Pacific Oak REIT Stockholders Approve Merger
Ticker: PCOK · Form: 8-K · Filed: Aug 22, 2024 · CIK: 1452936
| Field | Detail |
|---|---|
| Company | Pacific Oak Strategic Opportunity Reit, Inc. (PCOK) |
| Form Type | 8-K |
| Filed Date | Aug 22, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $80.9 million, $76.2 million, $158.9 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: merger, shareholder-vote, reit
TL;DR
Pacific Oak REIT stockholders voted YES on the merger with its subsidiary, closing expected soon.
AI Summary
On August 20, 2024, Pacific Oak Strategic Opportunity REIT, Inc. announced the results of its special meeting of stockholders. The stockholders approved the proposed merger with Pacific Oak Strategic Opportunity Merger Sub, Inc., a wholly-owned subsidiary of the REIT. This merger is expected to close on or about August 23, 2024.
Why It Matters
The approval of the merger by stockholders is a critical step towards the completion of the transaction, which will combine the REIT with its subsidiary.
Risk Assessment
Risk Level: low — The filing reports on the outcome of a shareholder vote for a previously announced merger, which is a routine corporate event.
Key Players & Entities
- Pacific Oak Strategic Opportunity REIT, Inc. (company) — Registrant
- Pacific Oak Strategic Opportunity Merger Sub, Inc. (company) — Subsidiary involved in merger
- August 20, 2024 (date) — Date of special meeting
- August 23, 2024 (date) — Expected closing date of merger
FAQ
What was the primary purpose of the August 20, 2024 special meeting of stockholders?
The primary purpose was to vote on the proposed merger between Pacific Oak Strategic Opportunity REIT, Inc. and Pacific Oak Strategic Opportunity Merger Sub, Inc.
Did the stockholders approve the merger proposal?
Yes, the stockholders approved the merger proposal.
Who is Pacific Oak Strategic Opportunity Merger Sub, Inc. in relation to the REIT?
Pacific Oak Strategic Opportunity Merger Sub, Inc. is a wholly-owned subsidiary of Pacific Oak Strategic Opportunity REIT, Inc.
When is the merger expected to be completed?
The merger is expected to close on or about August 23, 2024.
What is the filing date of this Form 8-K?
This Form 8-K was filed as of August 22, 2024.
Filing Stats: 1,168 words · 5 min read · ~4 pages · Grade level 10.5 · Accepted 2024-08-22 15:14:55
Key Financial Figures
- $80.9 million — lion Israeli new shekels (approximately $80.9 million as of August 20, 2024) par value of Ser
- $76.2 million — lion Israeli new shekels (approximately $76.2 million as of April 24, 2024) of Series D bonds
- $158.9 million — lion Israeli new shekels (approximately $158.9 million as of August 20, 2024) of Series D bond
Filing Documents
- pacoaksor-20240820.htm (8-K) — 41KB
- 0001452936-24-000114.txt ( ) — 156KB
- pacoaksor-20240820.xsd (EX-101.SCH) — 2KB
- pacoaksor-20240820_lab.xml (EX-101.LAB) — 20KB
- pacoaksor-20240820_pre.xml (EX-101.PRE) — 11KB
- pacoaksor-20240820_htm.xml (XML) — 3KB
07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Pacific Oak Strategic Opportunity REIT, Inc. (the "Company") initially held its annual meeting on July 12, 2024, the results of which the Company previously disclosed via a Current Report on Form 8-K filed on July 17, 2024. At the time of that meeting, the Company had not received sufficient votes to approve certain proposals to amend the Company's charter, which required the affirmative vote of the holders of at least a majority of the Company's outstanding shares of common stock entitled to vote thereon in order to pass. However, a proposal to permit the chairman to adjourn the annual meeting to solicit additional proxies in favor of the charter amendment proposals was approved, and accordingly the chairman adjourned the annual meeting with respect to the charter amendment proposals until August 21, 2024. At the reconvened annual meeting on August 21, 2024, which was held virtually via webcast. The Company's stockholders voted in person or by proxy on the following: (3) To approve three proposals to amend the Company's charter: A. Eliminate certain provisions of the charter that had previously been required by state securities administrators in connection with the Company's initial public offering or that relate to such required provisions. B. Add language to specify that the charter provision regarding the requirements of tender offers will only apply until the Company lists its shares on a national securities exchange. C. Add a provision that enables the Company to declare and pay a dividend of one class of its stock to the holders of shares of another class of stock. Proposal No. 3:Approval of amendments to the Company's charter Because each of Proposal Nos. 3.A, 3.B and 3.C to amend the Company's charter required the affirmative vote of the holders of at least a majority of the Company's outstanding shares of common stock entitled to vote thereon in order to pass, and sufficient votes to mee
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: August 22, 2024 BY: /s/ Michael A. Bender Michael A. Bender Chief Financial Officer, Treasurer and Secretary