2014

G REIT, Inc. Transfers Remaining Assets and Liabilities to G REIT Liquidating Trust

    SANTA ANA, Calif., Jan. 28 /PRNewswire-FirstCall/ -- Gary H. Hunt, W.
 Brand Inlow, Edward A. Johnson, D. Fleet Wallace and Gary T. Wescombe, the
 trustees (the "Trustees") of the G REIT Liquidating Trust (the "Liquidating
 Trust"), today announced that G REIT, Inc. (the "Company") transferred its
 remaining assets to, and its remaining liabilities were assumed by, the
 Liquidating Trust in accordance with the Company's Plan of Liquidation and
 Dissolution (the "Plan of Liquidation") and an Agreement and Declaration of
 Trust (the "Trust Agreement"). The Company's stock transfer books were
 closed as of the close of business on January 22, 2008 (the "Record Date").
 
     The Trustees also announced that the Company filed a Form 15 with the
 Securities and Exchange Commission to terminate the registration of the
 Company's common stock under the Securities Exchange Act of 1934 and that
 the Company will cease filing reports under that act. However, the Trustees
 will issue to beneficiaries of the Liquidating Trust and file with the
 Securities and Exchange Commission annual reports on Form 10-K and current
 reports on Form 8-K.
 
     Upon the formation of the Liquidating Trust, each stockholder of the
 Company on the Record Date (each, a "beneficiary") automatically became the
 holder of one unit of beneficial interest in the Liquidating Trust for each
 share of the Company's common stock then held of record by such
 stockholder. In accordance with the Plan of Liquidation, all outstanding
 shares of the Company's common stock were deemed cancelled when the assets
 and liabilities of the Company were transferred to the Liquidating Trust.
 Stockholders were not required to take any action to receive beneficial
 interests, and the rights of beneficiaries in their beneficial interests
 are not represented by any form of certificate or other instrument. The
 Trustees maintain a record of the name and address of each beneficiary and
 such beneficiary's aggregate units of beneficial interest in the
 Liquidating Trust. Subject to certain exceptions related to transfer by
 will, intestate succession or operation of law, beneficial interests in the
 Liquidating Trust are not transferable, nor does a beneficiary have
 authority or power to sell or in any other manner dispose of any such
 beneficial interests.
 
     In addition, immediately before the transfer of the Company's assets
 and liabilities to the Liquidating Trust, the Company's operating
 partnership redeemed the special limited partner interest held by Triple
 Net Properties, LLC in exchange for the right to receive 15% of certain
 distributions made by the Company and the Liquidating Trust after the
 Company's stockholders have received certain returns, as provided by the
 partnership agreement. After the redemption, the Company owned 100% of the
 outstanding partnership interests in the operating partnership. The
 operating partnership was dissolved in connection with the dissolution of
 the Company, and all of its assets and liabilities were distributed to the
 Company.
 
     The Liquidating Trust was organized for the purpose of winding up the
 Company's affairs and the liquidation of its assets. The transfer of the
 Company's assets and liabilities to the Liquidating Trust should preserve
 the Company's ability to have deducted amounts distributed pursuant to the
 Plan of Liquidation as dividends and thereby not be subject to federal
 income tax on such amounts. It is expected that from time to time the
 Liquidating Trust will make distributions of its assets to beneficiaries,
 but only to the extent that such assets will not be needed to provide for
 the liabilities (including contingent liabilities) assumed by the
 Liquidating Trust. No assurances can be given as to the amount or timing of
 any distributions by the Liquidating Trust.
 
     For federal income tax purposes, on the date the assets and liabilities
 of the Company were transferred to the Liquidating Trust, each stockholder
 of the Company as of the Record Date was treated as having received a pro
 rata share of the assets of the Company transferred to the Liquidating
 Trust, less such stockholder's pro rata share of the liabilities of the
 Company ("net equity") assumed by the Liquidating Trust. Accordingly, on
 that date each stockholder should recognize gain or loss in an amount equal
 to the difference between (x) the fair market value of such stockholder's
 pro rata share of the net equity of the Company transferred to the
 Liquidating Trust, and (y) such stockholder's adjusted tax basis in the
 shares of the Company's common stock held by such stockholder on the Record
 Date.
 
     The Liquidating Trust is intended to qualify as a "liquidating
 (grantor) trust" for federal income tax purposes. As such, the Liquidating
 Trust should not itself be subject to federal income tax. Instead, each
 beneficiary (formerly stockholder) shall take into account in computing its
 taxable income, its pro rata share of each item of income, gain, loss and
 deduction of the Liquidating Trust, regardless of the amount or timing of
 distributions made by the Liquidating Trust to beneficiaries.
 Distributions, if any, by the Liquidating Trust to beneficiaries generally
 should not be taxable to such beneficiaries. The Trustees will furnish to
 beneficiaries of the Liquidating Trust a statement of their pro rata share
 of the assets transferred by the Company to the Liquidating Trust, less
 their pro rata share of the Company's liabilities assumed by the
 Liquidating Trust so that they may calculate their gain or loss on the
 transfer. On a yearly basis, the Trustees also will furnish to
 beneficiaries a statement of their pro rata share of the items of income,
 gain, loss, deduction and credit (if any) of the Liquidating Trust to be
 included on their tax returns.
 
     The state and local tax consequences of the transfer of assets to the
 Liquidating Trust may be different from the federal income tax consequences
 of such transfer. In addition, any items of income, gain, loss, deduction
 or credit of the Liquidating Trust, and any distribution made by the
 Liquidating Trust, may be treated differently for state and local tax
 purposes than for federal income tax purposes.
 
     The tax summary above is for general informational purposes only and
 does not address all possible tax considerations that may be material to a
 stockholder of the Company or a beneficiary of the Liquidating Trust and
 does not constitute legal or tax advice. Moreover, it does not deal with
 all tax aspects that might be relevant to a stockholder of the Company or a
 beneficiary of the Liquidating Trust, in light of its personal
 circumstances, nor does it deal with particular types of stockholders that
 are subject to special treatment under the federal income tax laws. To
 ensure compliance with requirements imposed by the Internal Revenue
 Service, any tax information contained in this press release is not
 intended or written to be used, and cannot be used, for the purpose of (i)
 avoiding penalties under the Internal Revenue Code or (ii) promoting,
 marketing or recommending to another party any transaction or matter
 addressed herein.
 
     Beneficiaries of the Liquidating Trust are urged to consult with their
 tax advisers as to the tax consequences to them of the establishment and
 operation of, and distributions by, the Liquidating Trust.
 
     This press release contains forward-looking statements that predict or
 indicate future events that do not relate to historical matters. There are
 a number of important factors that could cause actual events to differ
 materially from those indicated by such forward-looking statements. These
 factors include, but are not limited to, the following: the Liquidating
 Trust may be unable to consummate sale transactions with respect to some of
 its assets or such sales may be materially delayed; and the Liquidating
 Trust may not be able to complete the liquidation in a timely manner or
 realize proceeds from the sales of assets in amounts that will enable it to
 provide liquidating distributions to beneficiaries. You should also read
 the risk factors that are discussed in periodic reports filed with the
 Securities and Exchange Commission, including the risk factors that are
 contained in the Company's Form 10-K for the year ended December 31, 2006.
 
     The Liquidating Trust assumes no obligation to update the
 forward-looking statements included in this press release. If you have any
 questions or require additional information, an investor services
 representative is available to assist you at (877) 888-7348 ext. 411 or
 email investor-services@1031nnn.com.
 
 
 

SOURCE Grubb & Ellis Company

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