Behringer Harvard Opportunity REIT I to Pay Final Liquidating Distribution
August 14, 2018 | James Sprow | Blue Vault
On August 7, 2018, the board of directors of Behringer Harvard Opportunity REIT I, Inc. (the “Company”) declared a final cash distribution of $1.90 per share to the holders of record of the Company’s common stock as of the close of business on August 15, 2018, payable before the end of August on such date as determined by the Chief Executive Officer of the Company. The final distribution will be the first and only distribution made pursuant to the Company’s Plan of Complete Dissolution and Liquidation that was approved by its stockholders on January 30, 2017. The final distribution of $1.90 is within the range of net proceeds from liquidation estimated by Capright Property Advisors, LLC, an independent appraisal firm, in connection with the valuation of the Company’s shares, and discussed in the definitive proxy statement mailed to stockholders in connection with the approval of the Plan of Complete Dissolution.
Following the Final Distribution, the distribution of all the assets of the Company will be complete and all shares of the Company’s outstanding common stock will be cancelled and no longer deemed to be outstanding and all rights of the holders thereof as stockholders will cease and terminate. In addition, the Company will file appropriate notification with the Securities and Exchange Commission to fully terminate its obligations under the U.S. securities laws.
According to Blue Vault, Behringer Harvard Opportunity REIT I has not made any other liquidating distributions. The REIT ceased paying regular distributions to its common shareholders in 2011. The board of directors last announced an estimated NAV per share for the company’s common stock on November 10, 2014, at $3.58 per share. On December 21, 2017, the REIT sold its last remaining property, Frisco Square, in Frisco, Texas, for $53.2 million.
The REIT last filed a quarterly report with the SEC for Q3 2017, reporting 56,600,472 common shares outstanding, total book value of equity of $85.4 million and total assets of $254.8 million.
On August 7, 2018, the Company, Behringer Harvard Opportunity OP I, LP, and LSG-BH I Advisor, LLC (the “Advisor”) entered into a Liquidation Services Agreement (the “Liquidation Services Agreement”) to facilitate the completion of the winding up of the Company.
The Liquidation Services Agreement terminates the Advisory Management Agreement between the parties pursuant to which the Advisor provided advisory services to the Company in exchange for certain fees and expense reimbursements. The Liquidation Services Agreement also reduced the amount of the quarterly expense reimbursement to the Advisor provided for under the Advisory Management Agreement for certain shared services to $150,000 per quarter retroactively to January 1, 2018.
In addition, the Liquidation Services Agreement provides that the Advisor will perform certain administrative and related matters in connection with the final winding-up of the Company and will assume the Company’s membership interest in an indirect subsidiary of the Company whose activities are limited to completing ongoing litigation, in exchange for reimbursement of estimated expenses expected to be incurred on behalf of the Company in connection with providing these services in the amount of approximately $1.4 million and a fee to the Advisor of $500,000.
Sources: SEC, Blue Vault
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