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): December 16, 2009 (December 15, 2009)

 

Behringer Harvard Opportunity REIT II, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

333-140887

 

20-8198863

(State or other jurisdiction of incorporation
or organization)

 

(Commission File Number)

 

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

 

15601 Dallas Parkway, Suite 600, Addison, Texas

75001

(Address of principal executive offices)

(Zip Code)

 

(866) 655-3600

(Registrant’s telephone number, including area code)

 

None

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01               Entry into a Material Definitive Agreement.

 

On December 15 2009, Behringer Harvard Opportunity REIT II, Inc., a Maryland corporation (which may be referred to herein as the “Company,” the “Registrant,” “we,” “our” or “us”) renewed the Amended and Restated Advisory Management Agreement (the “Advisory Agreement”) between us and our advisor, Behringer Harvard Opportunity Advisors II LP.  The renewed Advisory Agreement is effective as of January 4, 2010 for a term of one year; however, either party may terminate the Advisory Agreement without cause or penalty upon providing 60 days’ written notice.  The terms of the Advisory Agreement remain unchanged.

 

Item 7.01               Regulation FD Disclosure.

 

On December 16, 2009, the Company issued a press release announcing the appointment of James D. Fant as Chief Investment Officer and Bradford W. Takala as Vice President of Acquisitions of Behringer Harvard Opportunity Advisors II LP.  A copy of the press release, appearing as Exhibit 99.1, is furnished and not filed pursuant to Regulation FD.

 

Item 8.01               Other Events.

 

On December 15, 2009, the Company’s board of directors declared distributions payable to the stockholders of record each day during the months of January, February, and March 2010.  Distributions payable to each stockholder of record will be paid in cash on or before the 16th day of the following month.  The declared distributions equal a daily amount of $0.0013699 per share of common stock.  If this rate were paid each day for a 365-day period, it would equal a 5.0% annualized rate based on a purchase price of $10.00 per share.  A portion of each distribution will constitute a return of capital for tax purposes.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)           Exhibits.

 

99.1         Press Release

 

2



 

SIGNATURE

 

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.

 

 

 

 

BEHRINGER HARVARD OPPORTUNITY REIT II, INC.

 

 

 

 

 

 

Dated: December 16, 2009

 

By:

/s/ Gerald J. Reihsen, III

 

 

 

Gerald J. Reihsen, III

 

 

 

Executive Vice President — Corporate Development & Legal

 

3



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release

 

4


EXHIBIT 99.1

 

 

Behringer Harvard Further Deepens Its Acquisitions Bench

 

DALLAS, DECEMBER 16, 2009 — Behringer Harvard announced today the further expansion of the acquisitions team for its value-added and opportunistic commercial real estate investment programs including Behringer Harvard Opportunity REIT II, Inc.

 

Mr. James D. (Jim) Fant has been promoted to Chief Investment Officer of Behringer Harvard Opportunity Advisors II LP. He will be assisted by Mr. Bradford W. (Brad) Takala, who recently joined Behringer Harvard as Vice President of Acquisitions. They will be responsible for sourcing, negotiating and closing both equity and debt investments across all asset classes for Behringer Harvard’s opportunity-focused investment programs. Mr. Fant’s role also will include participation in strategic investment-related decisions for Behringer Harvard’s opportunity-style programs.

 

“Both Jim and Brad bring a wealth of experience to these roles,” said Mr. Samuel A. Gillespie, Chief Operating Officer of Behringer Harvard Opportunity REIT II, Inc. and Behringer Harvard Opportunity Advisors II LP. “I am confident that their expertise will significantly enhance our opportunistic and value-added investment programs. I look forward to working with them as we continue to expand our portfolio of assets for Opportunity REIT II, Inc.”

 

Mr. Fant has more than 25 years of experience in the commercial real estate industry. He has served as a senior member of the acquisitions team since joining Behringer Harvard in April 2005, and he was most recently Senior Vice President of Real Estate. Before joining Behringer Harvard, Mr. Fant served as Vice President of Acquisitions for the pension advisory firm Kennedy Associates. From 1983 to 1998, he served in multiple capacities for MEPC American Properties including Senior Vice President. Mr. Fant is a certified public accountant and a licensed real estate salesman. He received a bachelor of business administration degree in accounting from the University of Texas at Arlington.

 

Before joining Behringer Harvard in October 2009, Mr. Takala was a partner at Taurus Capital Markets, LLC, which is responsible for Taurus Investment Holdings’ large-scale global acquisitions, fund formation and institutional client relationships. He joined Taurus after nine years with INVESCO Real Estate, the last six of which he spent as an acquisitions officer. Before joining INVESCO, he worked for Cushman & Wakefield in the financial consulting group, partnering with the capital markets team on institutional sales. Mr. Takala holds a master of business administration degree from the Owen School of Management at Vanderbilt University and a bachelor’s degree from St. Lawrence University.

 

Behringer Harvard Opportunity REIT II, Inc. is a public, non-listed real estate investment trust targeting value-added and opportunistic investments in commercial real estate assets with significant potential for value creation over the life of the REIT. This REIT, which was launched in January 2008, is Behringer Harvard’s fifth value-added and opportunistic investment program and follows the successful full offering capitalization of four preceding programs with similar investment styles.

 

About Behringer Harvard

 

Behringer Harvard creates and manages global institutional-quality investment programs for individual and institutional investors through its real estate investment trusts, joint ventures and proprietary program structures. The company also offers strategic advisory, asset management and capital market solutions. Behringer Harvard has interests in or manages

 



 

more than $10 billion in assets. For more information, contact our U.S. headquarters toll-free at 866.655.3600 or our European headquarters at 011 49 40 34 99 99 90, or visit us online at behringerharvard.com.

 

This release contains forward-looking statements relating to the business and financial outlook of Behringer Harvard Opportunity REIT II, Inc. that are based on our current expectations, estimates, forecasts and projections and are not guarantees of future performance. Actual results may differ materially from those expressed in these forward-looking statements, and you should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this release. Such factors include those described in the Risk Factors sections of the offering documents for the offering of shares of Behringer Harvard Opportunity REIT II, Inc. Forward-looking statements in this document speak only as of the date on which such statements were made, and we undertake no obligation to update any such statements that may become untrue because of subsequent events. We claim the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

Katie Myers

Richards Partners

katie_myers@richards.com

214.891.5842

 

Jason Mattox

Chief Administrative Officer

Behringer Harvard

jmattox@behringerharvard.com

866.655.3600

Barbara Marler

Behringer Harvard

bmarler@behringerharvard.com

469.341.2312