FALSE000145293600014529362021-08-052021-08-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2021
PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
(Exact name of registrant specified in its charter)
______________________________________________________
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Maryland
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000-54382
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26-3842535
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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11766 Wilshire Blvd., Suite 1670
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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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 ☐
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 8.01 OTHER EVENTS.
On August 5, 2021 the board of directors of Pacific Oak Strategic Opportunity REIT, Inc. (the “Company”) approved Amendment 1 (the “Amendment”) to the Company’s Twelfth Amended and Restated Share Redemption Program (the “SRP”). The Amendment is effective as of August 20, 2021 and provides, that, pursuant to Section 4(b) of the SRP, an additional $30 million in funding is authorized for redemptions (excluding those submitted in connection with a stockholder’s death, qualifying disability or determination of incompetence). The Amendment also provides that the funding limitations set forth in Section 4(d) of the SRP shall not apply for the remainder of 2021. Finally, the Amendment provides that, for the avoidance of doubt, for purposes of Section 4(a) of the SRP, stockholders of the Company who received their shares in connection with the merger of Pacific Oak Strategic Opportunity REIT II, Inc. into a subsidiary of the Company shall be deemed to have held such shares in the Company for over a year. A copy of the Amendment is attached hereto as Exhibit 99.1 and incorporated by reference. The Amendment will be effective for the September 2021 redemption date, which is September 30, 2021.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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.
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PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
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Dated: August 6, 2021
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BY:
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/s/ Michael A. Bender
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Michael A. Bender
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Chief Financial Officer, Treasurer and Secretary
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AMENDMENT NO. 1 TO TWELFTH AMENDED AND RESTATED SHARE REDEMPTION PROGRAM
Effective as of August 20, 2021
The board of directors of Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the “Company”), has adopted this Amendment No. 1 (this “Amendment”) to the Twelfth Amended and Restated Share Redemption Program (the “SRP”), the terms and conditions of which are set forth below. Capitalized terms used below shall have the same meaning as given in the SRP unless otherwise defined herein.
1. Funding Limitations.
(a) Pursuant to Section 4(b) of the SRP, an additional $30 million in funding is authorized for redemptions (excluding those submitted in connection with a stockholder’s death, Qualifying Disability or Determination of Incompetence).
(b) The funding limitations set forth in Section 4(d) of the SRP shall not apply for the remainder of 2021.
(c) For the avoidance of doubt, for purposes of Section 4(a) of the SRP, stockholders of the Company who received their Shares in connection with the merger of Pacific Oak Strategic Opportunity REIT II, Inc. (“SOR II”) into a subsidiary of the Company shall be deemed to have held such Shares in the Company for over a year.