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 2330, 2024

KBS GROWTH & INCOME REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)


Maryland	000-56050	47-2778257

(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Newport Center Drive, Suite 700

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number, including area code: (949) 417-6500

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered

None	N/A	N/A

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 ☐

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. ☐

ITEM 21.01 ~~COMPLETION~~ENTRY OFINTO ~~ACQUISITION~~A ORMATERIAL ~~DISPOSITION~~DEFINITIVE OFAGREEMENT ~~ASSETS~~

~~Disposition~~Assignment ofand ~~The~~Assumption ~~Offices~~Agreement ~~at Greenhouse~~

On ~~November~~July 1431, ~~2016~~2024, KBS Growth & Income REIT, Inc. (the “Company”), ~~through~~entered into an ~~indirect~~Assignment ~~wholly~~and ~~owned~~Assumption ~~subsidiary~~Agreement (the “~~Owner~~Agreement”), ~~acquired~~with KBS Capital Advisors Sub G&I Liquidation LLC (the “Assignee”), a ~~five-story~~wholly ~~Class A~~owned ~~office~~subsidiary ~~building~~of ~~containing~~KBS ~~203~~Capital Advisors LLC ,~~284~~ ~~rentable~~the ~~square~~Company’s ~~feet~~external ~~located~~advisor. Pursuant to the Agreement, the Company, on ~~approximately~~behalf ~~4.6~~of ~~acres~~itself, KBS Growth & Income Limited Partnership and all of ~~land~~their insubsidiaries ~~Houston~~(together, ~~Texas~~the “Company Entities”), transferred certain remaining assets and liabilities (such assets and liabilities, the “~~The~~Assigned ~~Offices~~Assets atand ~~Greenhouse~~Liabilities”) to the Assignee and the Assignee agreed to accept and perform all of the obligations, liabilities, covenants, duties and agreements of the Company Entities with respect to the Assigned Assets and Liabilities and to assume all liabilities with respect to the Assigned Assets and Liabilities. The Assigned Assets and Liabilities include cash, certain insurance and tax receivables and liabilities for transfer agent fees, legal expenses, tax return preparation fees and other miscellaneous expenses to wind down the Company. Pursuant to the Agreement, Assignee also agreed to maintain a reasonable cash reserve at all times in excess of the outstanding liabilities transferred until such time as all such liabilities have been fully paid or are no longer outstanding.

On June 17, 2024, the Owner entered into an option and purchase and sale agreement and escrow instructions (the “Sale Agreement”) for the sale of The Offices at Greenhouse to Capital Commercial Investments, IncITEM 3.03 ~~(the~~MATERIAL ~~“Purchaser”).~~MODIFICATION ~~The~~TO ~~Purchaser~~RIGHTS isOF ~~unaffiliated~~SECURITY ~~with~~HOLDERS ~~the Company or its advisor.~~

On July 2330, 2024, the Company ~~completed~~filed articles of dissolution (the ~~sale~~“Articles of ~~The~~Dissolution”) ~~Offices~~with atthe ~~Greenhouse~~State ~~for~~Department ~~$17.6 million,~~of ~~before~~Assessments ~~third-party~~and ~~closing~~Taxation ~~costs,~~of ~~prorations~~Maryland ~~and~~(the ~~closing~~“SDAT”) ~~credits~~pursuant to the Company’s plan of ~~approximately~~complete $3liquidation and dissolution (the “Plan of Liquidation”).1 The Plan of Liquidation was approved by the Company’s board of directors on December ~~million~~15, 2022 and ~~security~~affirmed ~~deposit~~on ~~obligations~~February 2, ~~transferred~~2023, subject to stockholder approval, and was approved by the ~~Purchaser~~Company’s ofstockholders $0on May 9, 2023.2 The Articles of Dissolution became effective upon their acceptance for record by the SDAT on July ~~million~~30, 2024 (the “Effective Date”).

~~Discounted~~ITEM 5.03 ~~Payoff~~AMENDMENTS ~~Agreement~~TO ~~for~~ARTICLES ~~the~~OF ~~Modified~~INCORPORATION ~~Term~~OR ~~Loan~~BYLAWS; CHANGE IN FISCAL YEAR

InThe ~~connection~~disclosure ~~with~~set ~~the~~forth ~~execution~~above ~~of the Sale Agreement, the Owner, as borrower~~ under ~~the~~Item ~~Modified~~3.03 ~~Term Loan, which is secured by The Offices at Greenhouse, entered into a discounted payoff agreement~~ with JPrespect ~~Morgan~~to ~~Chase Bank, N.A. (~~the ~~“Lender”),~~filing ~~effective as~~ of ~~June 24, 2024 (~~the ~~“Discounted~~Articles ~~Payoff Agreement”). Upon the disposition~~ of ~~The~~Dissolution ~~Offices~~is atincorporated ~~Greenhouse~~herein onby ~~July 23, 2024, the Company paid the Lender $14~~reference.~~3 million,~~ ~~the full amount due under the Discounted Payoff Agreement.~~

ITEM 8.01 OTHER EVENTS

Articles of Dissolution

Pursuant to the Company’s plan of complete liquidation and dissolution, approved by the Company’s stockholders on May 9, 2023, the Company anticipates filing its articles of dissolution with the State Department of Assessments and Taxation of Maryland on or about July 30, 2024. In addition, on July 25, 2024, the Company intends to direct its transfer agent to close the Company’s stock transfer books and at such time cease recording stock transfers except by will, intestate succession or by operation of law. The board anticipates authorizing a final liquidating distribution to stockholders on or about July 29, 2024.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

			Pro Forma Financial Information
	(b	)	Pro forma financial statement will be filed by amendment to this Form 8-K no later than Monday, July 29, 2024.
	(d	)	Exhibits
Ex.			Description
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits


Ex.		Description

3.1		Articles of Dissolution of KBS Growth & Income REIT, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

KBS GROWTH & INCOME REIT, INC.

Dated: July 24, 2024

/s/ Jeffrey K. Waldvogel

Dated: July 31, 2024

/s/ Jeffrey K. Waldvogel

Jeffrey K. Waldvogel

Chief Financial Officer, Treasurer and Secretary

Filing Compare · KBS Growth & Income REIT, Inc.