Announcement • May 30
Pacific Oak Strategic Opportunity REIT, Inc. Receives Demand Letters through Pacific Oak SOR Properties, LLC and Pacific Oak SOR US Properties II LLC from Whitehawk Capital Partners, LP and Faces Alleged Events of Default Under Credit Agreement
Pacific Oak Strategic Opportunity REIT, Inc. received demand letters through two of its wholly owned indirect subsidiaries, Pacific Oak SOR Properties, LLC and Pacific Oak SOR US Properties II LLC, from Whitehawk Capital Partners, LP, as administrative agent and collateral agent, demanding immediate payment of all obligations arising under that certain Credit Agreement dated July 29, 2025, among certain other wholly owned indirect subsidiaries of the Company as borrowers, certain additional wholly owned indirect subsidiaries as guarantors, the lenders party thereto, and Whitehawk as agent, and the guaranties dated July 29, 2025 executed by each of Holdings and Holdings II in favor of Whitehawk. In its demand letters, Whitehawk asserts that two events of default have occurred and are continuing under the Credit Agreement. Whitehawk claims that the first alleged event of default occurred on or about August 19, 2025, when Pacific Oak SOR (BVI) Holdings Ltd., a British Virgin Islands entity and indirect parent of the borrowers, Holdings, Holdings II and certain other parties entered into a restrictive agreement in favor of holders of certain BVI debt obligations and their trustee, Reznik Paz Nevo Trust Ltd., which Whitehawk alleges constituted a breach of Sections 9.8 and 9.18 of the Credit Agreement and an immediate and uncurable Event of Default under Section 11.1(b)(a) of the Credit Agreement. Whitehawk further claims that a second alleged event of default arose from the commencement of an insolvency proceeding against BVI on or about December 26, 2025 by holders of those same BVI debt obligations, and that on February 8, 2026 an order was entered in that proceeding directing a vote on BVI's proposed debt arrangement, which Whitehawk contends constitutes a continuing Event of Default under Section 11.1(l) of the Credit Agreement. Based on these assertions, Whitehawk claims that all obligations under the Credit Agreement became automatically due and payable on or prior to February 8, 2026, and that interest on all loans and other obligations has been accruing at a default rate since August 19, 2025. The Credit Agreement provided for an aggregate principal amount of $80,000,000. In addition to principal, Whitehawk claims that additional amounts are owing including accrued interest at a default rate and an exit fee, the total of which the Company is in the process of evaluating. The Company's legal counsel is reviewing Whitehawk's assertions and claims, including whether the Alleged Events of Default have in fact occurred and whether the acceleration of obligations and other remedies claimed by Whitehawk are valid. The Company expressly reserves all of its rights and defenses with respect to Whitehawk's claims. Whitehawk has also stated in its letters that it believes a significant number of additional defaults and events of default may exist beyond the Alleged Events of Default, and those assertions are similarly under review. On May 19, 2026, Whitehawk filed a complaint and motion for temporary restraining order and preliminary injunction against two wholly owned indirect subsidiaries of the Company, Pacific Oak SOR Tule Springs Owner TRS, LLC and Pacific Oak SOR Tule Springs Village 2 Parcels Owner, LLC, in the District Court of Clark County, Nevada (Case No. A-26-946814-B). The motion seeks to enjoin those subsidiaries from encumbering, transferring, or otherwise impairing certain real property in North Las Vegas, Nevada that serves as principal collateral under the Credit Agreement.
