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 4, 2019
PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
(Exact name of registrant specified in its charter)
______________________________________________________

Maryland
 
000-54382
 
26-3842535
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

11150 Santa Monica Blvd., Suite 400
Los Angeles, California 90025
(Address of principal executive offices)

Registrant's telephone number, including area code: (424) 208-8100

Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
N/A
N/A
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 o
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. o
 
 
 
 
 




ITEM 7.01 REGULATION FD DISCLOSURE
On November 5, 2019, Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (“SOR”) issued a press release announcing the completion of the Merger (as defined below). The press release is attached as Exhibit 99.1 hereto and is incorporated in its entirety into this Item 7.01 by reference.
The information under this Item 7.01 of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01 OTHER EVENTS
On November 4, 2019 (the “Closing Date”), SOR completed its previously announced acquisition of Reven Housing REIT, Inc., a Maryland corporation (“Reven”), pursuant to the Agreement and Plan of Merger, dated as of August 30, 2019 (as amended, the “Merger Agreement”), by and among SOR, SOR PORT Holdings, LLC, a Maryland limited liability company and a wholly owned subsidiary of SOR (“Parent”), SOR PORT, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Reven. Reven is an internally managed Maryland corporation that engages in the acquisition, ownership and operation of portfolios of leased single-family homes in the United States. However, following acquisition, all the employees were terminated and the external manager of SOR took over management responsibility of Reven.
On the Closing Date, as a result of the Merger, each outstanding share of Reven common stock, par value $0.01 per share, was converted into the right to receive $5.13 in cash from Parent, which amount funded from SOR.
The aggregate value of the consideration paid to former holders of Reven common stock described above in connection with the Merger was approximately $56.6 million in cash.
At the closing of the Merger, Reven changed its name to Pacific Oak Residential Trust, Inc. (“PORT”). On November 5, 2019, PORT issued $15.0 million of shares of “6.0% Series A Cumulative Convertible Redeemable Preferred Stock”, that are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to Rule 506(c) of Regulation D promulgated under the Securities Act. 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
 
Exhibits
 
 
 
Ex.
 
Description
 
 
 
99.1
 


1



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.
 
 
 
 
 
 
 
PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
 
 
 
Dated: November 5, 2019
 
BY:
 
/s/ Jeffrey K. Waldvogel
 
 
 
 
Jeffrey K. Waldvogel
 
 
 
 
Chief Financial Officer
 
 
 
 
 




Exhibit 99.1

PACIFIC OAK ACQUIRES REVEN HOUSING VIA MERGER
REVEN HOUSING REIT, INC. ACQUIRED BY
PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
BUSINESS RELAUNCHED AS
PACIFIC OAK RESIDENTIAL TRUST, INC.
CLOSES SERIES A PREFERRED STOCK OFFERING
LOS ANGELES, CALIFORNIA, November 5, 2019-Pacific Oak Strategic Opportunity REIT, Inc. (formerly known as KBS Strategic Opportunity REIT, Inc.), a Maryland corporation (“SOR”), announced today the closing of the previously announced merger of Reven Housing REIT, Inc., a Maryland corporation (the “Company” or “Reven”), with SOR PORT, LLC, a Maryland limited liability company and an indirect, wholly-owned subsidiary of SOR, for approximately $56.6 million in cash, or $5.13 per share of Reven common stock. At the closing of the merger, Reven became an indirect, wholly-owned subsidiary of SOR and changed its name to “Pacific Oak Residential Trust, Inc.” (“PORT”).
Additionally, on November 5, 2019, following the closing of the merger, PORT closed the previously announced offering pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of newly-created 6.0% Series A Cumulative Convertible Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), to its former stockholders of record who are “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act). The offering of the Series A Preferred Stock expired at 5:00 p.m., Eastern Time, on October 31, 2019. At the closing of the offering, PORT issued and sold 15,000 shares of Series A Preferred Stock, at a price of $1,000 per share of Series A Preferred Stock, for total gross proceeds of $15 million.
“Today marks a significant step forward in the development of Pacific Oak’s residential investment business, which we will consolidate within PORT,” said Keith Hall, Chief Executive Officer of SOR. “The Reven transaction follows on SOR’s prior single-family residential investments, including our March investment into Battery Point Trust, Inc. Collectively, these represent the first steps in maximizing the value of our residential investments for our shareholders.”




“We are particularly pleased with the preferred stock transaction,” added Peter McMillan, SOR’s Chairman of the Board. “This transaction represents a strategic investment from a new group of Chinese investors, complementing SOR’s successful prior capital raise in Israel, as well as our successful capital raises in Singapore through Keppel Pacific Oak US REIT.”
Chad Carpenter, Reven’s Chairman of the Board and Chief Executive Officer, stated, “I would like to personally thank our investors, business partners and the Reven management team for their support as we grew Reven from the ground up to a successful public company.  We are delighted to have completed the merger with SOR, which has delivered immediate and substantial cash value to all Reven stockholders.”
About Pacific Oak Strategic Opportunity REIT, Inc.
Pacific Oak Strategic Opportunity REIT, Inc. is a non-traded Real Estate Investment Trust (REIT) designed to provide stockholders attractive total returns through the purchase of commercial real estate and related investments offering attractive risk-adjusted returns. SOR invests across all real asset classes, including debt, equity, and corporate investments, targeting both developed and less liquid markets.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements regarding SOR’s intention to consolidation of the residential investment business within PORT, and statements containing words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other similar expressions. All statements in this Current Report that are not historical facts are forward-looking statements that reflect the best judgment of the Company based upon currently available information.
Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause its actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in the Company’s filings with the SEC.
Risks and uncertainties related to the proposed consolidation of the of the residential investment business within PORT include, but are not limited to, adverse effects on the Company’s stock price resulting from the announcement of the proposed consolidation, competitive responses to the announcement of the proposed consolidation, and any changes in general economic and/or industry-specific conditions.




In addition to the factors set forth above, other factors that may affect the Company’s plans, results or stock price are set forth in its most recent Annual Report on Form 10-K and in its subsequently filed reports on Forms 10-Q and 8-K.
Many of these factors are beyond the Company’s control. The Company cautions investors that any forward-looking statements made by it are not guarantees of future performance. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.


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