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 6, 2012
MPG OFFICE TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland (State or other jurisdiction of incorporation) | 001-31717 (Commission File Number) | 04-3692625 (IRS Employer Identification Number) |
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355 South Grand Avenue, Suite 3300 Los Angeles, California (Address of principal executive offices) | 90071 (Zip Code) |
(Registrant’s telephone number, including area code)
213-626-3300
N/A
(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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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| | | Regulation FD Disclosure. |
| | | Other Events. |
| | | Financial Statements and Exhibits. |
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| Exhibit 99.1 | Press release dated June 7, 2012 |
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| Section 7 – Regulation FD |
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| Item 7.01 | Regulation FD Disclosure. |
As discussed in Item 8.01, on June 7, 2012, MPG Office Trust, Inc. (the “Company”) issued a press release announcing that the Company and the special servicer for 3800 Chapman, a property located in Central Orange County, entered into an agreement dated as of June 6, 2012.
The information being furnished pursuant to Item 7.01 shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
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| Section 8 – Other Events |
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| Item 8.01 | Other Events. |
On June 7, 2012, the Company issued a press release announcing that the Company and the special servicer for 3800 Chapman, a property located in Central Orange County, entered into an agreement dated as of June 6, 2012, as described in a press release, a copy of which is furnished as Exhibit 99.1 herewith.
Pursuant to this agreement, the Company will temporarily remain the title holder of the asset until 3800 Chapman is transferred to another party or there is a completed foreclosure, with a definitive outside date of December 31, 2012, at which time the Company will cease to own the asset. We are not obligated to pay any amounts and are not subject to any liability or obligation in connection with our exit from the asset, other than to cooperate in the sale or other disposition. Pursuant to this agreement, we are released of nearly all potential claims under the loan documents, except for certain environmental claims and other very limited potential claims that we consider immaterial. Also pursuant to this agreement, we received a release of all claims under the guaranty of partial payment related to the loan in return for payment by the Company of $2 million.
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| Section 9 – Financial Statements and Exhibits |
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| Item 9.01 | Financial Statements and Exhibits. |
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| (a) | Financial statements of businesses acquired: None. |
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| (b) | Pro forma financial information: None. |
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| (c) | Shell company transactions: None. |
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| (d) | Exhibits: |
The following exhibit is furnished with this Current Report on Form 8-K:
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| Exhibit No. | | Description |
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| 99.1** | | Press release dated June 7, 2012 |
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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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| | MPG OFFICE TRUST, INC. Registrant |
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| | /s/ JONATHAN L. ABRAMS |
| | Jonathan L. Abrams Executive Vice President, General Counsel and Secretary |
Dated: As of June 7, 2012
