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): April 528, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

~~The~~Renewal ~~information~~of ~~in this Report set forth under Item 2.03 regarding~~ the ~~Modified~~Advisory ~~Term Loan is incorporated herein by reference.~~Agreement

~~Purchase~~On April 28, 2024, KBS Growth & Income REIT, Inc., (the “Company”), renewed the advisory agreement with KBS Capital Advisors LLC (the “Advisor”). The renewed advisory agreement is effective through April 28, 2025; however, either party may terminate the renewed advisory agreement without cause or penalty upon providing 60 days’ written notice and ~~Sale~~upon ~~Agreement~~payment ~~for~~by ~~Sale~~the Company to its stockholders of the final liquidating distribution pursuant to the Company’s complete plan of liquidation and dissolution, the advisory agreement will terminate automatically without further action by or on behalf of the Company or the Advisor. The ~~Offices~~terms atof ~~Greenhouse~~the renewed advisory agreement are identical to those of the advisory agreement that was previously in effect; however, the renewed advisory agreement confirms that no fees are payable under the advisory agreement as the Advisor has previously waived payment of any fees through the liquidation of the Company. In addition, the renewed advisory agreement provides for its automatic termination upon payment of the final liquidating distribution as discussed above.

~~On November 14, 2016, KBS Growth & Income REIT, Inc~~ITEM 9.01 ~~(the~~FINANCIAL ~~“Company”),~~STATEMENTS ~~through~~AND an indirect wholly owned subsidiary (the “Owner”), acquired a five-story Class A office building containing 203,284 rentable square feet located on approximately 4.6 acres of land in Houston Texas (“The Offices at Greenhouse”).EXHIBITS

The Owner entered into a purchase and sale agreement and escrow instructions (the “Sale Agreement”) for the sale of The Offices at Greenhouse to Red River Asset Management, LLC (the “Purchaser”) which became binding on the Company upon execution of the Discounted Payoff Agreement (as described below). The Purchaser is unaffiliated with the Company or its advisor. Pursuant to the Sale Agreement, the sale price for The Offices at Greenhouse is $18.3 million, subject to prorations and closing credits as provided in the Sale Agreement.


(d)						Exhibits

Ex.						Description

10.1						Advisory Agreement

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

The closing is expected to occur no later than May 17, 2024. There can be no assurance that the Company will complete the sale of The Offices at Greenhouse. The Purchaser would be obligated to purchase The Offices at Greenhouse only after satisfaction of agreed upon closing conditions. In some circumstances, if the Purchaser fails to complete the acquisition, it may forfeit up to $0.8 million.

Discounted Payoff Agreement for the Modified Term Loan

In connection with the execution of the Sale Agreement, the Owner, as borrower under the Modified Term Loan, which is secured by The Offices at Greenhouse, entered into a discounted payoff agreement with JP Morgan Chase Bank, N.A. (the “Lender”), effective as of April 11, 2024 (the “Discounted Payoff Agreement”). Pursuant to the Discounted Payoff Agreement, the Owner has the option to pay off the Modified Term Loan in full and complete satisfaction of all obligations of the Owner and KBS GI REIT Properties, the guarantor under the Modified Term Loan, at a discount by paying to the Lender an amount equal to the net sales proceeds generated by the sale of The Offices at Greenhouse, plus any cash and deposit amounts currently held by the Owner and KBS GI REIT Properties pursuant to certain terms and conditions as described in the Discounted Payoff Agreement.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Modified Term Loan

On April 11, 2024, the Owner entered into a fourth modification agreement with the Lender to extend the maturity date of the Modified Term Loan to May 31, 2024 (the “Fourth Modification Agreement”). If The Offices at Greenhouse sale fails to close by May 31, 2024, the Discounted Payoff Agreement will terminate and all amounts outstanding and due to the Lender of $36.0 million would remain outstanding.

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: April 11, 2024

BY:

/s/ Jeffrey K. Waldvogel

Dated: May 1, 2024

BY:

/s/ Jeffrey K. Waldvogel

Jeffrey K. Waldvogel

Chief Financial Officer, Treasurer and Secretary

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