G REIT, Inc. Transfers Remaining Assets and Liabilities to G REIT Liquidating Trust
29 January 2008 - 10:42AM
PR Newswire (US)
SANTA ANA, Calif., Jan. 28 /PRNewswire-FirstCall/ -- Gary H. Hunt,
W. Brand Inlow, Edward A. Johnson, D. Fleet Wallace and Gary T.
Wescombe, the trustees (the "Trustees") of the G REIT Liquidating
Trust (the "Liquidating Trust"), today announced that G REIT, Inc.
(the "Company") transferred its remaining assets to, and its
remaining liabilities were assumed by, the Liquidating Trust in
accordance with the Company's Plan of Liquidation and Dissolution
(the "Plan of Liquidation") and an Agreement and Declaration of
Trust (the "Trust Agreement"). The Company's stock transfer books
were closed as of the close of business on January 22, 2008 (the
"Record Date"). The Trustees also announced that the Company filed
a Form 15 with the Securities and Exchange Commission to terminate
the registration of the Company's common stock under the Securities
Exchange Act of 1934 and that the Company will cease filing reports
under that act. However, the Trustees will issue to beneficiaries
of the Liquidating Trust and file with the Securities and Exchange
Commission annual reports on Form 10-K and current reports on Form
8-K. Upon the formation of the Liquidating Trust, each stockholder
of the Company on the Record Date (each, a "beneficiary")
automatically became the holder of one unit of beneficial interest
in the Liquidating Trust for each share of the Company's common
stock then held of record by such stockholder. In accordance with
the Plan of Liquidation, all outstanding shares of the Company's
common stock were deemed cancelled when the assets and liabilities
of the Company were transferred to the Liquidating Trust.
Stockholders were not required to take any action to receive
beneficial interests, and the rights of beneficiaries in their
beneficial interests are not represented by any form of certificate
or other instrument. The Trustees maintain a record of the name and
address of each beneficiary and such beneficiary's aggregate units
of beneficial interest in the Liquidating Trust. Subject to certain
exceptions related to transfer by will, intestate succession or
operation of law, beneficial interests in the Liquidating Trust are
not transferable, nor does a beneficiary have authority or power to
sell or in any other manner dispose of any such beneficial
interests. In addition, immediately before the transfer of the
Company's assets and liabilities to the Liquidating Trust, the
Company's operating partnership redeemed the special limited
partner interest held by Triple Net Properties, LLC in exchange for
the right to receive 15% of certain distributions made by the
Company and the Liquidating Trust after the Company's stockholders
have received certain returns, as provided by the partnership
agreement. After the redemption, the Company owned 100% of the
outstanding partnership interests in the operating partnership. The
operating partnership was dissolved in connection with the
dissolution of the Company, and all of its assets and liabilities
were distributed to the Company. The Liquidating Trust was
organized for the purpose of winding up the Company's affairs and
the liquidation of its assets. The transfer of the Company's assets
and liabilities to the Liquidating Trust should preserve the
Company's ability to have deducted amounts distributed pursuant to
the Plan of Liquidation as dividends and thereby not be subject to
federal income tax on such amounts. It is expected that from time
to time the Liquidating Trust will make distributions of its assets
to beneficiaries, but only to the extent that such assets will not
be needed to provide for the liabilities (including contingent
liabilities) assumed by the Liquidating Trust. No assurances can be
given as to the amount or timing of any distributions by the
Liquidating Trust. For federal income tax purposes, on the date the
assets and liabilities of the Company were transferred to the
Liquidating Trust, each stockholder of the Company as of the Record
Date was treated as having received a pro rata share of the assets
of the Company transferred to the Liquidating Trust, less such
stockholder's pro rata share of the liabilities of the Company
("net equity") assumed by the Liquidating Trust. Accordingly, on
that date each stockholder should recognize gain or loss in an
amount equal to the difference between (x) the fair market value of
such stockholder's pro rata share of the net equity of the Company
transferred to the Liquidating Trust, and (y) such stockholder's
adjusted tax basis in the shares of the Company's common stock held
by such stockholder on the Record Date. The Liquidating Trust is
intended to qualify as a "liquidating (grantor) trust" for federal
income tax purposes. As such, the Liquidating Trust should not
itself be subject to federal income tax. Instead, each beneficiary
(formerly stockholder) shall take into account in computing its
taxable income, its pro rata share of each item of income, gain,
loss and deduction of the Liquidating Trust, regardless of the
amount or timing of distributions made by the Liquidating Trust to
beneficiaries. Distributions, if any, by the Liquidating Trust to
beneficiaries generally should not be taxable to such
beneficiaries. The Trustees will furnish to beneficiaries of the
Liquidating Trust a statement of their pro rata share of the assets
transferred by the Company to the Liquidating Trust, less their pro
rata share of the Company's liabilities assumed by the Liquidating
Trust so that they may calculate their gain or loss on the
transfer. On a yearly basis, the Trustees also will furnish to
beneficiaries a statement of their pro rata share of the items of
income, gain, loss, deduction and credit (if any) of the
Liquidating Trust to be included on their tax returns. The state
and local tax consequences of the transfer of assets to the
Liquidating Trust may be different from the federal income tax
consequences of such transfer. In addition, any items of income,
gain, loss, deduction or credit of the Liquidating Trust, and any
distribution made by the Liquidating Trust, may be treated
differently for state and local tax purposes than for federal
income tax purposes. The tax summary above is for general
informational purposes only and does not address all possible tax
considerations that may be material to a stockholder of the Company
or a beneficiary of the Liquidating Trust and does not constitute
legal or tax advice. Moreover, it does not deal with all tax
aspects that might be relevant to a stockholder of the Company or a
beneficiary of the Liquidating Trust, in light of its personal
circumstances, nor does it deal with particular types of
stockholders that are subject to special treatment under the
federal income tax laws. To ensure compliance with requirements
imposed by the Internal Revenue Service, any tax information
contained in this press release is not intended or written to be
used, and cannot be used, for the purpose of (i) avoiding penalties
under the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed
herein. Beneficiaries of the Liquidating Trust are urged to consult
with their tax advisers as to the tax consequences to them of the
establishment and operation of, and distributions by, the
Liquidating Trust. This press release contains forward-looking
statements that predict or indicate future events that do not
relate to historical matters. There are a number of important
factors that could cause actual events to differ materially from
those indicated by such forward-looking statements. These factors
include, but are not limited to, the following: the Liquidating
Trust may be unable to consummate sale transactions with respect to
some of its assets or such sales may be materially delayed; and the
Liquidating Trust may not be able to complete the liquidation in a
timely manner or realize proceeds from the sales of assets in
amounts that will enable it to provide liquidating distributions to
beneficiaries. You should also read the risk factors that are
discussed in periodic reports filed with the Securities and
Exchange Commission, including the risk factors that are contained
in the Company's Form 10-K for the year ended December 31, 2006.
The Liquidating Trust assumes no obligation to update the
forward-looking statements included in this press release. If you
have any questions or require additional information, an investor
services representative is available to assist you at (877)
888-7348 ext. 411 or email . DATASOURCE: Grubb & Ellis Company
CONTACT: Jill Swartz of Grubb & Ellis Company, +1-714-667-8252,
ext. 251, Web site: http://www.grubb-ellis.com/ Company News
On-Call: http://www.prnewswire.com/comp/136726.html
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