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): ~~September~~January 2111, ~~2020~~2021

HGR Liquidating Trust

__________________________________

Exact name of registrant as specified in its charter)

Maryland

000-53964

85-6328984

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2800 Post Oak Blvd, Suite 5000, Houston, Texas

77056-6118

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code:			(888) 220-6121

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: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01 Entry ~~Into~~into a Material Definitive Agreement.

~~The~~On ~~information~~January 11, ~~discussed~~2021, ~~under~~Hines ~~Item~~Global ~~2.03~~REIT San Antonio Retail I LP (the “Seller”), a subsidiary of ~~this~~HGR ~~Current~~Liquidating ~~Report~~Trust on(the ~~Form~~“Company”), ~~8-K~~entered into an agreement of sale and purchase (the “Contract”) with Big V Acquisitions LLC (the “Purchaser”), to sell The Rim. The Rim is ~~incorporated~~a byretail ~~reference~~center ~~into~~located ~~this~~in ~~Item~~San 1Antonio, Texas.01 The Purchaser is not affiliated with HGR Liquidating Trust or its affiliates.

~~Item~~The 2contract sales price for The Rim is expected to be approximately $219.037 ~~Creation~~million, exclusive of atransaction ~~Direct~~costs, ~~Financial~~rent ~~Obligation~~free oradjustments an(in ~~Obligation~~respect of units which are currently under rent free periods) and closing prorations. The Purchaser funded an ~~Off-Balance~~earnest ~~Sheet~~money ~~Arrangement~~deposit of $1.0 million, which is expected to be refunded to the Purchaser at closing. The Purchaser will also fund an additional earnest money deposit of $1.5 million within three business days of February 28, 2021, provided that the agreement is still in effect. Additionally, the Purchaser may be entitled to a ~~Registrant~~return of its earnest money deposits if the Contract is validly terminated in accordance with the terms in the Contract. The Company has guaranteed the Seller's obligations that survive closing through December 15, 2021, provided that the aggregate potential liability is limited to 2% of the purchase price. During this survival period, the Company has agreed to maintain a minimum net worth of at least $7.0 million. HGR Liquidating Trust expects the closing of this sale to occur in March 2021, subject to a number of customary closing conditions. There is no guarantee that this sale will be consummated on the terms described herein or at all.

OnStatements ~~September 21,~~in ~~2020,~~this ~~HGR~~Current ~~Liquidating~~Report ~~Trust,~~on ~~(the~~Form ~~“Company”)~~8-K, ~~entered~~including ~~into~~intentions, abeliefs, ~~loan~~expectations ~~agreement~~or ~~with~~projections ~~Hines~~relating ~~Interests~~to ~~Limited~~the ~~Partnership~~potential ~~(“Hines”)~~sale ~~with a maximum principal amount~~ of ~~$35.0~~the ~~million.~~property ~~Interest~~described ~~on each advance is charged monthly at a variable rate~~herein, ~~which~~are ~~is Hines’ then~~forward-~~current~~looking ~~borrowing~~statements ~~rate~~within ~~under~~the ~~its~~meaning ~~revolving~~of ~~credit~~Section ~~facility~~27A (of the ~~“Hines~~Securities ~~Credit~~Act ~~Facility”).~~of ~~However~~1933, ~~(i)~~as inamended, ~~the~~and ~~event~~Section 21E of athe ~~replacement~~Securities orExchange aAct ~~refinancing~~ of ~~the Hines Credit Facility~~1934, ~~interest~~as onamended. ~~each~~Such ~~advance~~statements ~~will~~are bebased ~~charged~~on atcurrent ~~the~~expectations ~~rate~~and atassumptions ~~which~~with ~~Hines~~respect ~~may then borrow funds pursuant~~ to, ~~any~~among ~~such~~other ~~new~~things, ~~credit~~future ~~facility;~~economic, orcompetitive ~~(ii)~~and ifmarket ~~the~~conditions ~~Hines~~and ~~Credit~~future ~~Facility~~business isdecisions ~~terminated,~~that ~~the~~may ~~same~~prove ~~interest~~incorrect ~~rate~~or ~~paid~~inaccurate. byImportant ~~Hines~~factors ~~under~~that ~~the~~could ~~Hines~~cause ~~Credit~~actual ~~Facility~~results ~~immediately prior~~ to ~~such~~differ ~~termination.~~materially ~~Each~~from ~~advance~~those ~~under~~in the ~~loan~~forward-looking ~~agreement~~statements ~~must~~include bethe ~~repaid~~risk ~~within~~that ~~six~~the ~~months,~~closing ~~subject~~conditions tomay ~~one~~not ~~six-month~~be ~~extension~~satisfied, at the ~~option~~Purchaser ofmay ~~the~~determine ~~Company~~not ~~and~~to ~~subject~~close toon the ~~satisfaction~~acquisition ofand ~~certain~~other ~~conditions.~~risks ~~The~~described ~~Company~~from ~~may~~time ~~borrow amounts pursuant~~ to ~~the~~time ~~loan~~in ~~agreement~~HGR ~~from~~Liquidating ~~time~~Trust's toother ~~time~~filings ~~for~~with ~~working~~the ~~capital~~Securities and ~~general~~Exchange ~~corporate purposes~~Commission.

On September 23, 2020, the Company borrowed $6.0 million under the loan agreement to fund its working capital needs.

The loan agreement will terminate on the earlier of (i) the termination of the availability period as determined by Hines at its discretion (which will not impact the maturity date of any outstanding or previously approved advance under the loan agreement); (ii) March 31, 2021, subject to one or more 6-month extensions; and (iii) the date Hines accelerates the repayment of the loan agreement pursuant to any event of default.

The loan agreement also permits voluntary prepayment of the principal balance and accrued interest.

The loan agreement requires the maintenance of certain financial covenants, which include covenants concerning indebtedness to total asset value. In addition, the loan agreement contains customary affirmative and negative covenants, which, among other things, prohibit the Company from: (i) merging with other companies or converting into another entity; (ii) amending its organizational documents in any material respect that would adversely affect the Company’s obligations under the loan agreement; and (iii) if in default under the loan agreement, paying distributions to unitholders. The loan agreement also requires the Company to deliver to Hines certain annual financial information.

The loan agreement contains various customary events of default, which are described therein. As is customary in such financings, if an event of default occurs under the loan agreement, Hines may accelerate the repayment of amounts outstanding under the loan agreement and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period.

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.

HGR Liquidating Trust

September 25, 2020

By:

/s/ J. Shea Morgenroth

January 15, 2021

By:

/s/ J. Shea Morgenroth

Name: J. Shea Morgenroth

Title: Chief Financial Officer

Filing Compare · HGR Liquidating Trust