0001104659-17-047084.txt : 20170726 0001104659-17-047084.hdr.sgml : 20170726 20170726163313 ACCESSION NUMBER: 0001104659-17-047084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170720 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20170726 DATE AS OF CHANGE: 20170726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DC Industrial Liquidating Trust CENTRAL INDEX KEY: 0001464720 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54372 FILM NUMBER: 17983296 BUSINESS ADDRESS: STREET 1: 518 SEVENTEENTH STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-228-2200 MAIL ADDRESS: STREET 1: 518 SEVENTEENTH STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Industrial Income Trust Inc. DATE OF NAME CHANGE: 20090521 8-K 1 a17-18426_18k.htm 8-K

 

 

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): July 20, 2017

 

 

DC Industrial Liquidating Trust

(Exact name of registrant as specified in its charter)

 

 

Maryland

 

000-54372

 

47-7297235

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

518 Seventeenth Street, 17th Floor

Denver, CO 80202

(Address of principal executive offices)

 

(303) 228-2200

(Registrant’s telephone number, including area code)

 

 

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:

 

o                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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      o

 

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.o

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement

 

As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2017, DC Industrial Liquidating Trust (the “Trust”), indirectly through one of its subsidiaries, entered into a purchase and sale contract on June 22, 2017 with Westcore II AC, LLC (the “Buyer”) to sell the property known as “Cajon Distribution Center,” an 830,750 square foot distribution warehouse located in San Bernardino, California. This purchase and sale contract was terminated by the Buyer on June 28, 2017 (the “Terminated Purchase Agreement”).

 

On July 20, 2017, the Trust, indirectly through one of its subsidiaries, entered into a new purchase and sale contract (the “New Purchase Agreement”) to sell Cajon Distribution Center to the Buyer for approximately $60.2 million in cash, subject to adjustment for customary real estate prorations. The Buyer previously had the opportunity to complete its due diligence pursuant to the Terminated Purchase Agreement. As such, the Buyer waived due diligence and made a $3.0 million non-refundable deposit upon entering into the New Purchase Agreement. The Trust’s sole remedy for the Buyer’s default under the New Purchase Agreement is forfeiture of the Buyer’s deposit.

 

Closing under the New Purchase Agreement is subject to customary closing conditions. Closing is expected to occur 10 business days following the date of execution of the New Purchase Agreement. However, there can be no assurance that closing will occur on the terms described above, or at all.

 

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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.

 

 

DC INDUSTRIAL LIQUIDATING TRUST

 

 

July 26, 2017

By:

/s/ THOMAS G. MCGONAGLE

 

 

Name: Thomas G. McGonagle

 

 

Title: Managing Director, Chief Financial Officer

 

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