourage you to carefully read the Merger Agreement in its entirety because it is the principal document governing the Merger and the other transactions contemplated by the Merger Agreement.

The Merger Agreement provides that the closing of the Merger will take place at 10:00 a.m. Eastern Time no later than the third business day following the date on which the last of the conditions to closing of the Merger has been satisfied or waived, or at such other place and date as may be agreed to in writing by SOR II and SOR.

The Merger

Subject to the terms and conditions of the Merger Agreement, at the completion of the Merger, SOR II will merge with and into Merger Sub, with Merger Sub surviving the Merger as the Surviving Entity, such that following the Merger, the Surviving Entity will continue as a wholly owned subsidiary of SOR. The Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Code.

Consideration to be Received in the Merger

At the effective time of the Merger and by virtue of the Merger, each issued and outstanding share of SOR II Common Stock (or fraction thereof) will be cancelled and converted into the right to receive 0.9643 shares of SOR Common Stock (or fraction thereof).

Upon completion of the Merger, based on the number of shares of SOR Common Stock and SOR II Common Stock outstanding on the Record Date, continuing SOR stockholders will own approximately 70.5% of the issued and outstanding shares of the Combined Company’s common stock, and former SOR II stockholders will own approximately 29.5% of the issued and outstanding shares of the Combined Company’s common stock.

Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the SOR II Board considered the recommendation of the SOR II Special Committee. The SOR II Special Committee, prior to making its unanimous recommendation, consulted with its independent legal and financial advisors. In deciding to declare advisable and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and to recommend that SOR II stockholders vote to approve the Merger and the Charter Amendment, the SOR II Board and SOR II Special Committee considered a number of factors, including various factors that the SOR II Board and the SOR II Special Committee viewed as supporting their respective decisions with respect to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. In the course of their evaluations of the proposed transactions, the SOR II Special Committee and the SOR II Board also considered a variety of risks and other potentially negative factors concerning the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

A detailed discussion of the factors considered by the SOR II Special Committee and the SOR II Board in reaching their decisions to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in “The Merger—Recommendation of the SOR II Board and Its Reasons for the Merger” beginning on page 139.

In evaluating the Merger Agreement, Merger and the other transactions contemplated by the Merger Agreement, the SOR Board considered the recommendation of the SOR Special Committee. The SOR Special Committee, prior to making its unanimous recommendation, evaluated the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement in consultation with its outside legal and financial advisors. In deciding to declare advisable and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the SOR Board and SOR Special Committee considered a number of factors, including various factors that the SOR Board and the SOR Special Committee viewed as supporting their respective decisions with respect to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A detailed discussion of certain factors considered by the SOR Special Committee and the SOR Board in reaching their decisions to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in the section entitled “The Merger—SOR’s Reasons for the Merger” beginning on page 144.

Recommendation of the SOR II Board

On February 19, 2020, after careful consideration, members of the SOR II Board, based on the unanimous recommendation of the SOR II Special Committee, (i) determined that the Merger, the SOR II Charter Amendment and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of SOR II, and that the Merger Agreement, the Merger and the other transactions contemplated by the

Merger Agreement are fair and reasonable to SOR II and on terms and conditions no less favorable to SOR II than those available from unaffiliated third parties, (ii) approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and (iii) directed that the Merger and the SOR II Charter Amendment be submitted to a vote of the SOR II stockholders. Certain factors considered by the SOR II Board in reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in “The Merger—Recommendation of the SOR II Board and Its Reasons for the Merger” beginning on page 139.

The SOR II Board recommends that SOR II stockholders vote (i) FOR the Merger Proposal, (ii) FOR the SOR II Charter Amendment Proposal and (iii) FOR the Adjournment Proposal.

Summary of Risks Related to the Merger

You should consider carefully the risk factors described below together with all of the other information included in this proxy statement/prospectus before deciding how to vote. The risks related to the Merger are described under “Risk Factors—Risks Related to the Merger” beginning on page 29. Certain of the risks related to the Merger, include, among others, the following:

The SOR II Special Meeting

The SOR II Special Meeting will be held as a “virtual meeting” via live webcast at 10:00 a.m. Pacific Time on October 1, 2020. To be admitted to the live webcast for the SOR II Special Meeting you must register at www.proxydocs.com/pacoak by 2:00 p.m. Pacific Time on September 29, 2020. You will be asked to provide the control number located inside the shaded gray box on your proxy card. After completion of your registration by the registration deadline, further instructions, including a unique link to access the SOR II Special Meeting, will be emailed to you.

At the SOR II Special Meeting, the SOR II stockholders will be asked to consider and vote upon the following matters:

Approval of the Merger Proposal and the SOR II Charter Amendment Proposal each requires the affirmative vote of a majority of all of the votes entitled to be cast on such proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of all of the votes cast on such proposal.

As of the Record Date, there were 30,063,748 shares of SOR II Common Stock outstanding, of which 1.1% were held by Excluded Holders. As of the Record Date, no shares of SOR II Common Stock other than those held by Excluded Holders were held by SOR II directors, executive officers or their affiliates. Although Excluded Holders are entitled to vote the shares of SOR II Common Stock owned by them on the SOR II Charter Amendment Proposal and the Adjournment Proposal, they are not entitled to vote such shares on the Merger Proposal.

Your vote as a SOR II stockholder is very important regardless of how many shares of SOR II Common Stock you own.

Opinion of SOR II Special Committee’s Financial Advisor

On February 19, 2020, SunTrust Robinson Humphrey rendered its oral opinion to the SOR II Special Committee (which was subsequently confirmed in writing by delivery of SunTrust Robinson Humphrey’s written opinion dated February 19, 2020) as to, as of February 19, 2020, the fairness, from a financial point of view, to the holders of SOR II Common Stock other than SOR, the Advisor and their respective affiliates of the Exchange Ratio in the Merger pursuant to the Merger Agreement.

SunTrust Robinson Humphrey’s opinion was directed to the SOR II Special Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of SOR II Common Stock other than SOR, the Advisor and their respective affiliates of the Exchange Ratio in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any agreement, arrangement or understanding entered into in connection therewith or otherwise. The summary of SunTrust Robinson Humphrey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to

this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by SunTrust Robinson Humphrey in preparing its opinion. However, neither SunTrust Robinson Humphrey’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation as to, or otherwise address, how the SOR II Special Committee, the SOR II Board or any holder of SOR II Common Stock should act or vote with respect to any matter relating to the Merger or otherwise.

See “The Merger—Opinion of SOR II Special Committee’s Financial Advisor” beginning on page 145.

Stock Ownership of Directors and Executive Officers of SOR II

At the close of business on the Record Date, the executive officers and directors of SOR II collectively held beneficial interests in 336,315 shares of SOR II Common Stock, collectively representing approximately 1.1% of all the shares of SOR II Common Stock outstanding and entitled to vote. See “The Companies—Pacific Oak Strategic Opportunity REIT II, Inc.—Stock Ownership” beginning on page 112.

Directors and Management of the Combined Company After the Merger

The SOR Board currently consists of five directors and, upon the consummation of the Merger, all of the directors of SOR immediately prior to the effective time of the Merger are expected to comprise the board of directors of the Combined Company after the effective time of the Merger.

The executive officers of SOR immediately prior to the effective time of the Merger are expected to continue to serve as the executive officers of the Combined Company after the effective time of the Merger, with Keith D. Hall continuing to serve as the Chief Executive Officer, Peter McMillan III continuing to serve as Chairman of the Board and President and Michael A. Bender continuing to serve as Executive Vice President, Chief Financial Officer, Treasurer and Secretary. We note that SOR and SOR II currently have the same executive officers.

Interests of SOR II’s and SOR’s Directors and Executive Officers in the Merger

KBS Capital Advisors LLC (“KBS”), former external advisor to SOR and SOR II, owns shares of SOR Common Stock and SOR II Common Stock. Keith D. Hall and Peter McMillan III, two of the executive officers and directors of each of SOR II and SOR, share ownership and control of KBS with Charles J. Schreiber, Jr. In addition, two former executive officers of SOR and SOR II, Jeffrey K. Waldvogel and Stacie K. Yamane, continue to be employed by KBS or its affiliates. Messrs. Hall and McMillan also own shares of SOR Common Stock and SOR II Common Stock through Willowbrook Capital Group, LLC, an entity they own and control. See “The Companies—Pacific Oak Strategic Opportunity REIT, Inc. and Pacific Oak SOR II, LLC—Stock Ownership” beginning on page 70 and “The Companies—Pacific Oak Strategic Opportunity REIT II, Inc.—Stock Ownership” on beginning page 112 for more information.

In addition to their interests in the Merger as stockholders, some of SOR II and SOR directors and executive officers have interests in the Merger that differ from, or are in addition to, the interests of the SOR II stockholders. The SOR II Special Committee and the SOR II Board were each aware of these interests and considered them, among other things, in reaching their decision to approve the Merger, the Merger Agreement and the other transactions contemplated by the Merger Agreement. Specifically, Keith D. Hall and Peter McMillan III control and indirectly own the Sponsor and the Advisor. Messrs. Hall and McMillan are also two of SOR II’s and SOR’s executive officers and directors. In addition, an executive officer of SOR and SOR II, Michael A. Bender, is employed by the Advisor or its affiliates. The Advisor earns fees from its advisory

agreements with SOR II and SOR. The Merger may make it more likely that the Advisor will continue to earn fees with respect to SOR’s and SOR II’s assets, as compared to other strategic alternatives for SOR II (such as a sale of SOR II’s assets to a third party for cash).

Relationship of SOR II and SOR

The Sponsor, which is the sponsor of both SOR and SOR II, is controlled and owned by Keith D. Hall and Peter McMillan III. The Sponsor is the sole owner of Pacific Oak Advisors LLC, which is the advisor to both SOR II and SOR. Messrs. Hall and McMillan are two of the executive officers and directors of each of SOR II and SOR. The Advisor is owned and controlled by the Sponsor.

Indemnification and Insurance

For a period of six years after the effective time of the Merger, pursuant to the terms of the Merger Agreement and subject to certain limitations, SOR will, and will cause the Surviving Entity to, indemnify, defend and hold harmless the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of SOR II or any of the SOR II subsidiaries for any action or omission or alleged action or omission at or prior to the effective time of the Merger, including with respect to the transactions contemplated by the Merger Agreement. SOR and Merger Sub have agreed that, for a period of six years after the effective time of the Merger, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the Merger, and advancement of expenses, provided in the governing documents of SOR II or similar organizational documents or agreements of any subsidiary of SOR II and any indemnification agreements of SOR II will survive the Merger and will continue in full force and effect in accordance with their terms. For a period of six years after the effective time of the Merger, the organizational documents of SOR and the Surviving Entity and the organizational documents of any applicable subsidiary of SOR or SOR II will not have indemnification and director and officer liability limitation provisions less favorable than such provisions in the SOR II or the SOR II OP organizational documents, or, if applicable, similar organizational documents or agreements of any subsidiary of SOR II.

SOR II will use commercially reasonable efforts to obtain extended reporting period coverage under SOR II’s existing directors’ and officers’ liability insurance policies, or the substantial equivalent of such coverage, for a period of six years after the effective time of the Merger, to be effective as of the effective time of the Merger, for a cost not in excess of three times the current annual premiums for such insurance. If SOR II is unable to obtain such coverage using commercially reasonable efforts, then SOR may, at its option, authorize a higher premium for SOR II to obtain such coverage or authorize a scope of coverage that provides coverage that is the substantially equivalent of or superior to the coverage currently available under SOR II’s existing directors’ and officers’ liability insurance policies. In any case, if SOR II is unable to obtain such extended coverage under the foregoing parameters, then SOR or the Surviving Entity will continue to maintain in effect, for a period of six years after the effective time of the Merger, directors’ and officers’ liability insurance with coverage at least as favorable as SOR II’s existing directors’ and officers’ liability insurance policies; provided, however, that neither SOR nor the Surviving Entity shall be required to pay annual premiums for such insurance in excess of three times the most recent annual premiums paid by SOR II for such insurance. SOR and the Surviving Entity will not take any action to terminate or modify the terms of any such extended reporting period coverage.

Dissenters’ and Appraisal Rights in the Merger

No dissenters’ or appraisal rights or rights of objecting stockholders will be available with respect to the Merger.

Conditions to Completion of the Merger

As more fully described in this proxy statement/prospectus and the Merger Agreement, the obligation of each of SOR II and SOR to complete the Merger and the other transactions contemplated by the Merger Agreement is subject to the satisfaction or, to the extent permitted by law, waiver by the applicable party, at or prior to the effective time of the Merger, of a number of closing conditions. These conditions include, among other things:

Neither SOR II nor SOR can give any assurance as to when or if all of the conditions to the consummation of the Merger will be satisfied or waived or that the Merger will occur. See “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 183 for more information.

Regulatory Approvals Required for the Merger

SOR II and SOR are not aware of any material federal or state regulatory requirements that must be complied with, or regulatory approvals that must be obtained, in connection with the Merger or the other transactions contemplated by the Merger Agreement.

SOR II Go Shop Period; Acquisition Proposals

Until the Go Shop Period End Time, which ended at 11:59 p.m. (New York City time) on April 4, 2020, under certain specified circumstances, SOR II, its subsidiaries and their respective representatives had the right to:

Following the signing of the Merger Agreement, at the direction and on behalf of the SOR II Special Committee, representatives of SunTrust Robinson Humphrey solicited interest in an alternative transaction in accordance with the go shop provisions of the Merger Agreement. In connection with the solicitation of interest, SunTrust Robinson Humphrey representatives contacted 57 potential buyers. Three parties signed non-disclosure agreements and were provided access to a data room with SOR II information relevant to the go shop process, but all three parties thereafter declined to continue with the process. SunTrust Robinson Humphrey had a telephonic meeting with one additional party, which party decided not to proceed.

No Solicitation and Change in Recommendation with Acquisition Proposal

Beginning at the Go Shop Period End Time, except as described below, the Merger Agreement provides that SOR II may not, and will cause its subsidiaries not to, initiate, solicit, knowingly encourage or facilitate any inquiries, proposals or offers for, or engage in any negotiations concerning, or provide any confidential or nonpublic information or data to, or have any discussions with, any persons relating to any inquiry, proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal.

At any time after the Go Shop Period End Time and prior to obtaining the necessary approvals of the SOR II stockholders, SOR II may, if and only to the extent that the SOR II Special Committee has either determined that an Acquisition Proposal constitutes a Superior Proposal or determined in good faith after consultation with outside legal counsel and outside financial advisors that an Acquisition Proposal could reasonably be expected to lead to a Superior Proposal:

At any time prior to obtaining the necessary approvals of the SOR II stockholders, SOR II has the right, upon receipt of a written Acquisition Proposal that constitutes a Superior Proposal that did not result from a breach of the non-solicitation provisions of the Merger Agreement, to give notice of its intention to terminate the Merger Agreement to enter into an Alternative Acquisition Agreement for such Superior Proposal and/or effect an Adverse Recommendation Change, subject to the following conditions:

For more information regarding the limitations on SOR II, the SOR II Board and the SOR II Special Committee to consider other proposals, see “The Merger Agreement—Covenants and Agreements” beginning on page 185.

Termination of the Merger Agreement

SOR II and SOR may, by written consent, mutually agree to terminate the Merger Agreement before completing the Merger, even after the approval of SOR II stockholders.

The Merger Agreement may also be terminated prior to the effective time of the Merger by either SOR II (with prior approval of the SOR II Special Committee) or SOR (with prior approval of the SOR Special Committee) if any of the following occur, each subject to certain exceptions:

The Merger Agreement may also be terminated prior to the effective time of the Merger by SOR (with the prior approval of the SOR Special Committee) upon either of the following, each subject to certain exceptions:

The Merger Agreement may also be terminated prior to the effective time of the Merger by SOR II (with the prior approval of the SOR II Special Committee) upon either of the following:

For more information regarding the rights of SOR II and SOR to terminate the Merger Agreement, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page 195.

Termination Fee and Expense Reimbursement

All expenses incurred in connection with the Merger Agreement and the other transactions contemplated by the Merger Agreement will generally be paid by the party incurring such expenses, provided that SOR II and SOR will share equally the filing fees for the registration statement on Form S-4 of which this proxy statement/prospectus forms a part as may be required to consummate the transactions contemplated by the Merger Agreement. Additionally, upon termination of the Merger Agreement in certain circumstances, the Merger Agreement provides for (i) the payment of a termination fee to SOR by SOR II of $4,640,000 (in the case of termination to accept a Superior Proposal in connection with the go shop provisions of the Merger Agreement) or $9,280,000 (in connection with termination to accept a Superior Proposal thereafter or a termination as a result of SOR II violating its non-solicitation obligations) and (ii) in the case of a termination as a result of a breach, the breaching party to reimburse the non-breaching party for up to $3,000,000 of the non-breaching party’s expenses.

See “The Merger Agreement—Termination of the Merger Agreement—Termination Fee and Expense Reimbursement” beginning on page 196 for more information on the termination fees that could be payable by SOR II to SOR.

Material U.S. Federal Income Tax Consequences of the Merger

SOR II and SOR intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The closing of the Merger is conditioned on the receipt by SOR and SOR II of an opinion from its respective tax counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, a holder of shares of SOR II Common Stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of SOR Common Stock in exchange for shares of SOR II Common Stock in connection with the Merger.

For further discussion of certain U.S. federal income tax consequences of the Merger and the ownership and disposition of SOR Common Stock, see “U.S. Federal Income Tax Considerations” beginning on page 155. SOR II stockholders should consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the Merger and the ownership and disposition of SOR Common Stock.

Accounting Treatment of the Merger

SOR prepares its financial statements in accordance with U.S. generally accepted accounting principles, which we refer to herein as “GAAP.” The Merger will be treated as an business combination under GAAP. See “Accounting Treatment” on page 178 for more information.

Comparison of Rights of SOR II Stockholders and SOR Stockholders

At the effective time of the Merger, SOR II stockholders will become SOR stockholders and, accordingly, their rights will be governed by the SOR Charter and SOR bylaws and the laws of the state of Maryland. The SOR Charter and SOR bylaws contain certain provisions that are different from the SOR II Charter and SOR II bylaws.

For a summary of certain differences between the rights of SOR II stockholders and SOR stockholders, see “Comparison of Rights of the SOR II stockholders and the SOR stockholders” beginning on page 210.