UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF ~~THE~~

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December 20~~October 19, ~~2011~~2012

T REIT Liquidating Trust

(Exact name of registrant as specified in its charter)

Virginia

0-49782

26-0536128

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1551 N. Tustin Avenue, Suite 200, Santa Ana, California 92705

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (714) 977-2999

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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

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

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

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

Item 21.0401 ~~Triggering~~Entry ~~Events~~into ~~That~~a ~~Accelerate~~Material orDefinitive ~~Increase Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Agreement.

~~Daymark~~NNN ~~Realty~~Congress ~~Advisors~~Center, ~~Inc.~~LLC (“~~Daymark~~NNNCC”), ~~the~~GREIT ~~parent~~Congress ~~company of our advisor~~Center, ~~NNN Realty Investors,~~ LLC (“~~NNNRI~~GREIT”), ~~received~~and acertain ~~letter~~non-affiliated ~~dated~~parties ~~December 20, 2011~~ (the “~~December~~Other 20Parties” and, ~~2011~~collectively ~~Letter”)~~with ~~from~~NNNCC ~~Principal~~and ~~Global Investors~~GREIT, ~~LLC~~the (“~~PGI~~Sellers”), as ~~primary~~sellers, ~~servicer for Principal Life Insurance Company~~ and ~~named~~NW ~~holders~~Congress ofCenter ~~Bear~~Owner ~~Stearns~~LLC ~~Commercial Mortgage Securities, Inc.~~ (~~collectively, the~~ “~~Lenders~~NWCCO”), ~~notifying~~as ~~Daymark~~purchaser, ~~that~~entered ~~the~~into ~~Lenders believe that there is~~ a ~~technical~~Purchase ~~default~~Agreement ~~under~~and ~~that~~Escrow ~~certain~~Instructions ~~Mortgage~~made and ~~Security~~effective ~~Agreement~~as ~~dated~~of ~~September~~October 319, ~~2004~~2012 (the “~~Security~~ Agreement”) ~~related~~with respect to acertain ~~520,000~~real ~~square-foot commercial office~~ property located at 525 W.West Van Buren ~~St.~~Street, Chicago, Illinois and commonly known as Congress Center (“Congress Center”), ~~with~~or ~~respect to~~ the ~~following transactions: (i) the formation in February 2011 of Daymark by its former owner Grubb & Ellis Co. (~~“~~Grubb~~Property”); and ~~(ii) the sale in August 2011 of Daymark, including its~~ ~~wholly-owned~~certain ~~subsidiary~~personal ~~NNN~~property ~~Realty~~associated ~~Advisors,~~therewith ~~Inc. (“NNNRA”), by Grubb to IUC-SOV, LLC (“IUC-SOV”), which is controlled by Sovereign Capital Management Group (“Sovereign”)~~ and ~~Infinity~~relating ~~Urban Century (“Infinity”)~~thereto. ~~The Lenders allege that each of the foregoing transactions constitutes an event of default (an “Event of Default”) under the Security Agreement.~~

InNNNCC ~~addition,~~has ~~the~~a ~~Lenders~~28.9% ~~allege~~undivided ~~that~~tenant-in-common (“TIC”) ~~the~~interest ~~tangible~~in ~~net~~Congress ~~worth~~Center. ofT ~~NNNRI,~~REIT aCongress ~~guarantor~~Center, ofLLC ~~the~~(“T ~~Loan~~REIT ~~and~~Congress ~~our advisor~~Center”), ~~has~~a ~~fallen~~wholly-owned ~~below $15,000,000~~subsidiary ~~for~~of aT ~~period~~REIT ofLiquidating ~~more~~Trust ~~than~~(the 30“Trust” ~~days,~~and intogether ~~violation~~with ofT aREIT ~~covenant~~Congress ~~under~~Center, ~~the~~sometimes collectively ~~Guaranty~~referred ~~dated~~to ~~September 3,~~herein ~~2004~~as (the “~~Guaranty~~Company”), in“we”, ~~respect~~“us” ofor ~~the~~“our”) ~~Loan~~has a 35.5% ~~The~~interest ~~Lenders~~in ~~allege~~NNNCC, ~~that~~resulting ~~the~~in ~~breach~~a of10.3% ~~such~~net ~~covenant,~~interest ~~continuing~~in ~~for~~the ~~more than~~Property. 30NNN ~~days~~2002 Value Fund, ~~also~~LLC ~~constitutes~~(“NNN2002”), an affiliate ~~Event~~ of ~~Default under both~~ the ~~Guaranty~~Company, ~~and~~has ~~the~~a ~~Security Agreement~~42.5% Aninterest ~~Event~~in ofNNNCC ~~Default~~and ~~under~~unaffiliated parties own the ~~Guaranty~~remaining ~~entitles~~22.0% ~~the~~interest ~~Lenders~~in toNNNCC. ~~exercise~~The ~~certain~~Company’s ~~rights~~10.3% ~~and~~interest ~~remedies~~in ~~under~~Congress ~~the~~Center ~~Loan~~is ~~documents,~~its ~~including~~sole ~~the Security~~remaining ~~Agreement~~asset.

~~One~~The ofAgreement ~~the~~provides ~~possible~~for ~~consequences~~the ofsale anby ~~Event~~the Sellers of ~~Default~~their ~~under~~TIC ~~the~~interests ~~Security~~representing ~~Agreement~~a is71.0% ~~acceleration~~ownership ~~of the~~interest ~~notes~~in ~~evidencing~~ the ~~related~~Property ~~loan~~to NWCCO, inand the ~~original~~assumption ~~principal~~by ~~amount~~NWCCO of ~~$97,500,000~~the ~~made~~outstanding loan on ~~September 3,~~the ~~2004~~Property (the “Loan”), atfor ~~the~~$67,453,800 ~~option~~in ofcash, ~~the~~subject ~~Lenders.~~to ~~Other~~adjustment ~~consequences~~for ofprorations ~~an Event~~ of ~~Default~~fees, ~~under~~costs ~~the~~and ~~Security Agreement include payment of a “make whole premium” to the Lenders~~taxes, and ~~payment~~other ofadjustments, ~~increased~~as ~~default-rate~~provided ~~interest~~in ~~on both~~ the ~~then~~Agreement. ~~outstanding~~If ~~amount~~any items ofto ~~the~~be ~~Loan~~adjusted ~~and~~are ~~any~~not ~~“make~~determinable ~~whole~~at ~~premium” for~~ the ~~duration~~closing of ~~any~~the ~~Event~~transaction ~~of Default. In addition, in~~ (the ~~Event of Default~~“Closing”), ~~the~~such ~~Lenders~~items ~~have~~shall ~~the~~be ~~right~~adjusted ~~under~~subsequent ~~the Security Agreement~~ to ~~take possession of~~ the ~~premises,~~Closing ~~foreclose~~but ~~the~~within ~~lien~~30 ondays ~~the~~following ~~subject property and sell~~ the ~~premises~~final ~~independent~~determination of ~~the~~2012 ~~foreclosure~~taxes ~~proceedings.~~and Inassessments ~~such~~for ~~event,~~ the ~~Lenders’~~Property. ~~costs~~Additionally, ~~including~~the ~~legal~~Sellers ~~fees,~~shall ofprovide ~~foreclosure~~NWCCO ~~proceedings~~at ~~and~~Closing ~~the~~credits ~~sale~~for ofcertain ~~the~~leasing ~~premises~~costs ~~are~~and ~~recoverable~~security bydeposits, ~~the~~as ~~Lenders~~provided asin ~~additional~~the ~~indebtedness~~Agreement.

~~The~~Certain ~~current~~other ~~principal~~non-affiliated ~~amount~~parties, ~~outstanding~~representing ~~under~~the remaining 29% ownership interest in the ~~Loan~~Property, aswho ofare ~~February 22~~not parties to the Agreement, ~~2012~~will iscontribute ~~$90~~their TIC interests to American Recovery Property OP,~~293~~ LP (“ARP”) prior to the Closing,~~180.57.~~ ~~All~~in ~~principal~~exchange ~~and~~for a minority interest ~~payments~~in ~~due~~ARP. ~~under~~ARP ~~the~~will ~~Loan~~sell ~~have~~those ~~been~~contributed ~~paid~~TIC interests to NWCCO in ~~accordance~~exchange ~~with~~for ~~the~~a ~~Loan documents~~4.9% interest in NWCCO.

WeThe ~~own~~Sellers aare ~~42.5%~~responsible ~~membership~~to ~~interest~~pay ina ~~NNN~~loan ~~Congress~~exit ~~Center,~~fee ~~LLC~~ (the “~~NNNCC~~Loan Exit Fee”), which ~~is a~~will ~~borrower~~be ~~under~~settled ~~the~~as ~~Loan and which owns~~ a ~~28.9%~~credit ~~tenant-in-common interest in Congress Center. Our sole asset is this 10.3% indirect ownership interest in Congress Center. Any default with respect~~ to the ~~Loan, which is not cured or waived by the~~purchase ~~Lenders, would have significant adverse consequences for us~~price. ~~See also Item 8.01, “Other Events” for additional developments regarding this matter.~~

~~Item 8.01~~Among ~~Other~~the ~~Events.~~other conditions to Closing under the Congress Center Agreement, the Operating Agreement of NWCCO shall be executed by the parties thereto, which Operating Agreement shall provide for the following:

As• ~~reported elsewhere in this Current Report on Form 8-K, Daymark received~~ the ~~December 20,~~contribution ~~2011~~by ~~Letter~~ARP ~~from~~of ~~PGI,~~its asundivided ~~primary~~interests ~~servicer for the Lenders, notifying Daymark that the Lenders believe that there is a technical default under the Security Agreement with respect to the following transactions: (i) the formation~~ in ~~February~~Congress ~~2011~~Center ofand ~~Daymark by~~ its ~~former~~right, ~~owner~~title ~~Grubb;~~ and ~~(ii) the~~interest ~~sale~~ in ~~August~~and ~~2011 of Daymark, including its wholly-owned subsidiary NNNRA by Grubb~~ to ~~IUC-SOV,~~all ~~which~~personal isproperty ~~controlled by Sovereign~~ and ~~Infinity.~~ ~~The~~intangible ~~Lenders~~property ~~allege~~related ~~that~~thereto, ~~each~~including of the ~~foregoing~~TIC ~~transactions~~interests ~~constitutes~~contributed anby ~~Event of Default under~~ the ~~Security~~Other ~~Agreement.~~Parties, to NWCCO;

In• ~~addition,~~ the ~~Lenders~~execution ~~allege~~by ~~that~~NWCCO, ~~the~~as ~~tangible net worth of NNNRI~~borrower, ~~a guarantor of the Loan~~ and ~~our advisor~~ARP, ~~has~~as ~~fallen below $15~~guarantor,~~000,000~~ ~~for a period~~ of ~~more~~documents ~~than~~modifying ~~30 days, in violation of a covenant under~~ the ~~Guaranty~~terms ~~dated September 3, 2004 (the “Guaranty”), in respect~~ of the Loan~~. The Lenders allege that the breach of such covenant~~, ~~continuing~~in ~~for~~form ~~more than 30 days, also constitutes an Event of Default under both the Guaranty~~ and ~~the~~content ~~Security~~acceptable ~~Agreement. An Event of Default under the Guaranty entitles the Lenders~~ to ~~exercise certain rights and remedies under~~ the ~~Loan~~NWCCO; ~~documents, including the Security Agreement.~~ and

~~One~~• oftermination ~~the possible consequences~~ of ~~an Event of Default under~~ the ~~Security~~TIC ~~Agreement~~ownership ~~is acceleration~~ of the ~~notes evidencing the Loan, at the option of the Lenders~~Property. Other consequences of an Event of Default under the Security Agreement include payment of a “make whole premium” to the Lenders, and payment of increased default-rate interest on both the then outstanding amount of the Loan and any “make whole premium” for the duration of any Event of Default. In addition, in the Event of Default, the Lenders have the right under the Security Agreement to take possession of the premises, foreclose the lien on the subject property and sell the premises independent of the foreclosure proceedings. In such event, the Lenders’ costs, including legal fees, of foreclosure proceedings and the sale of the premises are recoverable by the Lenders as additional indebtedness.

~~The~~2 ~~Loan is currently not in arrears as to any amounts due thereunder.~~

~~Following~~If ~~receipt of~~ the ~~December 20,~~Closing ~~2011~~fails ~~Letter,~~to ~~Daymark~~occur ~~attempted~~due to ~~discuss~~NWCCO’s ~~these~~default, ~~matters~~the inSellers ~~good~~have ~~faith~~agreed ~~with~~to accept the ~~Lenders~~sum of $5,000 as ~~well~~ asliquidated ~~other~~damages, ~~matters~~in ~~pursuant to~~ which ~~Daymark~~event ~~alleges that~~ the ~~Lenders~~Sellers ~~have~~will ~~failed~~be toreleased ~~perform~~from ~~some~~selling ofthe ~~their~~Property ~~obligations~~to ~~in respect of the Loan~~NWCCO.

ByThe Agreement ~~letter~~contains ~~dated~~standard ~~February 1~~representations, ~~2012 (the “First Daymark Letter”)~~warranties, ~~Daymark reminded~~covenants ~~the~~and ~~Lenders~~conditions ~~that~~for byan ~~letter~~agreement ~~dated~~of ~~June 24,~~this ~~2010 (the “Lenders’ Consent”)~~nature, ~~the~~and ~~Lenders~~contains ~~had~~additional ~~consented~~provisions totypical ~~an amendment~~ of ~~the~~such ~~Property~~a ~~Reserves~~transaction, ~~Agreement~~including ~~dated~~without ~~September 3,~~limitation ~~2004 (~~the ~~“PRA”)~~use ~~in respect~~ of ~~the subject~~an ~~commercial~~escrow ~~property (“Congress Center”)~~agent, toprovisions for ~~allow,~~title ~~among other things~~insurance, ~~for~~allocation ~~funding~~ of ~~certain~~closing ~~tenant~~expenses ~~improvements~~and ~~from~~mutual ~~Loan~~releases, ~~reserves~~and atthe ~~$63.58~~entering ~~per~~into ~~square~~of ~~foot~~a ~~compared~~bill toof ~~$25~~sale.00 ~~per~~The ~~square~~parties ~~foot~~have ~~under~~submitted ~~the PRA as originally executed, subject~~ to ~~certain~~binding ~~conditions.~~arbitration ~~Daymark relied upon the representations~~ of ~~the~~disputes ~~Lenders that they would execute any necessary further amendment to the PRA in proceeding with the tenant improvements~~ under the ~~leases in question~~Agreement. ~~Daymark~~The ~~indicated~~risk ~~the amounts~~of ~~owed~~loss toon ~~various~~the ~~contractors~~Property ~~with~~prior ~~respect~~ to ~~work that was authorized by Daymark, in reliance upon~~ the Closing ~~Lenders’~~remains ~~representations~~on ~~that they would approve~~ the ~~necessary amendment to the PRA~~Sellers.

~~Having~~The ~~failed~~Closing tois ~~receive~~not ~~any~~subject ~~meaningful~~to ~~response~~approval ~~following~~by the ~~issuance~~holders of ~~the~~units ~~First~~of ~~Daymark~~beneficial ~~Letter,~~interest byof ~~letter dated February 8,~~the ~~2012~~Company. ~~(the~~The ~~“Second~~Congress ~~Daymark~~Center ~~Letter”),~~Sellers ~~Daymark~~have ~~demanded~~granted aTodd ~~written~~A. ~~response~~Mikles ~~from~~a ~~the~~power ~~Lenders~~of onattorney orto ~~before~~execute ~~February 15,~~the ~~2012.~~closing ~~Daymark~~statement ~~further~~with ~~alleged~~respect ~~that~~to asCongress aCenter ~~result~~and ofDaymark ~~the~~Properties ~~Lenders’ inaction~~Realty, ~~Congress~~Inc. ~~Center has~~ (i“Daymark Properties”) ~~had~~, ~~filed against it a subcontractor’s lien in~~ the ~~amount~~manager of ~~$309~~Congress Center,~~336,~~ ~~which~~is ~~accrues~~authorized ~~interest~~to atexecute acertain ~~rate~~documents ~~of 10% per annum; and (ii) received a notice from another contractor~~ to ~~file~~be adelivered ~~contractor’s~~at ~~lien in~~ the ~~amount of $210,000~~Closing.

InMr. Mikles ~~addition,~~is ~~Daymark~~also ~~notified~~Chairman ~~the~~and ~~Lenders~~Chief Executive ~~that~~Officer aof ~~major~~one ~~tenant~~entity ofand ~~Congress~~the ~~Center~~sole ~~has~~member ~~demanded~~and ~~that~~manager ~~its~~of ~~tenant~~the ~~improvements~~other beentity ~~provided~~that owns IUC-SOV, as ~~required~~LLC ~~under~~(“IUC-SOV”), ~~its~~which ~~lease.~~in ~~Another~~turn ~~major~~is ~~tenant~~the owner of ~~Congress~~Daymark ~~Center~~Realty ~~has~~Advisors, ~~indicated~~Inc. ~~that~~(“Daymark”), itthe isparent ~~evaluating~~company ~~its~~of ~~remedies~~NNN asRealty Investors, aLLC ~~result~~(“NNNRI”), ofour ~~the~~advisor. ~~failure~~Daymark ~~for~~Properties ~~their~~is ~~tenant~~a ~~improvements~~wholly-owned tosubsidiary beof ~~provided~~Daymark.

~~Daymark~~Prior ~~received~~to entering ainto ~~letter~~the ~~dated February 13~~Agreement, ~~2012~~Daymark ~~from~~obtained ~~PGI~~an ~~(“PGI’s~~independent ~~Response”),~~appraisal ~~in which the Lenders reasserted the fact that events~~ of ~~default~~Congress ~~exist under the Security Agreement~~Center. ~~Nonetheless,~~Pursuant ~~the~~to ~~Lenders~~an ~~represented~~Appraisal ~~that~~of ~~they~~Real ~~were~~Property ~~willing~~– toCongress ~~release~~Office ~~funds~~Building ~~from~~dated ~~Loan~~March 29, ~~reserves~~2012 to(the ~~reimburse~~“Appraisal ~~contractors~~Report”), orthe ~~tenants~~Property ~~for~~had ~~improvements~~a market ~~already~~value ~~made,~~“as ~~subject~~is” toof ~~certain conditions~~$95,000,000.

~~Additionally,~~Item 2.01 ~~the~~Completion ~~Lenders for the first time took the position that because~~ of anAcquisition ~~alleged~~or ~~failure~~Disposition of ~~the borrowers to meet certain conditions set forth in the Lenders’ Consent, the Lenders are now unwilling to fund tenant improvements at the agreed-upon increased levels ($63~~Assets.58 per square foot versus the original $25 per square foot). As a result, there is a shortfall between the actual costs that have been incurred and what the Lenders now say they are willing to fund in an amount equal to approximately $3,323,659. The Lenders have stated that they will not release any funds in respect of tenant improvement until they receive proof that the shortfall has been paid to the contractors.

~~Daymark~~The isClosing ~~evaluating~~with ~~its position~~respect into ~~light~~the sale of ~~PGI’s~~Congress ~~Response.~~Center Itby isthe ~~also~~Sellers, ~~attempting~~including the Company, to ~~address~~NWCCO ~~the~~occurred ~~issues~~on ~~raised~~October 23, in2012. The terms and conditions of the ~~December 20,~~transaction ~~2011~~are ~~Letter~~described in Item 1.01 ~~Daymark~~hereinabove. ~~reserves~~After ~~all~~the ~~rights~~Closing, ~~and~~NWCCO ~~remedies~~is ~~available~~owned toapproximately it4.9% atby ~~law~~ARP orand in95.1% ~~equity~~by an unaffiliated party.

We ~~own~~received a$601,778 ~~42.5%~~in ~~membership~~cash ~~interest~~ in ~~NNNCC,~~connection ~~which~~with isthe asale ~~borrower~~of ~~under~~Congress ~~the~~Center. ~~Loan~~We ~~and~~also ~~which~~received ~~owns~~ a ~~28.9%~~payment ~~tenant-in-common~~of ~~interest~~$93,149, inreflecting ~~Congress~~reimbursement ~~Center.~~of ~~Our~~funds ~~sole~~previously ~~asset~~advanced isby ~~this~~us ~~10.3%~~to ~~indirect~~or ~~ownership~~on ~~interest~~behalf inof ~~Congress~~the ~~Center~~Property. ~~Any~~The ~~default~~Sellers ~~with~~paid ~~respect~~a toLoan Exit Fee in the ~~Loan~~aggregate amount of $557,698, of which isour ~~not~~pro ~~cured~~rata oramount ~~waived~~was by$57,015, ~~the~~which ~~Lenders,~~amount ~~would~~was ~~have~~settled ~~significant~~as ~~adverse~~a ~~consequences~~credit ~~for~~to usthe purchase price.

We determined that the fair market value of Congress Center was approximately the contracted-for purchase price based upon internal valuation and the Appraisal Report.

Todd A. Mikles is the sole member of the entity that is the minority owner of a trust and a director of that trust, which in turn is the general partner of ARP. Mr. Mikles is the President of ARP. As described in Item 1.01 above, Mr. Mikles also indirectly controls NNNRI, our advisor, and Daymark Properties, which was authorized to execute certain documents to be delivered at the Closing.

With the completion of the disposition of Congress Center, we have no more property interests and our only significant asset is cash. We intend to begin the process of the final winding up of the Company, including payment of a final liquidating distribution to the Trust beneficiaries, and the dissolution of the Company, in the near future.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The pro forma financial information required as part of this item is being provided below as follows:

INDEX TO THE PRO FORMA FINANCIAL STATEMENTS

I.	Unaudited Pro Forma Condensed Consolidated Statement of Net Assets as of December 31, 2011 (Liquidation Basis)

II.	Unaudited Pro Forma Condensed Consolidated Statement of Changes in Net Assets for the Year Ended December 31, 2011 (Liquidation Basis)

T REIT LIQUIDATING TRUST

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only, and are not necessarily indicative of the results of operations of future periods or the results that would have been realized had our interest in the Congress Center property been disposed of by us as of the dates set forth below. The pro forma condensed consolidated financial statements (including notes thereto) are qualified in their entirety by reference to and should be read in conjunction with our historical consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011. In our opinion, all adjustments necessary to reflect the disposition have been made.

The accompanying unaudited pro forma condensed consolidated statement of net assets as of December 31, 2011 (liquidation basis) is presented as if the disposition of our interest in the Congress Center property had occurred on December 31, 2011.

The accompanying unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2011 (liquidation basis) is presented as if the disposition of our interest in the Congress Center property had occurred on December 31, 2010.

The accompanying pro forma condensed consolidated financial statements are unaudited and are subject to a number of estimates, assumptions, and other uncertainties, and do not purport to be indicative of the actual results of operations that would have occurred had the disposition reflected therein in fact occurred on the dates specified, nor do such financial statements purport to be indicative of the results of operations that may be achieved in the future.

T REIT LIQUIDATING TRUST

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS

As of December 31, 2011

(Unaudited — Liquidation Basis)


	Company		Sale of Congress			Company
	Historical (A)		Center Property (B)			Pro Forma
ASSETS
Investment in unconsolidated real estate	$	478,000	$	(478,000	)	$	—
Cash and cash equivalents		169,000		602,000			771,000
Asset for estimated receipts in excess of estimated costs during liquidation		281,000		(281,000	)		—

Total assets		928,000		(157,000	)		771,000
LIABILITIES
Liability for estimated costs in excess of estimated receipts during liquidation		—		105,000			105,000
Commitments and contingencies		—		—			—

Net assets in liquidation	$	928,000	$	(262,000	)	$	666,000	(D)

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

T REIT LIQUIDATING TRUST

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

For the Year Ended December 31, 2011

(Unaudited — Liquidation Basis)


	Company			Sale of Congress			Company
	Historical (A)			Center Property (C)			Pro Forma
Net assets in liquidation, beginning of period	$	1,579,000		$	(856,000	)	$	723,000

Changes in net assets in liquidation:
Changes to asset for estimated receipts in excess of estimated costs during liquidation:
Payments of liquidation costs and other amounts		77,000			—			77,000
Change in estimated receipts in excess of estimated costs during liquidation		(660,000	)		598,000			(62,000	)

Net decrease in asset for estimated receipts in excess of estimated costs during liquidation		(583,000	)		598,000			15,000

Change in fair value of assets and liabilities:
Change in fair value of real estate investment		9,000			(9,000	)		—
Change in assets and liabilities due to activity in asset for estimated receipts in excess of estimated costs during liquidation		(77,000	)		—			(77,000	)

Net decrease in fair value of assets and liabilities		(68,000	)		(9,000	)		(77,000	)

Change in net assets in liquidation		(651,000	)		589,000			(62,000	)

Net assets in liquidation, end of period	$	928,000		$	(267,000	)	$	661,000	(D)

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

As of and For the Year Ended December 31, 2011

The unaudited pro forma condensed consolidated financial statements have been adjusted as discussed in the notes below.

(A) As reported in our Annual Report on Form 10-K for the year ended December 31, 2011.

(B) Adjustments have been made to reflect the sale of our interest in the Congress Center property and, therefore, our investment in unconsolidated real estate has been reduced to zero, as the investment in the Congress Center property was our only unconsolidated investment as of December 31, 2011. Also, our cash balance has been increased by the pro forma amount of net sales proceeds of $602,000. Adjustments to our estimated receipts and estimated costs during liquidation have also been made to reflect this disposition.

(C) Adjustments have been made to eliminate the changes in net assets in liquidation attributable to our interest in the Congress Center property, as if the disposition had occurred on December 31, 2010.

(D) The unaudited pro forma condensed consolidated statement of net assets as of December 31, 2011 is presented as if the disposition of our interest in the Congress Center property had occurred on December 31, 2011. The unaudited pro forma condensed consolidated statement of changes in net assets for the year ended December 31, 2011 is presented as if the disposition of our interest in the Congress Center property had occurred on December 31, 2010. As a result, there is a difference in the net assets in liquidation as of December 31, 2011 between these two statements.


(d)		Exhibits

10.1		Purchase Agreement and Escrow Instructions by and between certain parties listed in Schedule I, as Sellers, and NW Congress Center Owner LLC, made and effective as of October 19, 2012

10.2		Special Warranty Deed made as of October 19, 2012 (attached as Exhibit B to Exhibit 10.1)

10.3		Termination of Tenant in Common Agreement dated as of October 19, 2012

10.4		Termination of Amended and Restated Tenant in Common Agreement dated as of October 19, 2012 (attached as Exhibit D to Exhibit 10.1)

10.5		Bill of Sale and General Assignment entered into as of October 19, 2012 (attached as Exhibit E to Exhibit 10.1)

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.

February 27, 2012	T REIT LIQUIDATING TRUST
March 11, 2013	T REIT LIQUIDATING TRUST
	/s/ W. Brand Inlow
	By:	/s/ W. Brand Inlow
	W. Brand Inlow
		W. Brand Inlow Trustee
	Trustee

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