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): | | August 19, 2016 |
Hines Real Estate Investment Trust, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
|
| | |
| | | |
| Maryland | 000-50805 | 20-0138854 |
____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
| 2800 Post Oak Blvd, Suite 5000, Houston, Texas | | 77056-6118 |
_________________________________ (Address of principal executive offices) | | ___________ (Zip Code) |
|
| | |
| | | |
| Registrant’s telephone number, including area code: | | (888) 220-6121 |
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))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 19, 2016, Hines REIT 321 North Clark LLC, a wholly-owned subsidiary of Hines Real Estate Investment Trust, Inc. (“Hines REIT”) sold 321 North Clark to Diversified 321 North Clark LLC (the “Purchaser”). 321 North Clark is an office building located in Chicago, Illinois. The Purchaser is owned and controlled by an unaffiliated third party, which has a 95% interest in the Purchaser. Hines Interests Limited Partnership, the sponsor of Hines REIT, has a 5% interest in the Purchaser. Hines Interests Limited Partnership is owned and controlled by Jeffrey Hines, the Chairman of Hines REIT’s board of directors and his father, Gerald Hines.
The sales price for 321 North Clark was approximately $340.1 million, prior to the deduction of transaction costs and certain other closing credits and any adjustments for prorations. The net proceeds received by Hines REIT from this sale were $330.7 million after transaction costs.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information. The following financial information is submitted at the end of this Current Report on Form 8-K and is filed herewith and incorporated herein by reference:
Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2016
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2016 and the Years Ended December 31, 2015
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
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 thereunto duly authorized.
|
| | | | |
| | | HINES REAL ESTATE INVESTMENT TRUST, INC. |
| | | | | |
| August 25, 2016 | | By: | /s/ J. Shea Morgenroth | |
| | | | J. Shea Morgenroth | |
| | | | Chief Accounting Officer and Treasurer | |
Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Financial Statements
On August 19, 2016, a wholly-owned subsidiary of Hines Real Estate Investment Trust, Inc. (“Hines REIT”) sold 321 North Clark, an office building located in Chicago, Illinois, to Diversified 321 North Clark LLC (the “Purchaser”). The sales price for 321 North Clark was approximately $340.1 million, prior to the deduction of transaction costs and certain other closing credits and any adjustments for prorations. The net proceeds received from this sale were $330.7 million after transaction costs. The Purchaser is owned and controlled by an unaffiliated third party, which has a 95% interest in the Purchaser. Hines Interests Limited Partnership, the sponsor of Hines REIT, has a 5% interest in the Purchaser. Hines Interests Limited Partnership is owned and controlled by Jeffrey Hines, the Chairman of Hines REIT’s board of directors and his father, Gerald Hines.
The following unaudited pro forma condensed consolidated financial information gives effect to the disposition of 321 North Clark, including the receipt of proceeds from the sale. In our opinion, all material adjustments necessary to reflect the effects of the above transaction have been made.
Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2016
(In thousands)
The following unaudited Pro Forma Condensed Consolidated Balance Sheet is presented assuming the disposition of 321 North Clark had occurred as of June 30, 2016. This unaudited Pro Forma Condensed Consolidated Balance Sheet should be read in conjunction with our unaudited Pro Forma Condensed Consolidated Statements of Operations appearing herein and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the six months ended June 30, 2016. This unaudited Pro Forma Condensed Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been had we completed this transaction on June 30, 2016, nor does it purport to represent our future financial position. |
| | | | | | | | | | | | | | | | | | | |
| | | As of June 30, 2016 (a) | | Adjustments for
321 North Clark | | | | Prior Dispositions Pro Forma Adjustments | | | Pro Forma |
| ASSETS | | | | | | | | | | | |
| Investment property, at cost: | | | | | | | | | | | |
| Buildings and improvements, net | | $ | — |
| | $ | — |
| | | | $ | — |
| | | $ | — |
|
| Land | | — |
| | — |
| | | | — |
| | | — |
|
| Total investment property | | — |
| | — |
| | | | — |
| | | — |
|
| | | | | | | | |
|
| | |
|
|
| Investments in unconsolidated entities | | 86,707 |
| | — |
| | | | — |
| | | 86,707 |
|
| Cash and cash equivalents | | 52,182 |
| | 329,018 |
| | (b) | | 358,446 |
| (e) | | 739,646 |
|
| Restricted cash | | — |
| | — |
| | | | — |
| | | — |
|
| Distributions receivable | | 1,238 |
| | — |
| | | | — |
| | | 1,238 |
|
| Tenant and other receivables, net | | — |
| | — |
| | | | — |
| | | — |
|
| Intangible lease assets, net | | — |
| | — |
| | | | — |
| | | — |
|
| Deferred leasing costs, net | | — |
| | — |
| | | | — |
| | | — |
|
| Deferred financing costs, net | | — |
| | — |
| | | | — |
| | | — |
|
| Other assets | | — |
| | — |
| | | | — |
| | | — |
|
| Assets held for sale | | 1,869,686 |
| | (211,623 | ) | | (c) | | (396,886 | ) | (f) | | 1,261,177 |
|
| TOTAL ASSETS | | $ | 2,009,813 |
| | $ | 117,395 |
| | | | $ | (38,440 | ) | | | $ | 2,088,768 |
|
| | | | | | | | |
| | |
|
| LIABILITIES AND EQUITY | | | | | | | |
| | |
|
| Liabilities: | | | | | | | |
| | |
|
| Accounts payable and accrued expenses | | $ | — |
| | $ | — |
| | | | $ | — |
| | | $ | — |
|
| Due to affiliates | | 5,667 |
| | (787 | ) | | (c) | | 6 |
| (f) | | 4,886 |
|
| Intangible lease liabilities, net | | — |
| | — |
| | | | — |
| | | — |
|
| Other liabilities | | — |
| | — |
| | | | — |
| | | — |
|
| Interest rate swap contracts | | — |
| | — |
| | | | — |
| | | — |
|
| Participation interest liability | | 131,876 |
| | — |
| | | | — |
| | | 131,876 |
|
| Distributions payable | | 14,994 |
| | — |
| | | | — |
| | | 14,994 |
|
| Notes payable, net | | — |
| | — |
| | | | — |
| | | — |
|
| Liabilities associated with assets held for sale | | 813,925 |
| | (152,890 | ) | | (c) | | (77,163 | ) | (f) | | 583,872 |
|
| Total liabilities | | 966,462 |
| | (153,677 | ) | | | | (77,157 | ) | | | 735,628 |
|
| | | | | | | | |
|
| | |
|
|
| Commitments and contingencies | | — |
| | — |
| | | | — |
| | | — |
|
| | | | | | | | |
| | |
|
| Equity: | | | | | | | |
| | |
|
| Preferred shares | | — |
| | — |
| | | | — |
| | | — |
|
| Common shares | | 223 |
| | — |
| | | | — |
| | | 223 |
|
| Additional paid-in capital | | 2,104,414 |
| | — |
| | | | — |
| | | 2,104,414 |
|
| Accumulated distributions in excess of earnings | | (1,060,217 | ) | | 271,072 |
| | (d) | | 38,717 |
| (g) | | (750,428 | ) |
| Accumulated other comprehensive income (loss) | | (1,069 | ) | | — |
| | | | — |
| | | (1,069 | ) |
| Total stockholders’ equity | | 1,043,351 |
| | 271,072 |
| | | | 38,717 |
| | | 1,353,140 |
|
| Noncontrolling interests | | — |
| | — |
| | | | — |
| | | — |
|
| Total equity | | 1,043,351 |
| | 271,072 |
| | | | 38,717 |
| | | 1,353,140 |
|
| TOTAL LIABILITIES AND EQUITY | | $ | 2,009,813 |
| | $ | 117,395 |
| | | | $ | (38,440 | ) | | | $ | 2,088,768 |
|
See notes to unaudited pro forma condensed consolidated financial statements.
Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2016
(In thousands, except per share amounts)
The following unaudited Pro Forma Condensed Consolidated Statement of Operations is presented assuming the disposition of 321 North Clark had occurred as of January 1, 2015. This unaudited Pro Forma Condensed Consolidated Statement of Operations should be read in conjunction with our unaudited Pro Forma Condensed Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our quarterly report on Form 10-Q for the six months ended June 30, 2016. This unaudited Pro Forma Condensed Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2015, nor does it purport to represent our future operations.
|
| | | | | | | | | | | | | | | | |
| | | Six Months Ended June 30, 2016 (a) | | Adjustments for 321 North Clark (b) | | Prior Dispositions Pro Forma Adjustments (c) | | Pro Forma |
| Revenues: | | |
| | | | | | |
| Rental revenue | | $ | 92,558 |
| | $ | (14,164 | ) | | $ | (18,129 | ) | | $ | 60,265 |
|
| Other revenue | | 9,818 |
| | (491 | ) | | (1,856 | ) | | 7,471 |
|
| Total revenues | | 102,376 |
| | (14,655 | ) | | (19,985 | ) | | 67,736 |
|
| Expenses: | | | | | |
| |
|
| Property operating expenses | | 27,619 |
| | (4,111 | ) | | (5,727 | ) | | 17,781 |
|
| Real property taxes | | 16,294 |
| | (3,958 | ) | | (3,935 | ) | | 8,401 |
|
| Property management fees | | 2,611 |
| | (485 | ) | | (527 | ) | | 1,599 |
|
| Depreciation and amortization | | 38,190 |
| | (3,715 | ) | | (5,910 | ) | | 28,565 |
|
| Asset management and acquisition fees | | 14,564 |
| | — |
| | — |
| | 14,564 |
|
| General and administrative | | 3,246 |
| | — |
| | — |
| | 3,246 |
|
| Transaction expenses | | 3,462 |
| | — |
| | — |
| | 3,462 |
|
| Impairment losses | | 23,463 |
| | — |
| | (1,774 | ) | | 21,689 |
|
| Total expenses | | 129,449 |
| | (12,269 | ) | | (17,873 | ) | | 99,307 |
|
| Operating income (loss) | | (27,073 | ) | | (2,386 | ) | | (2,112 | ) | | (31,571 | ) |
| Other income (expenses): | | | | | |
|
| |
|
|
| Gain (loss) on derivative instruments, net | | 8,398 |
| | — |
| | — |
| | 8,398 |
|
| Gain (loss) on settlement of debt | | (598 | ) | | — |
| | — |
| | (598 | ) |
| Equity in earnings (losses) of unconsolidated entities, net | | 7,043 |
| | — |
| | — |
| | 7,043 |
|
| Gain (loss) on sale of real estate investments | | 36,430 |
| | — |
| | — |
| | 36,430 |
|
| Interest expense | | (16,822 | ) | | 4,046 |
| | 1,038 |
| | (11,738 | ) |
| Interest income | | 63 |
| | (4 | ) | | (7 | ) | | 52 |
|
| Income (loss) from continuing operations before benefit (provision) for income taxes | | 7,441 |
| | 1,656 |
| | (1,081 | ) | | 8,016 |
|
| Benefit (provision) for income taxes | | (75 | ) | | — |
| | 63 |
| | (12 | ) |
| Income (loss) from continuing operations | | $ | 7,366 |
| | $ | 1,656 |
| | $ | (1,018 | ) | | $ | 8,004 |
|
| Income (loss) from continuing operations per common share | | $ | 0.03 |
| | | | | | $ | 0.04 |
|
| Weighted average number common shares outstanding | | 221,869 |
| | | | | | 221,869 |
|
See notes to unaudited pro forma condensed consolidated financial statements.
Hines Real Estate Investment Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2015
(In thousands, except per share amounts)
The following unaudited Pro Forma Condensed Consolidated Statement of Operations is presented assuming the disposition of 321 North Clark had occurred as of January 1, 2015. This unaudited Pro Forma Condensed Consolidated Statement of Operations should be read in conjunction with our unaudited Pro Forma Condensed Consolidated Balance Sheet and our historical financial statements and notes thereto as filed in our annual report on Form 10-K for the year ended December 31, 2015. This unaudited Pro Forma Condensed Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been had we completed this transaction on January 1, 2015, nor does it purport to represent our future operations.
|
| | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2015 (a) | | Adjustments for
321 North Clark
(b) | | Prior Dispositions Pro Forma Adjustments (c) | | Pro Forma |
| Revenues: | | |
| | | | | | |
|
| Rental revenue | | $ | 198,684 |
| | $ | (27,090 | ) | | $ | (49,771 | ) | | $ | 121,823 |
|
| Other revenue | | 20,105 |
| | (950 | ) | | (4,495 | ) | | 14,660 |
|
| Total revenues | | 218,789 |
| | (28,040 | ) | | (54,266 | ) | | 136,483 |
|
| Expenses: | | | | | |
| |
|
| Property operating expenses | | 59,996 |
| | (8,231 | ) | | (14,878 | ) | | 36,887 |
|
| Real property taxes | | 30,931 |
| | (7,416 | ) | | (7,413 | ) | | 16,102 |
|
| Property management fees | | 5,683 |
| | (946 | ) | | (1,473 | ) | | 3,264 |
|
| Depreciation and amortization | | 87,923 |
| | (7,415 | ) | | (15,787 | ) | | 64,721 |
|
| Acquisition related expense | | 505 |
| | — |
| | — |
| | 505 |
|
| Asset management and acquisition fees | | 36,576 |
| | — |
| | — |
| | 36,576 |
|
| General and administrative | | 6,635 |
| | — |
| | (3 | ) | | 6,632 |
|
| Impairment losses | | 19,663 |
| | — |
| | (11,865 | ) | | 7,798 |
|
| Total expenses | | 247,912 |
| | (24,008 | ) | | (51,419 | ) | | 172,485 |
|
| Operating income (loss) | | (29,123 | ) | | (4,032 | ) | | (2,847 | ) | | (36,002 | ) |
| Other income (expenses): | | | | | |
| |
|
| Gain (loss) on derivative instruments, net | | 16,945 |
| | — |
| | — |
| | 16,945 |
|
| Equity in earnings (losses) of unconsolidated entities, net | | 43,267 |
| | — |
| | — |
| | 43,267 |
|
| Gain (loss) on sale of real estate investments | | 50,144 |
| | — |
| | (20,747 | ) | | 29,397 |
|
| Interest expense | | (37,684 | ) | | 8,114 |
| | 4,630 |
| | (24,940 | ) |
| Interest income | | 46 |
| | (3 | ) | | (9 | ) | | 34 |
|
| Income (loss) from continuing operations before benefit (provision) for income taxes | | 43,595 |
| | 4,079 |
| | (18,973 | ) | | 28,701 |
|
| Benefit (provision) for income taxes | | (225 | ) | | — |
| | 191 |
| | (34 | ) |
| Income (loss) from continuing operations | | $ | 43,370 |
| | $ | 4,079 |
| | $ | (18,782 | ) | | $ | 28,667 |
|
| Income (loss) from continuing operations per common share | | $ | 0.19 |
| | | | | | $ | 0.13 |
|
| Weighted average number common shares outstanding | | 223,369 |
| | | | | | 223,369 |
|
See notes to unaudited pro forma condensed consolidated financial statements.
Hines Real Estate Investment Trust, Inc.
Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2016
| |
| a. | Reflects the Company's historical condensed consolidated balance sheet as of June 30, 2016. |
| |
| b. | Reflects the proceeds received from the sale of 321 North Clark less any cash on hand at 321 North Clark as of June 30, 2016. |
| |
| c. | Reflects the Company's disposition of 321 North Clark. Amounts represent the adjustments necessary to remove the assets and liabilities associated with 321 North Clark. |
| |
| d. | Reflects the adjustments related to the disposition of 321 North Clark and the gain on sale. |
| |
| e. | Reflects the proceeds received from the sale of seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, and JPMorgan Chase Tower less any cash on hand at the Grocery-Anchored Portfolio properties, exclusive of Champions Village, and JPMorgan Chase Tower as of June 30, 2016. |
| |
| f. | Reflects the Company's dispositions of seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, and JPMorgan Chase Tower. Amounts represent the adjustments necessary to remove the assets and liabilities associated with the Grocery-Anchored Portfolio, exclusive of Champions Village, and JPMorgan Chase Tower. |
| |
| g. | Reflects the adjustments related to the dispositions of seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, and JPMorgan Chase Tower and the gain on sale. |
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2016
| |
| a. | Reflects the Company's historical condensed consolidated statement of operations for the six months ended June 30, 2016. |
| |
| b. | Reflects the Company's disposition of 321 North Clark. Amounts represent the adjustments necessary to remove the historical revenues and expenses of 321 North Clark, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with 321 North Clark. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction. |
| |
| c. | Reflects the Company's dispositions of seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, and JPMorgan Chase Tower. Amounts represent the adjustments necessary to remove the historical revenues and expenses of seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, and JPMorgan Chase Tower, including property operating expenses, property taxes, management fees, depreciation and amortization, impairment losses, interest expense and interest income associated with seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, and JPMorgan Chase Tower. |
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2015
| |
| a. | Reflects the Company's historical condensed consolidated statement of operations for the year ended December 31, 2015. |
| |
| b. | Reflects the Company's disposition of 321 North Clark. Amounts represent the adjustments necessary to remove the historical revenues and expenses of 321 North Clark, including property operating expenses, property taxes, management fees, depreciation and amortization, interest expense and interest income associated with 321 North Clark. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction. |
| |
| c. | Reflects the Company's dispositions of seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, JPMorgan Chase Tower and 2555 Grand. Amounts represent the adjustments necessary to remove the historical revenues and expenses of seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, JPMorgan Chase Tower and 2555 Grand, including property operating expenses, property taxes, management fees, depreciation and amortization, general and administrative expenses, impairment losses, interest expense and interest income associated with seven of the Grocery-Anchored Portfolio properties, exclusive of Champions Village, JPMorgan Chase Tower and 2555 Grand. Such adjustments exclude the effect of the gain on sale, as this represents a non-recurring transaction. |
