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Document Preview Dealer Manager Agreement |
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Title: |
Dealer Manager Agreement |
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Date: |
2006 |
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Preview shows 9KB of 91KB total |
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Price: |
$51 |
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ID: |
#1723953 |
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KBS REAL ESTATE INVESTMENT TRUST, INC.
Up to 280,000,000 Shares of Common Stock
DEALER MANAGER AGREEMENT
January 27, 2006
KBS Capital Markets Group LLC
620 Newport Center Drive, Suite 1200
Newport Beach, California 92660
Ladies and Gentlemen:
KBS Real Estate Investment Trust, Inc., a Maryland corporation (the ?Company?) has registered for public sale 280,000,000 shares of its common stock, $.01 par value per share (the ?Shares?), of which 80,000,000 Shares are intended to be offered pursuant to the Company?s dividend reinvestment plan (the ?DRP?). The Company desires for KBS Capital Markets Group LLC (the ?Dealer Manager?) to act as its agent in connection with the offer and sale of the Shares to the public (the ?Offering?).
It is anticipated that the Dealer Manager will enter into Selected Dealer Agreements (in the form attached to this Agreement as Exhibit A) with other broker-dealers participating in the Offering (each participating broker-dealer being referred to herein as a ?Dealer?). The Company shall have the right to approve any material modifications or addendums to the form of the Selected Dealer Agreement.
Except as described in the Prospectus (as defined below) or in Section 5.3 hereof, the Shares are to be sold at a per Share cash price as follows:
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Distribution Channel |
Primary Offering Shares |
DRP Shares | ||||
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Sales through a Dealer earning transaction-based compensation |
$ | 10.00 | $ | 9.50 | ||
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Sales through all other distribution channels as discussed in the Prospectus |
$ | 9.40 | $ | 9.50 | ||
In connection with the sale of Shares, the Company hereby agrees with you, the Dealer Manager, as follows:
| 1. | Representations and Warranties of the Company. As an inducement to the Dealer Manager to enter into this Agreement, the Company represents and warrants to the Dealer Manager and to each Dealer that: |
| 1.1. | The Company has prepared and filed with the Securities and Exchange Commission (the ?SEC?) a registration statement (Registration No. 333-126087) that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the ?Securities Act?), and the applicable rules and regulations (the ?Rules and Regulations?) of the SEC promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or will be delivered to the Dealer Manager. The registration statement and the prospectus contained therein, as finally amended at the effective date of the registration statement (the ?Effective Date?), are respectively hereinafter referred to as the ?Registration Statement? and the ?Prospectus,? except that if the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment to the Registration Statement, the term ?Prospectus? includes the prospectus filed pursuant to Rule 424(b) or the prospectus included in such post-effective amendment. The term ?Preliminary Prospectus? as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of the registration statement. |
| 1.2. | On the Effective Date, on the date of the Prospectus and on the date any post-effective amendment to the Registration Statement becomes effective or any amendment or supplement to the Prospectus is filed with the SEC, the Registration Statement and the Prospectus, as applicable, including the financial statements contained therein, complied or will comply with the Securities Act and the Rules and Regulations. On the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. On the date of the Prospectus, as amended or supplemented, as applicable, the Prospectus did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding anything contained herein to the contrary, the Company?s representations in this Section 1.2 will not extend to such statements contained in or omitted from the Registration Statement or the Prospectus, as amended or supplemented, that are primarily within the knowledge of the Dealer Manager or any of the Dealers and are based upon information furnished by the Dealer Manager in writing to the Company specifically for inclusion therein. |
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