Pacific Oak REIT Enters and Terminates Agreements

TL;DR

Pacific Oak REIT just signed and broke a deal. Big moves happening.

AI Summary

On April 2, 2024, Pacific Oak Strategic Opportunity REIT, Inc. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The company, formerly known as KBS Strategic Opportunity REIT, Inc., is headquartered in Los Angeles, California.

Why It Matters

This filing indicates significant changes in the company's contractual relationships, which could impact its strategic direction and financial obligations.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material agreements suggests potential strategic shifts or unresolved issues that could carry financial or operational risks.

Key Players & Entities

• Pacific Oak Strategic Opportunity REIT, Inc. (company) — Registrant
• KBS Strategic Opportunity REIT, Inc. (company) — Former Company Name
• April 2, 2024 (date) — Date of earliest event reported
• Los Angeles, California (location) — Company Headquarters

FAQ

Key Financial Figures

• $500 million — ) commenced a private offering of up to $500 million of common stock in a primary offering a
• $50 million — n stock in a primary offering and up to $50 million of common stock under its distribution

Filing Documents

• pacoaksor-20240408.htm (8-K) — 40KB
• port-aradvisoryagreement.htm (EX-10.1) — 70KB
• port-secondardmh_propert.htm (EX-10.2) — 72KB
• portardealermanageragree.htm (EX-10.3) — 1KB
• pacificoak-presentationa.htm (EX-99.1) — 51KB
• pacificoak-presentationa001.jpg (GRAPHIC) — 674KB
• pacificoak-presentationa002.jpg (GRAPHIC) — 517KB
• pacificoak-presentationa003.jpg (GRAPHIC) — 554KB
• pacificoak-presentationa004.jpg (GRAPHIC) — 434KB
• pacificoak-presentationa005.jpg (GRAPHIC) — 378KB
• pacificoak-presentationa006.jpg (GRAPHIC) — 204KB
• port-aradvisoryagreement001.jpg (GRAPHIC) — 542KB
• port-aradvisoryagreement002.jpg (GRAPHIC) — 957KB
• port-aradvisoryagreement003.jpg (GRAPHIC) — 824KB
• port-aradvisoryagreement004.jpg (GRAPHIC) — 1082KB
• port-aradvisoryagreement005.jpg (GRAPHIC) — 873KB
• port-aradvisoryagreement006.jpg (GRAPHIC) — 336KB
• port-secondardmh_propert001.jpg (GRAPHIC) — 1116KB
• port-secondardmh_propert002.jpg (GRAPHIC) — 1137KB
• port-secondardmh_propert003.jpg (GRAPHIC) — 1126KB
• port-secondardmh_propert004.jpg (GRAPHIC) — 865KB
• port-secondardmh_propert005.jpg (GRAPHIC) — 343KB
• port-secondardmh_propert006.jpg (GRAPHIC) — 372KB
• portardealermanageragree001.jpg (GRAPHIC) — 77KB
• 0001452936-24-000048.txt ( ) — 17517KB
• pacoaksor-20240408.xsd (EX-101.SCH) — 2KB
• pacoaksor-20240408_lab.xml (EX-101.LAB) — 20KB
• pacoaksor-20240408_pre.xml (EX-101.PRE) — 11KB
• pacoaksor-20240408_htm.xml (XML) — 2KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On September 9, 2022, Pacific Oak Residential Trust, Inc. ("PORT"), a wholly owned subsidiary of Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation (the "Company") commenced a private offering of up to $500 million of common stock in a primary offering and up to $50 million of common stock under its distribution reinvestment plan (the "Private Offering"). The Private Offering was terminated on April 2, 2024. No shares were sold in the Private Offering. PORT Amended and Restated Advisory Agreement – Exhibit 10.1 In connection with the termination of the Private Offering, PORT entered into an amended and restated advisory agreement with Pacific Oak Residential Advisors, LLC ("PORA") on April 2, 2024, (the "Amended and Restated PORT Advisory Agreement"). The Amended and Restated PORT Advisory Agreement removes a provision that would have reduced the asset management fee payable to PORA if a liquidity event were not achieved within two years following the termination of the Private Offering. The amendment also makes other immaterial changes to reflect that PORT will no longer be calculating a quarterly net asset value (as it is not necessary without an ongoing offering) and that no performance fee will be paid with respect to capital raised in the Private Offering. PORT Second Amended and Restated Property Management Agreement – Exhibit 10.2 In connection with the termination of the Private Offering, on April 2, 2024, PORT entered into a second amended and restated property management agreement with DMH Realty, LLC ("DMH Realty"), an affiliate of PORA and the Company's advisor (the "Second Amended and Restated PORT Property Management Agreement"). The Second Amended and Restated PORT Property Management Agreements makes immaterial changes to reflect that PORT will no longer be calculating a quarterly net asset value (as it is not necessary without an ongoing offering) .

02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT Termination of PORT Dealer Manager Agreement – Exhibit 10.3 PORT previously engaged Pacific Oak Capital Markets, LLC ("POCM"), an affiliate of the Company's advisor, PORA and DHM Realty, to be the dealer manager for the Private Offering, pursuant to an amended and restated dealer manager agreement effective as of January 13, 2023 (the "PORT Dealer Manager Agreement"). Effective as of April 2, 2024, PORT and POCM agreed to terminate the PORT Dealer Manager Agreement.

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE April 2024 Bondholder Presentation – Exhibit 99.1 Pacific Oak SOR (BVI) Holdings, Ltd. (the "BVI"), a wholly-owned subsidiary of the Company, completed offerings of Series B bonds in February 2020 and subsequent periods. Additionally, BVI completed offerings of Series C bonds in July 2023 and subsequent periods. Such offerings were made to investors in Israel and were registered with the Israel Securities Authority. BVI intends to use the bondholder presentation attached as Exhibit 99.1 hereto from time to time in meetings with prospective bondholders. The information in this Item 7.01 of Form 8-K and the attached Exhibit 99.1 are furnished to the Securities and Exchange Commission ("SEC"), and shall not be deemed to be "filed" with the SEC 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 and shall not be deemed to be 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.

Forward-Looking Statements

Forward-Looking Statements The bondholder presentation includes forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," "plans," "intends," "should" or similar expressions. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Actual results may differ materially from those contemplated by such forward-looking statements. These statements also depend on factors such as: future economic, competitive and market conditions; the Company's ability to maintain occupancy levels and rental rates at its real estate properties; and other risks identified in Part I, Item IA of the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. 1

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Ex. Description 10.1 Amended and Restated Advisory Agreement among Pacific Oak Residential Trust, Inc., PORT OP LP, Pacific Oak Residential Advisors, LLC, Pacific Oak Capital Advisors, LLC, Keith D. Hall and Peter McMillan III, dated April 2, 2024 10.2 Second Amended and Restated Property Management Agreement by and between Pacific Oak Residential Trust, Inc., and DMH Realty, LLC, dated April 2, 2024 10.3 Termination of Amended and Restated Dealer Manager Agreement between Pacific Oak Residential Trust, Inc. and Pacific Oak Capital Markets, LLC, effective April 2, 2024 99.1 April 2024 Bondholder Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: April 8, 2024 BY: /s/ Michael A. Bender Michael A. Bender Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR