FALSE000163125600016312562024-04-282024-04-28
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): April 28, 2024
KBS GROWTH & INCOME REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________ | | | | | | | | | | | | | | |
| Maryland | | 000-56050 | | 47-2778257 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
(Address of principal executive offices)
Registrant's telephone number, including area code: (949) 417-6500
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: | | | | | | | | |
| 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 ☐
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. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Renewal of the Advisory Agreement
On April 28, 2024, KBS Growth & Income REIT, Inc., (the “Company”), renewed the advisory agreement with KBS Capital Advisors LLC (the “Advisor”). The renewed advisory agreement is effective through April 28, 2025; however, either party may terminate the renewed advisory agreement without cause or penalty upon providing 60 days’ written notice and upon payment by the Company to its stockholders of the final liquidating distribution pursuant to the Company’s complete plan of liquidation and dissolution, the advisory agreement will terminate automatically without further action by or on behalf of the Company or the Advisor. The terms of the renewed advisory agreement are identical to those of the advisory agreement that was previously in effect; however, the renewed advisory agreement confirms that no fees are payable under the advisory agreement as the Advisor has previously waived payment of any fees through the liquidation of the Company. In addition, the renewed advisory agreement provides for its automatic termination upon payment of the final liquidating distribution as discussed above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| | | | | | | | |
| (d) | | Exhibits |
| | |
| Ex. | | Description |
| | |
| 10.1 | | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | | | | | | | | | |
| | KBS GROWTH & INCOME REIT, INC. |
| | | | |
| Dated: May 1, 2024 | | BY: | | /s/ Jeffrey K. Waldvogel |
| | | | Jeffrey K. Waldvogel |
| | | | Chief Financial Officer, Treasurer and Secretary |