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): ~~January~~August 3010, 2015

GLOBAL INCOME TRUST, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-54684

26-4386951

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

450 South Orange Ave.

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

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)

¨x 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 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement

~~Consummation of~~ Sale of ~~German~~U.S. ~~Portfolio~~ Properties

AsOn ~~previously reported on a Form 8-K that was filed on January~~August 210, 2015 ~~with the U.S. Securities and Exchange Commission (the “Commission”)~~, Global Income Trust, Inc. (the “Company”), through ~~its~~ various operating subsidiaries, entered into ana ~~agreement~~Purchase and onSale ~~December 29,~~Agreement ~~2014~~ (the “~~Share~~Sale ~~Purchase~~ Agreement”) with ~~German Retail~~Griffin ~~Income~~Capital ~~4 S.á.r.l.~~Corporation, ~~and German Retail Income 2 S~~Inc.~~á.r.l.~~, ~~unaffiliated~~a non-affiliated third ~~parties~~party (the “~~Buyers~~Buyer”), for the sale of ~~94.9% of~~ the ~~equity~~three ~~interests~~remaining ~~(hereinafter,~~properties in the ~~“Buyers~~Company’s ~~Shares”)~~real estate portfolio for an aggregate sale price of approximately $93.65 million in cash, less the ~~entities~~loans that ~~hold~~encumber the ~~Company’s~~ ~~assets~~properties inand ~~the~~will ~~Republic~~be ofassumed ~~Germany~~by Buyer at closing (the ~~“German Portfolio”~~Sale). AThe ~~copy~~net ofproceeds from the ~~Share~~Sale ~~Purchase~~will ~~Agreement~~be isapproximately ~~filed~~$38.46 million ~~herewith~~based ason July 31, ~~Exhibit~~2015 99loan balances.1.

OnThe ~~January 30,~~real ~~2015,~~properties ~~the~~to ~~Company~~be ~~and~~sold ~~the~~include: ~~Buyers~~(i) certain ~~completed~~real ~~the~~property ~~sale~~located ofin ~~the~~Jacksonville, Florida, ~~Buyers’~~upon ~~Shares.~~which ~~The~~is located ~~proceeds~~a todistribution ~~the~~facility ~~Company~~known ~~from~~as ~~the transaction~~“Imeson ~~were~~Park,” ~~approximately EUR~~(ii) ~~7.7 million,~~certain ~~including~~real ~~customary~~property ~~holdbacks,~~located ~~but~~in ~~before~~Fort ~~transaction~~Worth, ~~and~~Texas, ~~closing~~upon ~~costs~~which ofis ~~approximately~~located ~~EUR 0.7 million.~~an ~~Future~~office ~~uses~~building ofknown ~~the~~as ~~proceeds~~“Heritage ~~from~~Commons ~~the~~III,” ~~sale of the Buyers’ Shares could~~and ~~include~~(iii) certain ~~the~~real ~~facilitation~~property oflocated ~~strategic~~in Fort Worth, ~~alternatives~~Texas, ~~and~~upon awhich ~~potential~~is ~~special~~located ~~distribution~~an tooffice ~~stockholders.~~building Asknown aas ~~result~~“Heritage ofCommons ~~the~~IV” ~~sale~~(collectively, ~~the~~with ~~Company~~Imeson ~~has~~Park aand ~~retained~~Heritage ~~5.1%~~Commons ~~non-controlling~~III, ~~interest in~~ the ~~entities that hold the German Portfolio~~“U.S. Properties”).

The Sale Agreement contains customary representations, warranties, covenants and indemnities of the Company and the Buyer. Additionally, the closing of the Sale is subject to the satisfaction or waiver of customary closing conditions set forth in the Sale Agreement, including the accuracy of the other parties’ representations and warranties and compliance with covenants (subject in each case to materiality standards), approval of the transaction by the Company’s stockholders, and obtaining lender consents with respect to the sale of the U.S. Properties encumbered by loans to be assumed by the Buyer. There can be no assurance that the closing conditions will be satisfied, that the Sale will be consummated, or the timing thereof.

Pursuant to the terms of the Sale Agreement, the Company is also restricted from soliciting offers related to the sale of the U.S. Properties or a merger or sale of the Company. The Company may, however, respond to an unsolicited third party acquisition proposal that the Company’s board of directors reasonably determines in good faith constitutes (or would reasonably be expected to result in) a superior proposal and enter into discussions with that person regarding the acquisition proposal.

The Sale Agreement contains termination rights for both the Company and the Buyer; and the Company has agreed to pay to the Buyer a termination fee of $3 million if:

•

the Sale Agreement is terminated because (i) the Company receives a superior proposal, which is publicly announced before the date of the Company stockholder meeting at which the Sale will be voted on, and (ii) within 12 months of the termination of the Sale Agreement, the Company enters into a definitive agreement for, or consummates the sale of, the U.S. Properties, based on that superior proposal;

•

the Company enters into an alternative acquisition agreement with a third party that constitutes a superior proposal; or

•

the Company’s board of directors fails to recommend the Sale in the Company’s proxy statement to stockholders.

The U.S. Properties represent substantially all of the assets of the Company. Following the closing of the Sale and subject to the approval of the Company’s stockholders, the Company intends to liquidate and dissolve in compliance with the applicable provisions of the Maryland General Corporation Law (“MGCL”).

The Company expects to file a proxy statement with the Securities and Exchange Commission (the “SEC”) to notify stockholders of a special meeting, and to solicit proxies in favor of the transactions contemplated by the Sale Agreement and subsequent liquidation and dissolution of the Company.

The foregoing description of terms of the Sale Agreement is qualified in its entirety by reference to the text of the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

SunTrust Robinson Humphrey, Inc. served as financial advisor to the Special Committee of the Board of Directors of the Company, including in connection with the sale of the U.S. Properties.

Plan of Dissolution

In connection with the transactions contemplated by the Sale Agreement, the Company’s board of directors unanimously approved a plan of liquidation and dissolution (the “Plan of Dissolution”) pursuant to which the Company would be liquidated and dissolved, subject to consummation of the Sale Agreement and approval of the Plan of Dissolution, including the liquidation and dissolution of the Company pursuant thereto, by the Company’s stockholders.

Stockholders will receive, upon liquidation and dissolution, an aggregate amount currently estimated to be $7.01 per share of outstanding common stock of the Company. This is based on the cash proceeds that the Company expects to receive in connection with the Sale of the U.S. Properties, the proceeds of the liquidation of the Company’s remaining interests in the German Portfolio (as discussed in Item 8.01, below), the amount of cash on hand less closing costs, transaction costs, and other liabilities, plus a payment from CNL Financial Group, LLC, the Company’s sponsor (the “Sponsor”), or an affiliate of the Sponsor, representing a reimbursement of certain organization, offering and operating expenses. The total amount to stockholders upon liquidation and dissolution will be less than the Company’s most recently reported net asset valuation per share (“NAV”), as reported in the Company’s Current Report on Form 8-K filed on January 21, 2015. The NAV was established in accordance with the Investment Program Association’s Practice Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITS (the “IPA Guidelines”), which the Company and other non-traded REITs use to determine their estimated NAV. The principal factors in the total estimated stockholder distribution being less than NAV are asset based adjustments resulting from the sale negotiations and due diligence process, such as declining tenant credit, closing and transaction costs and changes in foreign currency related to the sale of the German Portfolio. The IPA Guidelines do not take into account closing costs relating to liquidating transactions, as the calculation of NAV in accordance with the IPA Guidelines is a “point in time” assessment of the appraised value of an asset and is not necessarily intended to represent the price at which an asset would sell, which is determined by negotiation between a willing buyer and seller.

Pursuant to the Plan of Dissolution, and as required by the MGCL, the Company would commence a formal process whereby it would give notice of its dissolution and allow its creditors an opportunity to come forward to make claims for amounts owed to them. Once the Company has complied with the applicable statutory requirements and either repaid its creditors or reserved amounts for payment to its creditors, including amounts required to cover as-yet unknown or contingent liabilities, the Company would distribute any remaining cash, less any reserved amounts for the payment of its ongoing expenses, to its stockholders.

The Plan of Dissolution provides that that the proposed dissolution be submitted for consideration by the stockholders at a special meeting. Pursuant to the MGCL and the Company’s charter, the proposed dissolution must be approved by the affirmative vote of the holders of not less than a majority of the common stock then outstanding and entitled to vote thereon. The Plan of Dissolution further provides that the Company’s board of directors will liquidate its remaining assets in accordance with the MGCL. If the Sale and the Plan of Dissolution, including the liquidation and dissolution of the Company pursuant thereto, are approved by the stockholders, the Company intends to make liquidating distributions of its remaining cash not owed or held as security for creditors or held in reserve, if any, in cash, to the stockholders as soon as practicable after the vote.

Under the Plan of Dissolution, the Company’s board of directors may modify, amend or abandon the Plan of Dissolution, notwithstanding stockholder approval, to the extent permitted by the MGCL. However, the Company will not amend or modify the Plan of Dissolution under circumstances that would require additional stockholder solicitations under the MGCL or the federal securities laws without complying with the MGCL and the federal securities laws. The Company has no present plans or intentions to modify, amend or abandon the Plan of Dissolution.

Stockholder approval of the Plan of Dissolution, including the liquidation and dissolution of the Company pursuant thereto, is contingent upon the stockholders’ approval of the Sale of the U.S. Properties.

The foregoing description of terms of the Plan of Dissolution is qualified in its entirety by reference to the text of the plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

The Company has posted to its website (IncomeTrust.com), and will mail to its stockholders, a letter notifying them that the board of directors of the Company approved and is recommending to the stockholders the transactions contemplated by the Sale Agreement and the Plan of Dissolution, and advising stockholders of related matters, including the decision to suspend the Company’s cash distributions. A copy of the stockholder letter is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference solely for the purposes of this Item 7.01 disclosure.

The Company also posted to its website, at IncomeTrust.com, and will mail to its stockholders, a Q&A pertaining to the proposed Sale and the Plan of Dissolution. A copy of the Q&A is filed herewith as Exhibit 99.3 and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The Company sent a correspondence to financial advisors and broker dealers that sold shares of the Company’s common stock in the Company’s public offering, notifying them that the board of directors of the Company approved and is recommending to the Company’s stockholders the Sale of the U.S. Properties and the Plan of Dissolution, the suspension of the Company’s cash distributions, and related matters. A copy of the Company’s correspondence to financial advisors and broker dealers is filed herewith as Exhibit 99.4 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”), the information contained in this Item 7.01 disclosure, including Exhibits 99.2, 99.3, 99.4 and 99.5 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

By furnishing the information contained in this Item 7.01 disclosure, including Exhibit 99.3, the Company makes no admission as to the materiality of such information.

Item 8.01

Other Events.

~~Decision~~Suspension toof ~~Sell~~Cash ~~Austin,~~Distributions ~~Texas Distribution Center~~

In ~~2013,~~light of the ~~Company~~pending ~~formed~~Sale ~~a special committee to explore strategic alternatives,~~ and ~~engaged~~the ~~SunTrust~~Plan ~~Robinson~~of ~~Humphrey~~Dissolution, ~~Inc.~~the ~~specifically~~board ~~to provide~~of ~~advisory~~directors ~~services~~voted ~~in regards~~ to suspend the Company’s ~~domestic~~cash ~~assets.~~distribution ~~Following~~on ~~the sale of a 94.9% interest in~~ its common ~~foreign~~stock ~~assets,~~effective ~~described~~as inof ~~Item~~August 24, 2015.01 ~~of this Current Report~~Accordingly, the Company ~~has determined that it~~ will ~~begin~~not todeclare ~~explore~~or ~~a single~~issue ~~asset~~any ~~sale~~further ofdistributions ~~its~~on ~~Royston~~the ~~Lane~~Company’s ~~Distribution~~common ~~Center~~stock ~~located~~after inthe ~~Pflugerville,~~effective ~~Texas,~~date ~~near~~of ~~Austin (~~the ~~“Austin Facility”)~~suspension. The ~~Austin~~accrued ~~Facility~~distributions isup ato ~~51,189 square~~and ~~foot distribution center that Company acquired in June 2011 for~~through ~~approximately~~the ~~$5 million,~~effective ~~and~~date isof ~~currently~~the ~~leased~~suspension ~~to FedEx Ground Package System, Inc. The Austin Facility~~ will be ~~categorized~~paid asto ~~held~~stockholders ~~for~~on ~~sale~~or asabout ~~of February 2~~September 9, 2015~~, and will be marketed through a commercial real estate broker~~.

Sale of Interests in the German Portfolio

As previously reported, the Company sold 94.9% of the equity interests in the entities that hold various assets located in the Republic of Germany (the “German Portfolio”) to a non-affiliated party on January 30, 2015 and retained an indirect 5.1% non-controlling equity interest in the German Portfolio. In order to monetize the Company’s remaining interests in the German Portfolio in connection with the transactions contemplated by the Sale Agreement and the Plan of Dissolution, the board of directors of the Company, including a majority of the independent directors, approved a sale of the following two interests to the Sponsor, or an affiliate of the Sponsor, for an aggregate sale price of $500,000: (i) all of the Company’s right, title and interest in GIT International Holding Sàrl, which owns the 5.1% non-controlling interest in the German Portfolio, and (ii) all of the right, title and interest of the Company’s operating partnership, as lender, with respect to certain intercompany, subordinated, unsecured promissory notes in the German Portfolio. The sale of the Company’s remaining interests in the German Portfolio to the Company’s Sponsor, or an affiliate of the Sponsor, is subject to stockholders’ approval of the Sale and the Plan of Dissolution.

Item 9.01

Financial Statements and Exhibits.

(bd) ~~Pro forma financial information.~~Exhibits

The below unaudited pro forma condensed consolidated balance sheet of the Company at September 30, 2014 illustrates the estimated effect of the sale of the Buyer’s Shares described in Item 2.01, above, as if the sale had occurred on such date. The below unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2014 and for the years ended December 31, 2013 and 2012 (the “Pro Forma Periods”) include certain pro forma adjustments to illustrate the estimated effect of the sale of the Buyer’s Shares, as if such sale had occurred prior to the Pro Forma Periods. The German Portfolio was acquired during the year ended December 31, 2012, therefore, the Company’s statement of operations for the year ended December 31, 2011 does not require any pro forma adjustments, and accordingly, is not included with the below pro forma financial information.


10.1		Purchase and Sale Agreement, dated August 10, 2015, by and among GIT Imeson Park FL, LLC, IN-105 Heritage III, LLC, GIT Heritage IV TX, LLC, Global Income Trust, Inc., and Griffin Capital Corporation, Inc.

99.1		Plan of Liquidation and Dissolution of Global Income Trust, Inc.

99.2		Letter to the Company’s Stockholders dated August 11, 2015.

99.3		Stockholder Q&A dated August 11, 2015.

99.4		Communication with Financial Advisors and Broker Dealers dated August 11, 2015.

~~The~~Additional ~~below~~Information ~~unaudited~~about ~~pro~~the ~~forma~~Proposed ~~condensed~~Transactions ~~consolidated balance sheet~~ and ~~statements~~Where ~~of operations are presented for informational purposes only, and do not purport~~ to beFind ~~indicative~~It of the Company’s financial results as if the transactions reflected herein had occurred on the date or been in effect during the Pro Forma Periods. Further, the unaudited pro forma condensed consolidated balance sheet and statements of operations should not be viewed as indicative of the Company’s financial results in the future; and they should be read in conjunction with the Company’s financial statements as filed with the Commission on Form 10-Q for the nine months ended September 30, 2014 and on Form 10-K for the years ended December 31, 2013 and 2012.

1The Company plans to file with the SEC a preliminary proxy statement for the proposed transactions. A definitive proxy statement will be mailed to the Company’s stockholders. THE DEFINITIVE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED SALE OF THE U.S. PROPERTIES, THE PLAN OF DISSOLUTION, AND RELATED MATTERS. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTIONS, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY MATERIALS CAREFULLY WHEN THEY ARE AVAILABLE. The proxy statement and other documents, when filed with the SEC by the Company, can be obtained free of charge through the website maintained by the SEC at .sec.gov, and at the Company’s website at IncomeTrust.com under the tab “Investor Relations” and then “SEC Filings.”

~~(d)~~Participants ~~Exhibits.~~in the Solicitation

99The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transactions.1 ~~Share~~Information ~~Purchase~~regarding ~~Agreement~~the ~~dated~~special ~~effective~~interests ~~December~~of ~~29,~~these ~~2014~~directors byand executive officers in the proposed transactions will be included in the definitive proxy statement referred to above. Additional information regarding the Company’s directors and ~~among~~executive ~~various~~officers ~~operating~~is ~~subsidiaries~~also ofincluded in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~German~~2014, ~~Retail~~which ~~Income~~was 4filed Swith the SEC on March 13, 2015.á The Annual Report is available free of charge at the SEC’s website at sec.~~r.l.,~~gov and ~~German~~from ~~Retail~~the ~~Income~~Company 2on Sits website at IncomeTrust.ácom.~~r.l.~~ ~~(Redacted~~Other ~~Agreement~~information ~~filed.~~about ~~Confidential~~the ~~Treatment~~participants ~~Requested~~in bythe ~~Global~~proxy ~~Income~~solicitation ~~Trust,~~will ~~Inc~~be contained in the proxy statement.)

Cautionary Note Regarding Forward-Looking Statements

The information above contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe ~~harbors~~harbor created by Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate ~~strictly~~ strictly to historical or current facts, but reflect management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and words and terms of similar substance. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors.

Some factors that might cause such a difference include, but are not limited to, the following: the Company’s inability to identify a liquidity event or, even if identified, complete a transaction on favorable terms; risks associated with the Company’s investment strategy; a worsening economic environment in the U.S. or globally, including financial market fluctuations; risks associated with real estate markets, including declining real estate values; risks associated with the limited amount of proceeds raised in the Company’s offering of its shares, including the limited number of investments made; risks of doing business internationally, including currency risks; the Company’s failure to obtain, renew or extend necessary financing or to access the debt or equity markets; the use of debt to finance the Company’s business activities, including refinancing and interest rate risk and the Company’s failure to comply with debt covenants; the Company’s inability to make necessary improvements to properties on a timely or cost-efficient basis; risks related to property expansions and renovations; competition for properties and/or tenants; defaults on or non-renewal of leases by tenants; failure to lease properties on favorable terms or at all; the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of the Company’s accounting estimates; unknown liabilities of acquired properties or liabilities caused by property managers or operators; consequences of the Company’s net operating losses; increases in operating costs and other expenses; uninsured losses or losses in excess of the Company’s insurance coverage; the impact of outstanding and/or potential litigation; risks associated with the Company’s tax structuring; failure to maintain the Company’s REIT qualification; and the Company’s inability to protect its intellectual property and the value of its brand.

Given these uncertainties, the Company cautions you not to place undue reliance on such statements. For further information regarding risks and uncertainties associated with the Company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained from the Company’s website at www.incometrust.com. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2014

	HistoricalSeptember 30,2014			German PortfolioPro FormaAdjustments (a)			Pro FormaSeptember 30,2014
ASSETS
Real estate investment properties, net	$	64,890,721		$	—		$	64,890,721
Assets held for sale		22,299,057			(22,299,057	) (b)		—
Lease intangibles, net		15,094,552			—			15,094,552
Cash and cash equivalents		7,195,462			8,233,369	(c)		15,428,831
Deferred rent		2,137,020			—			2,137,020
Restricted cash		1,861,266			—			1,861,266
Loan costs, net		522,749			—			522,749
Other assets		331,672			—			331,672
Investment in and advances to unconsolidated entities		—			447,445	(d)		447,445
Total Assets	$	114,332,499		$	(13,618,243	)	$	100,714,256
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgage notes payable	$	56,471,137		$	—		$	56,471,137
Liabilities held for sale		14,186,890			(14,186,890	) (b)		—
Unearned rent		705,831			—			705,831
Accounts payable and accrued expenses		617,364			—			617,364
Other liabilities		441,144			—			441,144
Real estate taxes payable		795,915			—			795,915
Due to related parties		148,518			—			148,518
Total Liabilities		73,366,799			(14,186,890	)		59,179,909
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value per share, authorized and unissued 200,000,000 shares		—			—			—
Common stock, $0.01 par value per share, 1,120,000,000 shares authorized, 8,419,689 shares issued and 8,257,410 shares outstanding as of September 30, 2014		82,575			—			82,575
Capital in excess of par value		70,070,012			—			70,070,012
Accumulated distributions		(13,587,267	)		—			(13,587,267	)
Accumulated deficit		(15,345,818	)		568,647	(e)		(15,003,064	)
					(225,893	) (f)
Accumulated other comprehensive loss		(253,802	)		225,893	(f)		(27,909	)
Total stockholders’ equity		40,965,700			568,647			41,534,347
Total Liabilities and Stockholders’ Equity	$	114,332,499		$	(13,618,243	)	$	100,714,256

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

	HistoricalSeptember 30,2014			German PortfolioPro FormaAdjustments (a)			Pro FormaSeptember 30,2014
Revenues:
Rental income from operating leases	$	7,212,850		$	—		$	7,212,850
Tenant reimbursement income		1,089,190			—			1,089,190
Total revenues		8,302,040			—			8,302,040
Expenses:
Property operating expenses		2,156,089			—			2,156,089
General and administrative		957,386			—			957,386
Property management fees		215,911			—			215,911
Depreciation and amortization		4,657,435			—			4,657,435
Total expenses		7,986,821			—			7,986,821
Operating income		315,219			—			315,219
Other income (expense):
Interest and other income		18,614			—			18,614
Equity in earnings of unconsolidated entities		—			20,037	(e)		20,037
Interest expense and loan cost amortization		(2,615,421	)		—			(2,615,421	)
Total other expense		(2,596,807	)		20,037			(2,576,770	)
Loss from continuing operations before income taxes		(2,281,588	)		20,037			(2,261,551	)
Income tax expense		(38,596	)		—			(38,596	)
Loss from continuing operations	$	(2,320,184	)	$	20,037		$	(2,300,147	)
Net income (loss) per share of common stock (basic and diluted)	$	(0.28	)				$	(0.28	)
Weighted average number of shares of common stock outstanding (basic and diluted)		8,257,410						8,257,410

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

~~GLOBAL~~ the ~~INCOME~~Company’s ~~TRUST~~failure ~~PROPERTIES~~to obtain, ~~INC.~~renew ~~AND~~or ~~SUBSIDIARIES~~extend necessary financing or to access the debt or equity markets; the use of debt to finance the Company’s business activities, including refinancing and interest rate risk and the Company’s failure to comply with debt covenants; the Company’s inability to make necessary improvements to properties on a timely or cost-efficient basis; risks related to property expansions and renovations; competition for properties and/or tenants; defaults on or non-renewal of leases by tenants; failure to lease properties on favorable terms or at all; the impact of current and future environmental, zoning and other governmental regulations affecting the Company’s properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of the Company’s accounting estimates; unknown liabilities of acquired properties or liabilities caused by property managers or operators; consequences of the Company’s net operating losses; increases in operating costs and other expenses; uninsured losses or losses in excess of the Company’s insurance coverage; the impact of outstanding and/or potential litigation; risks associated with the Company’s tax structuring; failure to maintain the Company’s REIT qualification; and the Company’s inability to protect its intellectual property and the value of its brand.

~~UNAUDITED~~Given ~~PRO~~these ~~FORMA~~uncertainties, ~~CONDENSED~~the ~~CONSOLIDATED~~Company ~~STATEMENT~~cautions OFyou ~~OPERATIONS~~not to place undue reliance on such statements. For further information regarding risks and uncertainties associated with the Company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained from the Company’s website at www.incometrust.com. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

FOR THE YEAR ENDED DECEMBER 31, 2013

	HistoricalDecember 31,2013			German PortfolioPro FormaAdjustments (b)			Pro FormaDecember 31,2013
Revenues:
Rental income from operating leases	$	12,278,141		$	(2,305,011	)	$	9,973,130
Tenant reimbursement income		1,443,619			(183,713	)		1,259,906
Total revenues		13,721,760			(2,488,724	)		11,233,036
Expenses:
Property operating expenses		2,913,256			(290,713	)		2,622,543
General and administrative		1,883,585			(258,279	)		1,625,306
Acquisition fees and expenses		58,298			(58,094	)		204
Asset management fees		1,206,116			(238,039	) (c)		968,077
Property management fees		404,543			(111,302	)		293,241
Adjustment to contingent purchase price consideration		108,500			—			108,500
Depreciation and amortization		7,015,582			(810,302	)		6,205,280
Total expenses		13,589,880			(1,766,729	)		11,823,151
Expense support		(1,764,373	)		238,039	(c)		(1,526,334	)
Net expenses		11,825,507			(1,528,690	)		10,296,817
Operating income (loss)		1,896,253			(960,034	)		936,219
Other income (expense):
Interest and other income		51,194			—			51,194
Equity in earnings of unconsolidated entities		—			11,290	(e)		11,290
Interest expense and loan cost amortization		(4,280,334	)		496,371	(d)		(3,783,963	)
Total other expense		(4,229,140	)		507,661			(3,721,479	)
Loss from continuing operations before income taxes		(2,332,887	)		(452,373	)		(2,785,260	)
Income tax expense		(59,959	)		4,236			(55,723	)
Net loss from continuing operations	$	(2,392,846	)	$	(448,137	)	$	(2,840,983	)
Net loss per share of common stock (basic and diluted)	$	(0.30	)				$	(0.36	)
Weighted average number of shares of common stock outstanding (basic and diluted)		7,931,165						7,931,165

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

	HistoricalDecember 31,2012			German PortfolioPro FormaAdjustments (b)			Pro FormaDecember 31,2012
Revenues:
Rental income from operating leases	$	7,786,602		$	(679,217	)	$	7,107,385
Tenant reimbursement income		1,266,189			(27,393	)		1,238,796
Total revenues		9,052,791			(706,610	)		8,346,181
Expenses:
Property operating expenses		2,675,793			(32,216	)		2,643,577
General and administrative		1,879,149			(122,125	)		1,757,024
Acquisition fees and expenses		3,206,690			(2,284,015	)		922,675
Asset management fees		679,802			(65,920	) (c)		613,882
Property management fees		255,615			(28,497	)		227,118
Depreciation and amortization		4,464,681			(251,568	)		4,213,113
Total expenses		13,161,730			(2,784,341	)		10,377,389
Expense support		(1,073,984	)		65,920	(c)		(1,008,064	)
Net expenses		12,087,746			(2,718,421	)		9,369,325
Operating income (loss)		(3,034,955	)		2,011,811			(1,023,144	)
Other income (expense):
Interest and other income		4,743			—			4,743
Equity in earnings of unconsolidated entities		—			9,564	(e)		9,564
Interest expense and loan cost amortization		(3,429,551	)		153,799	(d)		(3,275,752	)
Total other expense		(3,424,808	)		163,363			(3,261,445	)
Loss from continuing operations before income taxes		(6,459,763	)		2,175,174			(4,284,589	)
Income tax benefit (expense)		225,175			(270,205	)		(45,030	)
Net loss from continuing operations	$	(6,234,588	)	$	1,904,969		$	(4,329,619	)
Net loss per share of common stock (basic and diluted)	$	(1.27	)				$	(0.88	)
Weighted average number of shares of common stock outstanding (basic and diluted)		4,908,673						4,908,673

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the disposition of German Portfolio described in Note 2. “Pro Forma Transaction” had occurred as of September 30, 2014. The accompanying unaudited pro forma condensed consolidated statements of operations of the Company are presented for the nine months ended September 30, 2014 and for the years ended December 31, 2013 and 2012 (the “Pro Forma Periods”), and include certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, described in Note 2. “Pro Forma Transaction”, as if the disposition had occurred prior to the Pro Forma Period. The amounts included in the historical columns represent the Company’s historical balance sheet and operating results for the respective Pro Forma Periods presented as filed with the Securities and Exchange Commission.

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (“GAAP”). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transaction, as if management’s actions were carried out in previous reporting periods.

This unaudited pro forma condensed consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company’s financial results or financial position as if the transactions reflected herein had occurred, or been in effect during the Pro Forma Periods. In addition, this unaudited pro forma condensed consolidated financial information should not be viewed as indicative of the Company’s expected financial results for future periods.

2. Pro Forma Transaction

On December 29, 2014, the Company entered into a Share Purchase Agreement with unaffiliated third-parties for the sale of 94.9% of its equity interest in two wholly-owned subsidiaries in Luxembourg that hold its five properties in Germany (“German Portfolio”). The sale price for the 94.9% interest is based on an aggregate current valuation of approximately €18.6 million for the German Portfolio (subject to adjustment for certain receivables and operational fees and expenses). The proceeds to the Company for the sale of its 94.9% interest in the German Portfolio is expected to be approximately €7.7 million, excluding transaction costs of approximately €0.7 million, as the German Portfolio will retain its approximate €10.9 million in third-party indebtedness.

On January 30, 2015, the Company completed the sale of 94.9% of its interest in the German Portfolio. The Company has determined that it will not control of the German Portfolio and, therefore, the German Portfolio will be deconsolidated as of January 30, 2015. The Company will retain a 5.1% non-controlling interest in the German portfolio, which will be reflected as an investment in and advances to unconsolidated entities in the Company’s consolidated balance sheet.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet

The adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet represent adjustments needed in order to present the Company’s historical balance sheet as if the disposition of the German Portfolio occurred as of September 30, 2014.

(a) These adjustments reflect the elimination of certain account balances relating to the German Portfolio as if the sale was consummated as of September 30, 2014. Other adjustments, as described in (b) through (e), reflect the elimination of the net carrying value, receipt of the net cash proceeds on the completed sale of the 94.9% equity interest in the German Portfolio, assumption of the indebtedness collateralized by the German Portfolio, and the retained 5.1% non-controlling interest in the German Portfolio.

(b) This amount reflects the elimination of the net book value of the assets and liabilities, including the related lease intangibles assets, net and mortgage notes payable, related to the German Portfolio.

(c) Cash and cash equivalents has been increased to reflect the net cash proceeds received by the Company on the completed sale of its 94.9% equity interest in the German Portfolio.

(d) Investment in unconsolidated entities increased to reflect the retained 5.1% non-controlling interest in the German Portfolio, as described in Note 2. “Pro Forma Transaction,” calculated as follows:

5.1% of the carrying value of assets held for sale	$	1,137,252
Plus: 5.1% of the cash and cash equivalents		33,724
Less: 5.1% of the carrying value of liabilities assumed		(723,531	)
Investment in and advances to unconsolidated entities	$	447,445

(e) Accumulated deficit and accumulated other comprehensive loss have been adjusted to reflect the gain (loss) recognized on the sale of the 94.9% equity interest in the German Portfolio, which is calculated based on a Euro to U.S. Dollar exchange rate of $1.27 as of September 30, 2014 as follows:

Net sales proceeds	$	8,894,637
Less: 94.9% of the carrying value of assets held for sale		(21,161,805	)
Less: 94.9% of the cash and cash equivalents		(627,544	)
Plus: 94.9% of the carrying value of liabilties assumed		13,463,359
Excess net sales proceeds over carrying value, net	$	568,647

(f) Reclassification from accumulated other comprehensive loss of 94.9% of the cumulative translation adjustment attributable to the German Portfolio.

GLOBAL INCOME TRUST, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations

The adjustments to the unaudited pro forma condensed consolidated statements of operations represent adjustments needed to the Company’s historical results in order to remove the historical operating results related to the German Portfolio for the Pro Forma Periods and present the financial statements as if the German Portfolio had been sold prior to January 1, 2012.

(a) The assets and liabilities for the German Portfolio were classified as held for sale as of September 30, 2014. As a result, the historical results of operations for the German Portfolio were included as part of income or loss from discontinued operations for the nine months ended September 30, 2014 and therefore are not included in the accompanying unaudited pro forma condensed consolidated statement of operations for the period then ended.

(b) Except as described in (c) and (d) below, these amounts represent the elimination of the operations for the German Portfolio from the historical amounts included in continuing operations for the years ended December 31, 2013 and 2012 to reflect the sale of the Company’s 94.9% equity interest in the German Portfolio as if the disposition had occurred as of the first day of the first Pro Forma Period presented.

(c) Amounts include the elimination of asset management fees, calculated at an annual rate of approximately 1% of the Company’s real estate assets under management. These fees were historically deferred and subordinated by the Company to its Advisor in accordance with the terms of the original expense support agreement and would not have been incurred subsequent to the disposition of these assets.

(d) Represents the elimination of interest expense and loan cost amortization to reflect the buyer’s assumption of the indebtedness collateralized by the German Portfolio as if the assumption had occurred as of the first day of the first Pro Forma Period presented.

(e) This amount reflects the recording of equity in earnings on the retained 5.1% equity interest in the German portfolio.

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.

Date: February 5, 2015		GLOBAL INCOME TRUST, INC.
Date: August 11, 2015		GLOBAL INCOME TRUST, INC. a Maryland Corporation
		a Maryland Corporation
	By:	/s/ Scott C. Hall
		Scott C. Hall
		Scott C. Hall Senior Vice President of Operations
		Senior Vice President of Operations

EXHIBIT INDEX


Exhibit No.		Exhibit Description

10.1		Purchase and Sale Agreement, dated August 10, 2015, by and among GIT Imeson Park FL, LLC, IN-105 Heritage III, LLC, GIT Heritage IV TX, LLC, Global Income Trust, Inc., and Griffin Capital Corporation, Inc.

99.1		Plan of Liquidation and Dissolution of Global Income Trust, Inc.

99.2		Letter to the Company’s Stockholders dated August 11, 2015.

99.3		Stockholder Q&A dated August 11, 2015.

99.4		Communication with Financial Advisors and Broker Dealers dated August 11, 2015.

Filing Compare · Global Income Trust, Inc.