Prime US REIT (SGX:OXMU) entered into a portfolio purchase and sale agreement to acquire a portfolio of eleven properties from KBS Real Estate Investment Trust III Inc. (‘KBS REIT III') for $1.2 billion on June 27, 2019. The portfolio consists of Tower I at Emeryville, Emeryville, California; 222 Main, Salt Lake City, Utah; Village Center Station, Greenwood Village, Colorado; Village Center Station II, Greenwood Village, Colorado; 101 South Hanley, St. Louis, Missouri; Tower on Lake Carolyn, Irving, Texas; Promenade I & II at Eilan, San Antonio, Texas; CrossPoint at Valley Forge, Wayne, Pennsylvania; One Washingtonian Center, Gaithersburg, Maryland; Reston Square, Reston, Virginia; and 171 17th Street, Atlanta, Georgia. Concurrently, KBS REIT Properties III LLC (‘REIT Properties III'), an indirect wholly owned subsidiary of KBS REIT III, entered into a subscription agreement to subscribe for $201 million of the units to be issued by Prime US REIT. KBS REIT III and Prime US REIT also entered a set-off agreement pursuant to which KBS REIT III agreed that Prime US REIT may deduct from the aggregate purchase price due from Prime US REIT under the purchase agreement the subscription amount to be paid by REIT Properties III for the units under the subscription agreement. On July 15, 2019, through an amendment, the amount to be raised under the subscription was revised to $271 million and the set-off agreement was also amended to reflect the revised amount.

The transaction is contingent upon, among other things, Prime US REIT obtaining sufficient funds from investors and financings from commercial lenders to pay the purchase price and Prime US REIT's closing costs for the acquisition. The transaction is scheduled to close in July 2019. KBS REIT III expects to utilize a substantial portion of the net proceeds to provide enhanced liquidity to KBS REIT III's stockholders (whether through the share redemption program or one or more self-tender offers), to pay down additional amounts under KBS REIT III's credit facilities and to pay a special distribution to stockholders that would likely be composed of a combination of cash and shares of common stock. Mark E. Baker, Kerri L. Barsh, Ellen Berkowitz, Joshua D. Cohen, Richard F. Davis, Craig C. Glorioso, Diane N. Ibrahim, Irene Pyun Kim, Raymond A. Lee, Richard J. Melnick, Richard L. Moorhouse, Gregory P. Murphy, Christina Braisted Rogers, Tina M. Ross, Kelly A. Terribile, John V. Chibbaro, Howard W. Chu, Tatyana Litovsky, Caroline A. Pricher, Stephanie Hawner, Amanda Kennedy, Navi Mahal, and Bruce Fischer of Greenberg Traurig, LLP acted as legal advisors for KBS Real Estate Investment Trust III, Inc. KBS REIT III paid a fee of $9.4 million to its advisor. O'Melveny & Myers LLP acted as a legal counsel to KBS.