SEC Division of Corporation Finance no-action letter: KBS Real Estate Investment Trust, Inc.

DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27622-2350
T 919.786.2000
F 919.786.2200
W www.dlapiper.com
Carrie J. Hartley carrie.hartley@dlapiper.com
T 919.786.2007 F 919.786.2200
BY ELECTRONIC MAIL
References: Securities Exchange Act of 1934 SEC Division of Corporation Finance Section 12(g) Office of Chief Counsel Section 13(a) 100 F Street, N.E. Section 15(d) Washington, D.C. 20549 Re: KBS Real Estate Investment Trust, Inc. (SEC File No. 000-52606): Request for Relief from Exchange Act Requirements During Liquidation and Dissolution Ladies and Gentlemen:
On behalf of KBS Real Estate Investment Trust, Inc. (the “Company”), we are writing to request relief from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in light of the Company’s near completion of its liquidation and dissolution. The Company specifically requests that the staff grant it relief from further reporting requirements under Sections 13(a) and 15(d) of the Exchange Act, beginning with and including its Annual Report on Form 10-K for the year ended December 31, 2017. The Company proposes to undertake to disclose any material developments relating to its liquidation and dissolution on Current Reports on Form 8-K until the Company completes its liquidation, at which time it will file a Form 15 with the SEC. The Company filed Articles of Dissolution (the “Articles”) with the Maryland State Department of Assessments and Taxation (the “SDAT”) on October 10, 2017, which became effective upon filing (the “Dissolution Date”), and as of that time, the Company closed its transfer books such that the Company’s transfer agent will not record any further transactions of the Company’s Common Stock (defined below), except by will, intestate succession or operation of law, and the Company will not issue any new shares of Common Stock. On November 22, 2017, the Company sold the last real estate property in its portfolio, and on December 19, 2017, the Company paid an aggregate liquidating distribution of $442.0 million to its stockholders of record as of December 14, 2017. Thus, as of the date of this letter, the Company’s total remaining assets consisted of approximately $7.0 million in cash and cash equivalents, which funds make up the amount the Company has accrued for known and contingent liabilities and expenses and its reserve fund for potential unknown expenses and liabilities in liquidation.
I. BACKGROUND
The Company.
The Company was formed on June 13, 2005 as a Maryland corporation and elected to be taxed as a real estate investment trust (a “REIT”). On January 13, 2006, the Company’s registration statement on Form S-11 (Reg. No. 333-126087) (as amended, the “Registration Statement”) for its initial public offering was declared effective by the SEC. Its primary initial public offering was for a maximum of $2,000,000,000 of shares of common stock, par value $0.01 per share (the “Common Stock”), plus an additional $760,000,000 of shares of Common Stock pursuant to its dividend reinvestment plan (the “DRP”). The Company ceased offering shares in its primary initial public offering on May 30, 2008. On September 17, 2008, the Company filed Post-Effective Amendment No. 14 to the Registration Statement to de-register all of its unsold primary initial public offering shares and terminate its primary initial public offering. Post￾Effective Amendment No. 14 was declared effective by the SEC on September 22, 2008. The Company filed Post-Effective Amendment No. 15 to the Registration Statement on September 25, 2008 to convert EAST\151423096.2