Registration of securities issued by real estate companies



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As filed with the Securities and Exchange Commission on December 22, 2020




Registration No. 333-235870








UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549








AMENDMENT NO. 1




TO




Form

S-11






FOR REGISTRATION






UNDER






THE
SECURITIES ACT OF 1933






OF SECURITIES OF CERTAIN






REAL ESTATE COMPANIES









KBS Real Estate Investment Trust
III, Inc.




(Exact Name of Registrant as Specified in Governing Instruments)








800 Newport Center Drive, Suite 700




Newport Beach, California 92660




(949)

417-6500





(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)








Charles J. Schreiber, Jr.




Chief Executive Officer




KBS Real Estate Investment Trust III, Inc.




800 Newport Center Drive, Suite 700




Newport Beach, California 92660




(949)

417-6500





(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)









With copies to:





Robert H. Bergdolt, Esq.




Carrie J. Hartley, Esq.




DLA Piper LLP (US)




4141
Parklake Avenue, Suite 300




Raleigh, North Carolina 27612-2350




(919)

786-2000









Approximate date of
commencement of proposed sale to the public:



As soon as practicable after this registration statement becomes effective.



If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒



If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐










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If this form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐



If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐



If delivery
of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.





























Large accelerated filer ☐


Accelerated filer                  ☐


Non-accelerated

filer   ☒


Smaller reporting company ☐



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 7(a)(2)(B) of the Securities Act. ☐




The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.










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The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the SEC and various states is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.








SUBJECT TO
COMPLETION






PRELIMINARY PROSPECTUS DATED DECEMBER 22, 2020








LOGO




Maximum Offering of $2,000,000,000







KBS Real Estate Investment Trust III, Inc. is a net asset value (“NAV”) based perpetual life real estate investment trust (“REIT”) that owns
a diverse portfolio of core real estate properties throughout the U.S. We are externally managed by our advisor, KBS Capital Advisors, LLC. We conduct our operations as a REIT for U.S. federal income tax purposes. We are not a mutual fund and do not
intend to register as an investment company under the Investment Company Act of 1940, as amended.



We are offering on a continuous basis up to
$2,000,000,000 of shares of common stock, consisting of up to $1,700,000,000 in shares in our primary offering and up to $300,000,000 in shares pursuant to our dividend reinvestment plan. We are offering to sell any combination of four classes of
shares of our common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different upfront selling commissions and dealer manager
fees, and different ongoing distribution fees. The purchase price per share for each class of common stock will vary and will generally equal our prior month’s NAV per share (which will be our most recently disclosed NAV per share at such
time), plus applicable upfront selling commissions and dealer manager fees. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share in cases where we
believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. This is a “best efforts” offering, which means that KBS Capital Markets Group LLC, the dealer manager for this offering
and our affiliate, will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in this offering. Subject to certain exceptions, you must initially invest at least $2,500 in shares of our
Class T, Class S and Class D common stock and $1,000,000 in shares of our Class I common stock in this offering.








This investment involves a high degree of risk.
You should purchase these securities only if you can afford the complete loss of your investment. See “

Risk Factors

” beginning on page 28 for risks to consider before buying our shares, including:












•


There is no public trading market for our common stock and the redemption of shares by us will likely be the only way to dispose of your shares. We are not obligated to redeem any shares under our share redemption
program and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed. Redemptions will be subject to available liquidity and other significant restrictions. Our board of directors may modify, suspend or
terminate our share redemption program at any time. Our shares should be considered as having only limited liquidity and at times may be illiquid.










•


We cannot guarantee that we will pay distributions. We have and may in the future fund distributions from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings,
return of capital or offering proceeds. We have no limits on the amounts we may pay from such sources.










•


The offering price and redemption price for shares of our common stock are generally based on our prior month’s NAV (as described above) plus, in the case of our offering price, applicable upfront selling
commissions and dealer manager fees, and are not based on any public trading market. While there will be independent annual appraisals of our properties, the appraisal of properties is inherently subjective. Our NAV may not reflect the prices at
which our assets could be liquidated on any given day.










•


We have no employees and are dependent on our advisor and its affiliates to conduct our operations.










•


All of our officers, our affiliated director and other key professionals of our advisor are also officers, directors, managers, key professionals and/or holders of interests in our advisor and/or other affiliated
entities. They face conflicts of interest, including conflicts from time constraints, allocation of investments and the fact that the fees our advisor and its affiliates will receive for services are based on our NAV, which our advisor is
responsible for determining.










•


There are limits on the ownership and transferability of our shares. See “Description of Capital Stock—Restrictions on Ownership of Shares.”










•


If we fail to qualify as a REIT and no relief provisions apply, our NAV and cash available for distribution to our stockholders could materially decrease.










•


A portion of the proceeds received in this offering is expected to be used for redemption requests, including requests from our existing stockholders which may be significant. This will reduce the proceeds available for
new acquisitions, which may result in reduced liquidity, profitability or growth.








Neither the Securities and Exchange
Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Securities regulators have not passed upon
whether this offering can be sold in compliance with existing or future suitability or conduct standards, including the ‘Regulation Best Interest’ standard, to any or all purchasers. Any representation to the contrary is a criminal
offense.




The use of forecasts in this offering is prohibited. Any oral or written predictions about the amount or certainty of any cash
benefits or tax consequences that may result from an investment in our common stock is prohibited. No one is authorized to make any statements about this offering inconsistent with those that appear in this prospectus.










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Price to the


Public

(1)






Upfront Selling


Commissions

(2)






Dealer


Manager Fees

(2)






Proceeds to


Us,
Before


Expenses

(3)





Maximum Offering

(4)




$

1,700,000,000



$

41,087,076



$

410,628



$

1,658,502,296



Class T Shares, per Share




$




$




$




$




Class S Shares, per Share




$




$




$

—



$




Class D Shares, per Share




$




$




$

—



$




Class I Shares, per Share




$




$

—



$

—



$




Maximum Dividend Reinvestment Plan




$

300,000,000



$

—



$

—



$

300,000,000




(1)

The price per share shown for
each of our classes of shares is the [

•

], 2021 transaction price, which is equal to such class’s NAV as of [

•

], 2021, plus applicable upfront selling commissions and dealer manager fees. Shares of each class will be
issued on a monthly basis at a price per share generally equal to the prior month’s NAV per share for such class (which will be our most recently disclosed NAV per share at such time), plus applicable upfront selling commissions and dealer
manager fees. The transaction price is the then-current offering price per share before applicable selling commissions and dealer manager fees and is generally the prior month’s NAV per share for such class.




(2)

The table assumes that all
$1,700,000,000 of shares are sold in the primary offering, with 5% of the primary offering proceeds from the sale of Class T shares, 65% of the primary offering proceeds from the sale of Class S shares, 5% of the primary offering proceeds
from the sale of Class D shares and 25% of the primary offering proceeds from the sale of Class I shares. The number of shares of each class sold and the relative proportions in which the classes of shares are sold are uncertain and may
differ significantly from this assumption. For Class T shares sold in the primary offering, investors will pay upfront selling commissions of up to 3.0% of the transaction price and upfront dealer manager fees of 0.5% of the transaction price;
however, such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of the transaction price. For Class S shares sold in the primary offering, investors will pay upfront selling commissions of up
to 3.5% of the transaction price. For Class D shares sold in the primary offering, investors may pay upfront selling commissions of up to 1.5% of the transaction price. We will also pay the following selling commissions over time as
distribution fees to the dealer manager, subject to Financial Industry Regulatory Authority, Inc. (“FINRA”) limitations on underwriting compensation: (a) for Class T shares only, an advisor distribution fee of 0.65% per
annum and a dealer distribution fee of 0.20% per annum of the aggregate NAV for the Class T shares, however, with respect to Class T shares sold through certain participating broker-dealers, the advisor distribution fee and the dealer
distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares, (b) for Class S shares only, a distribution fee equal to 0.85% per annum of the aggregate NAV
for the Class S shares and (c) for Class D shares only, a distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly. No distribution fees will be paid with respect
to the Class I shares. The total amount that will be paid over time for distribution fees depends on the average length of time for which the shares remain outstanding, the term over which such amount is measured and the performance of our
investments. We will also pay or reimburse certain other items of underwriting compensation and other organization and offering expenses, subject to FINRA limitations on underwriting compensation. See “Plan of Distribution,”
“Estimated Use of Proceeds” and “Compensation.”




(3)

Proceeds are calculated before
deducting distribution fees, certain other items of underwriting compensation and other organization and offering expenses payable by us, which are paid over time.




(4)

We reserve the right to
reallocate shares of common stock between our dividend reinvestment plan and our primary offering.




The date of this prospectus is
[•], 2021










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SUITABILITY STANDARDS



Shares of our common stock are suitable only as a long-term investment for persons of adequate financial means who do not need near-term
liquidity from their investment. We do not expect there to be a public market for our shares and thus it may be difficult for you to sell your shares. On a limited basis, you may be able to have your shares redeemed through our share redemption
program, although we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month in our discretion. You should not buy shares of our common
stock if you need to sell them in the near future or will need to sell them quickly in the future. The minimum initial investment in shares of our common stock that we will accept for shares of our Class T, Class S or Class D common
stock is $2,500 in this offering. The minimum initial investment in shares of our common stock that we will accept for shares of our Class I common stock is $1,000,000 in this offering, unless waived by the dealer manager.



In consideration of these factors, we require that a purchaser of shares of our common stock have either:













•



a net worth of at least $250,000; or














•



a gross annual income of at least $70,000 and a net worth of at least $70,000.




For purposes of determining whether you satisfy the standards above, your net worth is calculated excluding the value of your home, home
furnishings and automobiles. For the purposes of these suitability standards, unless otherwise indicated, “liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable
investments.



Certain states have established suitability standards in addition to the minimum income and net worth standards described
above. Shares will be sold to investors in these states only if they meet the additional suitability standards set forth below. Certain broker-dealers selling shares in this offering may impose greater suitability standards than the minimum income
and net worth standards described above and the state-specific suitability standards described below.




Alabama Investors

.
Purchasers residing in Alabama may not invest more than 10% of their liquid net worth in us and our affiliates.




Idaho Investors

.
Purchasers residing in Idaho must have either (a) a net worth of $85,000 and annual income of $85,000 or (b) a liquid net worth of $300,000. Additionally, the total investment in us shall not exceed 10% of their liquid net worth.




Iowa Investors

. Purchasers residing in Iowa must have either (a) an annual gross income of at least $100,000 and a net worth of at
least $100,000, or (b) a net worth of at least $350,000. In addition, the aggregate investment in this offering and in the securities of other

non-publicly

traded real estate investment trusts (REITs) may
not exceed 10% of their liquid net worth. Purchasers who are accredited investors as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the foregoing concentration limit.




Kansas Investors

. It is recommended by the Office of the Kansas Securities Commissioner that Kansas investors limit their aggregate
investment in us and

other non-traded real

estate investment trusts to not more than 10% of their liquid net worth.




Kentucky Investors

. Purchasers residing in Kentucky may not invest more than 10% of their liquid net worth in our shares or in any
shares of our affiliated

non-publicly

traded REITs.




Maine Investors

. The Maine Office of
Securities recommends that an investor’s aggregate investment in this offering and other similar direct participation investments not exceed 10% of the investor’s liquid net worth.




Massachusetts Investors

. Purchasers residing in Massachusetts must limit their aggregate investment in us and other illiquid direct
participation programs to not more than 10% of their liquid net worth.




Missouri Investors

. A purchaser residing in Missouri must
limit his or her investment in our securities to 10% of his or her liquid net worth.




Nebraska Investors

. Purchasers residing in
Nebraska who do not meet the definition of “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, must limit their aggregate investment in this offering and in the securities of other

non-publicly

traded direct participation programs to 10% of such investor’s net worth.





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New Jersey Investors

. Purchasers residing in New Jersey are required to have
(a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000; or (b) a minimum liquid net worth of $350,000. In addition, the total investment in us, our affiliates and other

non-publicly

traded direct investment programs (including REITs, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state
exempt private offerings) may not exceed 10% of an investor’s liquid net worth. For purposes of New Jersey’s suitability standard, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home
furnishings, and automobiles minus total liabilities) that consists of cash, cash equivalents and readily marketable securities.




New
Mexico Investors

. Purchasers residing in New Mexico may not invest more than 10% of their liquid net worth in our shares, shares of our affiliates and other

non-traded

real estate investment trusts.




North Dakota Investors

. Purchasers residing in North Dakota must have a net worth of at least ten times their investment in us.




Ohio Investors

. Purchasers residing in Ohio may not invest more than 10% of their liquid net worth in us, our affiliates and other

non-traded

real estate investment programs. For purposes of Ohio’s suitability standard, “liquid net worth” is defined as that portion of net worth (total assets exclusive of home, home furnishings,
and automobiles minus total liabilities) that is comprised of cash, cash equivalents, and readily marketable securities.




Oregon
Investors

. Purchasers residing in Oregon may not invest more than 10% of their net worth in this offering.




Pennsylvania
Investors

. Purchasers residing in Pennsylvania may not invest more than 10% of their net worth in us. The offer and sale of our common stock to persons in the Commonwealth of Pennsylvania is governed by Pennsylvania law.




Tennessee Investors

. Purchasers residing in Tennessee who are not “accredited investors” as defined in 17 C.F.R. §
230.501 may not invest more than 10% of their net worth in us.




Vermont Investors

. Purchasers residing in Vermont who are not
“accredited investors” as defined in 17 C.F.R. § 230.501 may not purchase an amount of shares in this offering that exceeds 10% of the investors’ liquid net worth. Vermont residents who are “accredited investors” as
defined in 17 C.F.R. § 230.501 are not subject to the limitation described in this paragraph. For purposes of Vermont’s suitability standard, “liquid net worth” is defined as an investor’s total assets (not including home,
home furnishings, or automobiles) minus total liabilities.



In the case of sales to fiduciary accounts, these suitability standards must
be met by the fiduciary account, by the person who directly or indirectly supplied the funds for the purchase of the shares if such person is the fiduciary or by the beneficiary of the account.



Our sponsor, those selling shares on our behalf and participating broker-dealers and registered investment advisers recommending the purchase
of shares in this offering must make every reasonable effort to determine that the purchase of shares in this offering is a suitable and appropriate investment for each stockholder based on information provided by the stockholder regarding the
stockholder’s financial situation and investment objectives. In making this determination, our sponsor and the dealer manager will rely upon information provided by the stockholder to the participating broker-dealer or registered investment
adviser, as applicable, as well as the suitability assessment made by each participating broker-dealer or registered investment adviser. Participating broker-dealers and registered investment advisers recommending the purchase of shares in this
offering must maintain, for a

six-year

period, records of the information used to determine that an investment in shares is suitable and appropriate for a stockholder.



By signing the subscription agreement required for purchases of our common stock, you represent and warrant to us that you have received a
copy of this prospectus and that you meet the net worth and annual gross income requirements described above. By making these representations, you do not waive any rights that you may have under federal or state securities laws.




Regulation Best Interest



The Securities
and Exchange Commission (the “SEC”) has adopted Regulation Best Interest, which went into effect on June 30, 2020. Regulation Best Interest establishes a new standard of conduct for broker-dealers and their associated persons when making a
recommendation of any securities transaction or investment strategy involving securities to a retail customer. A retail customer is any natural person, or the legal representative of such person, who receives a recommendation of any securities
transaction or investment strategy involving securities from a broker-dealer and uses the recommendation primarily for personal, family, or household purposes. When making such a recommendation, a broker-dealer and its associated persons must act in
such customer’s best interest at the time the recommendation is made, without placing their financial or other interest ahead of the retail customer’s interests. This standard is different and higher than the quantitative suitability
standards we require for an investment in our shares and the current suitability standard applied by FINRA, a self-regulatory organization for broker-dealers. Under the SEC rules, the broker-dealer must meet four component obligations:













•



Disclosure Obligation: The broker-dealer must provide certain required disclosures before or at the time of the
recommendation about the recommendation and the relationship between the broker-dealer and its retail customer. The disclosure includes a customer relationship summary on Form CRS. The broker-dealer’s disclosures are separate from the
disclosures we provide to investors in this prospectus.














•



Care Obligation: The broker-dealer must exercise reasonable diligence, care, and skill in making the
recommendation.














•



Conflict of Interest Obligation: The broker-dealer must establish, maintain, and enforce written policies and
procedures reasonably designed to address conflicts of interest.














•



Compliance Obligation: The broker-dealer must establish, maintain, and enforce written policies and procedures
reasonably designed to achieve compliance with Regulation Best Interest.




As Regulation Best Interest became effective
on June 30, 2020, no administrative or case law currently exists under Regulation Best Interest and the full scope of its applicability is uncertain.





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ABOUT THIS PROSPECTUS



The words “we,” “us,” “our” and the “Company” refer to KBS Real Estate Investment Trust III, Inc.,
together with its consolidated subsidiaries, including KBS Limited Partnership III (the “Operating Partnership”), a Delaware limited partnership of which we are the general partner, unless the context requires otherwise.



Please carefully read the information in this prospectus and any accompanying prospectus supplements, which we refer to collectively as the
“prospectus.” You should rely only on the information contained in this prospectus and incorporated by reference herein. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is
legal to sell these securities. You should not assume that the information contained in this prospectus is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or
other information incorporated herein by reference.



In addition to this prospectus, we may utilize certain sales material in connection
with the offering of shares of our common stock, although only when accompanied by or preceded by the delivery of this prospectus. In certain jurisdictions, some or all of such sales material may not be available. This material may include
information relating to this offering, the past performance of our advisor and its affiliates, property brochures and articles and publications concerning real estate. In addition, the sales material may contain certain quotes from various
publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material.



The
offering of shares of our common stock is made only by means of this prospectus. Although the information contained in such sales material will not conflict with any of the information contained in this prospectus, such material does not purport to
be complete, and should not be considered a part of this prospectus or the registration statement of which this prospectus is a part, or as incorporated by reference in this prospectus or said registration statement or as forming the basis of the
offering of the shares of our common stock.



This prospectus is part of a registration statement that we filed with the SEC using a
continuous offering process. Periodically, as we make material investments or have other material developments, we will provide a prospectus supplement that may add, update or change information contained in this prospectus, including the
information incorporated by reference. Any statement that we make in this prospectus, including statements made in the information incorporated by reference, will be modified or superseded by any inconsistent statement made by us in a subsequent
prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this prospectus. You should read this prospectus, including the information incorporated by
reference, and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described below under “Where You Can Find More Information.” In this prospectus, we use the term “day” to
refer to a calendar day, and we use the term “business day” to refer to each day that the New York Stock Exchange is open for trading.



We will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our shares of common stock. There can be
no assurance, for example, that we will not need to suspend our continuous offering while the SEC and, where required, state securities regulators, review such filings for additional offerings of our stock until such filings are declared effective,
if at all.



Pursuant to this prospectus, we will offer to the public all of the shares that we have registered. We intend to conduct a
continuous offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. From time to time, we intend to file new registration statements on Form

S-11

with the SEC to register additional shares of common stock so that we may continuously offer shares of common stock pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities
Act”). In certain states, the registration of our offering may continue for only one year following the initial clearance by applicable state authorities, after which we intend to renew the offering period for additional

one-year

periods (or longer, if permitted by the laws of each particular state). We reserve the right to terminate this offering at any time.



Shares will generally be sold at the prior month’s NAV per share of the class of share being purchased (which will be our most recently
disclosed NAV per share at such time), plus applicable upfront selling commissions and dealer manager fees. Although the price you pay for shares of our common stock will generally be based on the prior month’s NAV per share, the NAV per share
of such stock as of the date on which your purchase is settled may be significantly different. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share
(including by updating a previously disclosed offering price) or suspend our offering and/or our share redemption program in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the
prior month. Each class of shares may have a





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different NAV per share due to the allocation of distribution fees, which differ with respect to each class. We normally expect that the allocation of ongoing distribution fees on a
class-specific basis will result in different amounts of distributions being paid with respect to each class of shares. In other words, the per share amount of distributions on Class T, Class S, Class D and Class I shares generally differs because
of different class-specific distribution fees that are deducted from the gross distributions for each share class. However, if no distributions are authorized for a certain period, or if they are authorized in an amount less than the allocation of
class-specific fees with respect to such period, then pursuant to our valuation procedures, the class-specific fee allocations may lower the net asset value of a share class. Therefore, as a result of the different ongoing distribution fees
allocable to each share class, each share class could have a different NAV per share. See “Net Asset Value Calculation and Valuation Guidelines” for more information about the calculation of NAV per share.



Generally, within 15 calendar days after the last calendar day of each month, we will determine our NAV per share for each share class as of
the last calendar day of the prior month, which will generally be the transaction price for the then-current month for such share class. Through our website at [www.kbsreitiii.com] and prospectus supplement filings, you will have information about
the transaction price and NAV per share. Completed subscription requests will not be accepted by us before the later of (i) two business days before the first calendar day of each month and (ii) three business days after we make the
transaction price (including any subsequent revised transaction price in the circumstances described below) publicly available by posting it on our website and filing a prospectus supplement with the SEC. Subscribers are not committed to purchase
shares at the time their subscription orders are submitted and any subscription may be canceled at any time before the time it has been accepted as described in the previous sentence. You may withdraw your purchase request by notifying the transfer
agent, through your financial intermediary or directly on our toll-free telephone number


866-584-1381.


If the transaction price is not made available on or before the
eighth business day before the first calendar day of the month (which is six business days before the earliest date we may accept subscriptions), or a previously disclosed transaction price for that month is changed, then we will provide notice of
such transaction price (and the first day on which we may accept subscriptions) directly to subscribing investors when such transaction price is made available.



The purchase price per share to be paid by you will be based on the transaction price that is in effect on the date that your completed
subscription agreement has been accepted by us. We generally expect that all subscription agreements received by us in “good order” with all required supporting documentation will be processed and accepted by us promptly. There may be a
delay between your purchase decision and the acceptance caused by time necessary for you and your participating broker-dealer or registered investment adviser to put a subscription agreement in “good order,” which means, for these
purposes, that all required information has been completed, all proper signatures have been provided, and funds for payment have been provided. As a result of this process, the price per share at which your purchase request is executed may be
different than the price per share on the date you submitted your subscription agreement.



In order to avoid interruptions in the
continuous offering of our shares of common stock, we will file an amendment to the registration statement with the SEC on or before such time as the most recent offering price per share for any of the classes of our shares being offered by this
prospectus represents a 20% change from the per share price set forth in the registration statement filed with the SEC, as amended from time to time. There can be no assurance, however, that our continuous offering will not be suspended while the
SEC reviews any such amendment, until it is declared effective, if at all.





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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



This prospectus contains forward-looking statements about our business, including, in particular, statements about our plans, strategies and
objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,”
“believe,” “continue,” “plan” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are
based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are
reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from
that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other
person that our objectives and plans, which we consider to be reasonable, will be achieved.



You should carefully review the “Risk
Factors” section of this prospectus for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we
do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.





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EXPLANATORY NOTE



Prior to commencing this offering, we will adopt new valuation procedures to calculate a monthly net asset value, or “NAV”, per
share. We will rename our unclassified shares of common stock as “Class I” shares and classify three new classes of common stock: Class T, S and D shares. We will amend our dividend reinvestment plan and our share redemption
program. We will also enter into a new advisory agreement with our advisor and a new dealer manager agreement with our dealer manager, and we will amend and restate the partnership agreement of our Operating Partnership (the “Operating
Partnership Agreement”). On May 7, 2020 at our annual meeting of stockholders, our stockholders approved an amendment to our charter to remove Section 5.11 from our charter, which requires that if we do not list our shares of common stock
on a national securities exchange by September 30, 2020, we either (i) seek stockholder approval of the liquidation of the company or (ii) if a majority of the conflicts committee determines that liquidation is not then in the best
interests of our stockholders, postpone the decision of whether to liquidate the company. We intend to file articles of amendment to implement the charter amendment prior to our conversion to an NAV REIT. In this draft prospectus, we generally
assume that all of these events have occurred.





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TABLE OF CONTENTS


























































































































































































































































































































































Suitability Standards





i






About this Prospectus





iii






Cautionary Note Regarding Forward-Looking Statements





v






Explanatory Note





vi






Prospectus Summary





1






Risk Factors





28






Estimated Use of Proceeds





64






Investment Objectives and Strategies





66






Investments in Real Properties and Real Estate-Related
Investments





75






Management





80






Compensation





93






Conflicts of Interest





102






Net Asset Value Calculation and Valuation Guidelines





113






Stock Ownership of Certain Beneficial Owners and Management





121






Selected Information Regarding Our Operations





122






Description of Capital Stock





131






Summary of our Operating Partnership Agreement





143






Material U.S. Federal Income Tax Considerations





148






Certain Erisa Considerations





170






Plan of Distribution





173






How to Subscribe





179






Share Redemptions





182






Supplemental Sales Material





187






Legal Matters





187






Experts





187






Incorporation of Certain Information by Reference





188






Where You Can Find More Information





188






Appendix A: Form of Dividend Reinvestment Plan






A-1







Appendix B: Form of Subscription Agreement






B-1







Appendix C: Pro Forma Financial Statements






C-1








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PROSPECTUS SUMMARY




This prospectus summary highlights certain information contained elsewhere in this prospectus. This is only a summary and it may not contain all of the
information that is important to you. Before deciding to invest in this offering, you should carefully read this entire prospectus, including the “Risk Factors” section.











Q:




What is KBS Real Estate Investment Trust III, Inc.?





A:

We are a Maryland corporation that owns a diverse
portfolio of core real estate properties throughout the U.S. As of September 30, 2020, our real estate portfolio was composed of 18 office properties and one

mixed-use

office/retail property encompassing
in the aggregate approximately 7.8 million rentable square feet and was collectively 88% occupied. In addition, we had originated one real estate loan receivable secured by a deed of trust in May 2020, which was paid off in full on December 11,
2020. We also own an investment in the equity securities of Prime US REIT, a Singapore real estate investment trust listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”). We will continue to focus our investment activities
on expanding our existing high-quality real estate portfolio throughout the U.S.



We were incorporated in the State of Maryland on
December 22, 2009, and we elected to be taxed as a REIT beginning with the taxable year ended December 31, 2011 and intend to continue to operate in such a manner. We conduct our business primarily through our Operating Partnership, of
which we are the sole general partner.



We commenced a “best efforts” initial public offering on October 26, 2010. We
ceased offering shares of common stock in the primary portion of our initial public offering May 29, 2015. We sold 169,006,162 shares of common stock in our primary initial public offering for gross offering proceeds of $1.7 billion. We
also offer a dividend reinvestment plan.



Prior to the commencement of this offering, we intend to classify our outstanding shares of
common stock as “Class I” shares and classify three new classes of common stock: Class T, S and D shares. We also will begin reporting a monthly NAV for each class of our shares. We intend to operate as a

NAV-based

perpetual-life REIT, which means that we intend to offer our shares continuously through ongoing primary offerings. We also offer our shares through our dividend reinvestment plan. As of September 30,
2020, we had 183,416,278 shares of common stock outstanding, held by 36,981 stockholders.



Our external advisor, KBS Capital Advisors
LLC (“KBS Capital Advisors”), a registered investment adviser with the SEC, conducts our operations and manages our portfolio of real estate investments. We have no paid employees.



Our office is located at 800 Newport Center Drive, Suite 700, Newport Beach, California 92660. Our telephone number is (949)

417-6500.

Our fax number is (949)

417-6520,

and our web site address is www.kbsreitiii.com.











Q:




What are your investment objectives?





A:

Our primary investment objectives are to invest in
assets that will enable us:













•



to preserve and return our stockholders’ capital contribution;














•



to provide our stockholders with current income in the form of attractive and stable cash distributions;














•



to realize appreciation in NAV from proactive investment and asset management; and














•



to provide a real estate investment alternative with lower expected volatility relative to public real estate
companies whose securities trade daily on a stock exchange.




We will also seek to realize growth in the value of our
investments by timing asset sales to maximize their value.



We cannot assure you that we will achieve our investment objectives. See the
“Risk Factors” in this prospectus.











Q:




What is your investment strategy?





A:

We intend to focus our investment activities on the
acquisition and management of a diverse portfolio of real estate investments, consisting primarily of core real estate properties throughout the U.S. We plan to diversify our portfolio by geographic region, investment size and investment risk with
the goal of acquiring a portfolio of income-producing real estate investments that provides attractive and stable returns to our investors.











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We consider core properties to be existing properties with at least 80% occupancy. Based on
the current market outlook, we expect our core focus in the U.S. office sector to reflect a value-creating core strategy, which is also known as a core-plus strategy. In many cases, these core properties will have slightly higher (10% to 20%)
vacancy rates and/or higher near-term lease rollover at acquisition than more conservative value maintaining core properties. These characteristics provide us with opportunities to lease space at higher rates, especially in markets with increasing
absorption, or to

re-lease

space in these properties at higher rates, bringing below market rates of

in-place

expiring leases up to market rates. Many of these
properties will require a moderate level of additional investment for capital expenditures and tenant improvement costs in order to improve or rebrand the properties and increase rental rates. Thus, we believe these properties provide an opportunity
for us to achieve more significant capital appreciation by increasing occupancy, negotiating new leases with higher rental rates and/or executing enhancement projects. Our value-creating core strategy is generally lower risk relative to an enhanced
return or opportunistic strategy because from the date of acquisition core properties generally provide better cash flow, have less near-term lease rollover, and require less investment than enhanced return or opportunistic properties. Core
properties therefore have less potential for adverse outcomes relative to enhanced return and opportunistic properties. We may make our investments through the acquisition of individual assets or by acquiring portfolios of assets, other REITs or
real estate companies.



Although this is our current focus, we may make adjustments to our target portfolio based on real estate
market conditions and investment opportunities. We will not forego a good investment because it does not precisely fit our expected portfolio composition. We believe that we are most likely to meet our investment objectives through the careful
selection and underwriting of assets. When making an acquisition, we will emphasize the performance and risk characteristics of that investment, how that investment will fit with our portfolio-level performance objectives, the other assets in our
portfolio and how the returns and risks of that investment compare to the returns and risks of available investment alternatives. Thus, to the extent that our advisor presents us with what we believe to be good investment opportunities that allow us
to meet the REIT requirements under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “Code”), our portfolio composition may vary from what we initially expect. In fact, we may invest in whatever types
of real estate or real-estate related assets we believe are in our best interests. However, we will attempt to construct a portfolio that produces stable and attractive returns by spreading risk across different real estate investments.



See “Investments in Real Properties and Real Estate-Related Investments” for information about our real estate portfolio as of
September 30, 2020.











Q:




Who are your advisor and your sponsor? What does the advisor do?





A:

KBS Capital Advisors is our advisor. Our advisor is
owned and controlled by KBS Holdings LLC (“KBS Holdings”), our sponsor. Other than de minimis amounts owned by family members or family trusts, Charles J. Schreiber, Jr. indirectly owns and controls a 33 1/3% interest in KBS Holdings and
is one of the three managers of KBS Holdings. In addition, Mr. Schreiber controls the voting rights with respect to the 33 1/3% interest of KBS Holdings held indirectly by the estate of Peter M. Bren (together with other family members), and
Mr. Schreiber controls the voting rights with respect to the manager of KBS Holdings that is owned indirectly by the estate of Peter M. Bren (together with other family members).



As our advisor, KBS Capital Advisors manages our


day-to-day


operations and our portfolio of real estate investments, all subject to the supervision of our board of directors. Mr. Schreiber works together with the KBS team of real estate and debt finance professionals in the identification, acquisition
and management of our investments. KBS Capital Advisors then makes recommendations on all investments to our board of directors. Our charter provides that all proposed real estate investments must be approved by at least a majority of our board of
directors, including a majority of the conflicts committee. Unless otherwise provided by our charter, the conflicts committee may approve a proposed investment without action by the full board of directors if the approving members of the conflicts
committee constitute at least a majority of our board of directors. KBS Capital Advisors also provides asset management, marketing, investor relations and other administrative services on our behalf with the goal of maximizing our cash flow from
operations.











Q:




What is the experience of your advisor and your sponsor?





A:

Mr. Schreiber has been involved in real estate
development, management, acquisition, disposition and financing for more than 40 years. Peter M. Bren and Charles J. Schreiber, Jr. were the founding partners of the KBS-affiliated investment advisors. The first investment advisor affiliated with
Messrs. Bren and Schreiber was formed in 1992. Mr. Schreiber is the Chief Executive Officer of KBS Capital Advisors and KBS Realty Advisors LLC (“KBS Realty Advisors”), and he is a principal of Koll Bren Schreiber Realty Advisors, Inc.,
each active and nationally recognized real estate investment advisers. These entities are each registered as investment advisers with the SEC. We refer to the investment advisors affiliated with Mr. Schreiber as KBS-affiliated investment advisors.
As of September 30, 2020, KBS Realty Advisors, together with KBS affiliates, including KBS Capital Advisors, had been involved in the investment in or management of approximately $28.4 billion of real estate investments on behalf of institutional
investors, including public and private pension plans, endowments and foundations, institutional and sovereign wealth funds, and the











2










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investors in us and the

KBS-sponsored


non-traded

REITs: KBS Real Estate Investment Trust, Inc. (“KBS REIT
I”) (which liquidated in December 2018); KBS Real Estate Investment Trust II, Inc. (“KBS REIT II”); Pacific Oak Strategic Opportunity REIT, Inc., formerly KBS Strategic Opportunity REIT, Inc. (“Pacific Oak Strategic Opportunity
REIT I”) (advisory agreement terminated as of October 31, 2019); KBS Legacy Partners Apartment REIT, Inc. (“KBS Legacy Partners Apartment REIT”) (which liquidated in December 2018); Pacific Oak Strategic Opportunity REIT II,
Inc., formerly KBS Strategic Opportunity REIT II, Inc. (“Pacific Oak Strategic Opportunity REIT II”) (advisory agreement terminated as of October 31, 2019); and KBS Growth & Income REIT, Inc. (“KBS Growth &
Income REIT”). Through October 31, 2019, our advisor also served as the U.S. asset manager for Keppel Pacific Oak US REIT, and KBS Realty Advisors serves as the U.S. asset manager for Prime US REIT, both Singapore real estate investment
trusts.



On November 1, 2019, Pacific Oak Strategic Opportunity REIT I and Pacific Oak Strategic Opportunity REIT II transferred the
management of the companies to a new external advisor, Pacific Oak Capital Advisors LLC. On October 5, 2020, Pacific Oak Strategic Opportunity REIT I acquired Pacific Oak Strategic Opportunity REIT II. The transfer of management allows KBS Capital
Advisors to focus on its current core asset portfolios, while the Pacific Oak group of companies focuses primarily on its current opportunistic portfolios. Pacific Oak Capital Advisors, LLC is owned and managed by Keith D. Hall and Peter McMillan
III. Together, through GKP Holding LLC, Messrs. Hall and McMillan continue to indirectly own a 33 1/3% interest in KBS Holdings and indirectly own a 33 1/3% interest in KBS Capital Advisors and KBS Capital Markets Group.



Mr. Schreiber works together at KBS Capital Advisors and KBS Holdings with his team of key real estate and debt finance professionals.
The key real estate professionals at our advisor include James Chiboucas and Marc DeLuca, each of whom has over 25 years of real estate experience, and Jeffrey K. Waldvogel and Giovanni Cordoves, each of whom has over 15 years of real estate
experience. The key real estate and debt finance professionals at our advisor have been through multiple real estate cycles in their careers and have the expertise gained through hands on experience in acquisitions, originations, asset management,
dispositions, development, leasing and property and portfolio management. Together with Mr. Schreiber, these individuals comprise the investment committee formed by KBS Capital Advisors to evaluate and recommend new investment opportunities for
us. Mr. Chiboucas is a member of the investment committee for the limited purpose of approving potential investments from a legal and regulatory compliance standpoint.











Q:




What is the role of the board of directors?





A:

We operate under the direction of our board of
directors, the members of which are accountable to us and our stockholders as fiduciaries. There are four members of our board of directors, three of which are independent of KBS Capital Advisors and its affiliates. Our charter requires that a
majority of our directors be independent of KBS Capital Advisors and creates a committee of our board consisting solely of all of our independent directors. This committee, which we call the conflicts committee, is responsible for reviewing the
performance of KBS Capital Advisors and must approve other matters set forth in our charter. Our directors are elected annually by the stockholders.











Q:




What is a real estate investment trust, or REIT?





A:

We elected to be taxed as a REIT beginning with the
taxable year ended December 31, 2011 and intend to continue to operate in such a manner. In general, a REIT is an entity that:













•



combines the capital of many investors to acquire or provide financing for real estate assets;














•



allows individual investors to invest in a professionally managed, large-scale, diversified portfolio of real
estate assets;














•



satisfies the various requirements of the Internal Revenue Code, including a requirement to distribute to
stockholders at least 90% of its REIT taxable income each year (computed without regard to the dividends-paid deduction and excluding net capital gain); and














•



is generally not subject to U.S. federal corporate income taxes on its net taxable income that it currently
distributes to its stockholders, which substantially eliminates the “double taxation” (i.e., taxation at both the corporate and stockholder levels) that generally results from investments in a C corporation.




However, under the Internal Revenue Code, REITs are subject to numerous organizational and operational requirements. If we fail to qualify for
taxation as a REIT in any year after electing REIT status, our income will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four-year period following our failure to qualify. Even if we
qualify as a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and property and to federal income and excise taxes on our undistributed income.











3










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Q:




What is a

non-traded,

perpetual-life REIT?





A:

A

non-traded

REIT is a REIT whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life REIT” to describe an investment vehicle of indefinite
duration, whose shares of common stock are intended to be sold by the REIT monthly on a continuous basis at a price generally equal to the REIT’s prior month’s NAV per share plus applicable upfront selling commissions and dealer manager
fees. In our perpetual-life structure, the investor may request that we redeem their shares on a monthly basis, but we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to
be redeemed in any particular month in our discretion. While we may consider a liquidity event at any time in the future, we are not obligated by our charter or otherwise to effect a liquidity event at any time.











Q:




Do you use leverage?





A:

Yes. We have used leverage, and we expect to continue
to use leverage. We expect our debt financing and other liabilities to be between 45% and 65% of the cost of our tangible assets (before deducting depreciation or other

non-cash

reserves). There is no
limitation on the amount we may borrow for the purchase of any single asset. Our charter limits our aggregate borrowings to 300% of our net assets, which approximates aggregate liabilities of 75% of the cost of our tangible assets (before deducting
depreciation or other

non-cash

reserves), meaning that our borrowings and other liabilities may exceed our maximum target leverage of 65% of the cost of our tangible assets without violating the borrowing
restrictions in our charter. We may exceed our charter limit only if a majority of the conflicts committee approves each borrowing in excess of our charter limitation and we disclose such borrowings to our stockholders in our next quarterly report
with an explanation from the conflicts committee of the justification for the excess borrowing. As of September 30, 2020, our borrowings and other liabilities were approximately 56% of both the cost (before deducting depreciation and other
noncash reserves) and book value (before deducting depreciation) of our tangible assets.



We may use borrowed funds to: finance
acquisitions of new real estate investments; pay for capital improvements, repairs or tenant build-outs to properties; refinance existing indebtedness; pay distributions; fund the redemption or repurchase of our shares and provide working capital.
Careful use of debt will help us to achieve our diversification goals because we will have more funds available for investment.



For
additional disclosure regarding our leverage, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” in our Annual Report on Form

10-K

and our Quarterly Reports on Form

10-Q

incorporated herein by reference.











Q:




Do you acquire properties in joint ventures, including joint ventures with affiliates?





A:

We have made investments
through joint ventures, and in the future we may enter into other joint ventures, partnerships and

co-ownership

arrangements (including preferred equity investments) or participations for the purpose of
obtaining interests in real estate properties and for the development or improvement of properties. Joint venture investments permit us to own interests in properties without unduly restricting the diversity of our portfolio. In determining whether
to invest in a particular joint venture, KBS Capital Advisors will evaluate the real estate investments that such joint venture owns or is being formed to own under the same criteria described elsewhere in this prospectus for the selection of our
investments. We may only enter into joint ventures with other

KBS-sponsored

programs or affiliated entities if a majority of the board of directors (including a majority of the members of the conflicts
committee) not otherwise interested in the transaction concludes that the transaction is fair and reasonable to us and on substantially the same terms and conditions as those received by the other joint venturers.











Q:




How is an investment in shares of your common stock different from listed REITs?





A:

An investment in shares of our common stock generally
differs from an investment in listed REITs in a number of ways, including:













•



Shares of listed REITs are priced by the trading market, which is influenced generally by numerous factors, not
all of which are related to the underlying value of the entity’s real estate assets and liabilities. The estimated value of our real estate assets and liabilities will be used to determine our NAV rather than the trading market.














•



An investment in our shares has limited or no liquidity and our share redemption program may be modified,
suspended or terminated. In contrast, an investment in a listed REIT is a liquid investment, as shares can be sold on an exchange at any time.














•



Listed REITs are generally self-managed, whereas our investment operations are managed by our advisor.












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•



Unlike the offering of a listed REIT, this offering has been registered in every state and jurisdiction in which
we are offering and selling shares. As a result, we include certain limits in our governing documents that are not typically provided for in the charter of a listed REIT. For example, our charter limits the fees we may pay to our advisor and its
affiliates, limits our ability to make certain investments, limits the aggregate amount we may borrow, requires our independent directors to approve certain actions and restricts our ability to indemnify our directors, our advisor and its
affiliates. A listed REIT does not typically provide for these restrictions within its charter. A listed REIT is, however, subject to the governance requirements of the exchange on which its stock is traded, including requirements relating to its
board of directors, audit committee, independent director oversight of executive compensation and the director nomination process, code of conduct, shareholder meetings, related party transactions, shareholder approvals and voting rights. Although
we expect to follow many of these same governance guidelines, there is no requirement that we do so.












Q:




For whom may an investment in your shares be appropriate?





A:

An investment in our shares may be appropriate for
you if you:













•



meet the minimum suitability standards described above under “Suitability Standards;”














•



seek to allocate a portion of your investment portfolio to a direct investment vehicle with an income-oriented
portfolio of U.S. real estate;














•



seek to receive current income through regular distribution payments;














•



wish to obtain the potential benefit of long-term capital appreciation; and














•



are able to hold your shares as a long-term investment and do not need liquidity from your investment quickly in
the near future.




We cannot assure you that an investment in our shares will allow you to realize any of these
objectives. An investment in our shares is only intended for investors who do not need the ability to sell their shares quickly in the future since we are not obligated to redeem any shares of our common stock and may choose to redeem only some, or
even none, of the shares that have been requested to be redeemed in any particular month in our discretion, and the opportunity to have your shares redeemed under our share redemption program may not always be available. See “Share
Redemptions—Redemption Limitations.”











Q:




How do you structure the ownership and operation of your assets?





A:

We own, and plan to continue to own, all or
substantially all of our assets through the Operating Partnership. We are the sole general partner of the Operating Partnership and KBS Special Limited Partner III LLC (the “Special Limited Partner”), a wholly owned subsidiary of KBS
Holdings LLC, owns a special limited partner interest in the Operating Partnership. In addition, each of our advisor and the Special Limited Partner may elect to receive units in the Operating Partnership in lieu of cash for its management fee and
performance participation interest, respectively. See “Compensation.” Our advisor and the Special Limited Partner may put these units back to the Operating Partnership and receive cash unless our board of directors determines that any such
repurchase for cash would be prohibited by applicable law, our charter or the Operating Partnership Agreement, in which case such Operating Partnership units will be repurchased for shares of our common stock. Such repurchase requests will not be
subject to the Early Repurchase Deduction or Transition Deduction but any such repurchase requests by the Special Limited Partner will be subject to the same redemption limits that exist under our share redemption program. The use of our Operating
Partnership to hold all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust (UPREIT). Using an UPREIT structure may give us an advantage in acquiring properties from persons who want to defer recognizing a gain for
U.S. federal income tax purposes.



The following chart shows our current ownership structure and our relationship with our advisor,
our dealer manager, our sponsor and the Special Limited Partner.











5










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LOGO






(1)

Charles J. Schreiber, Jr. is the Chairman of our Board, our Chief Executive Officer, our President and one of our directors. Other than de minimis amounts owned by family members or trusts,
Mr. Schreiber indirectly owns and controls Schreiber Real Estate Investments, L.P.




(2)

On
April 25, 2019, Peter M. Bren, our then President and one of our affiliated directors, as well as one of the indirect owners of KBS Holdings LLC, our sponsor and the parent entity of our advisor, passed away. Other than de minimis amounts owned
by family members or family trusts, the estate of Peter M. Bren indirectly owns PBren Investments, L.P. Notwithstanding the foregoing, Mr. Schreiber controls the voting rights with respect to the 33 1/3% interest of KBS Holdings LLC held
indirectly by the estate of Peter M. Bren (together with other family members).




(3)

As of December
21, 2020, KBS Capital Advisors owned 20,857 shares of our common stock, 20,000 of which it acquired in exchange for an initial investment of $200,000.




(4)

We are the sole member and manager of KBS REIT Holdings III LLC. KBS REIT Holdings III is a limited
partner of KBS Limited Partnership III and KBS Special Limited Partner III LLC owns a special limited partnership interest in KBS Limited Partnership III. We are the sole general partner of KBS Limited Partnership III.











6










Table of Contents













Q:




Are there any risks involved in buying your shares?





A:

Investing in our common stock involves a high degree
of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objectives and, therefore, you should purchase our shares only if you can afford a complete loss of your investment. An investment in shares of
our common stock involves significant risks and is intended only for investors with a long-term investment horizon and who do not require immediate liquidity or guaranteed income. Some of the more significant risks relating to an investment in
shares of our common stock include those listed below.













•



Since there is no public trading market for shares of our common stock, the redemption or repurchase of shares by
us will likely be the only way to dispose of your shares. Our share redemption program will provide stockholders with the opportunity to request that we redeem their shares on a monthly basis, but we are not obligated to redeem any shares and may
choose to redeem only some, or even none, of the shares that have been requested to be redeemed in any particular month in our discretion. In addition, redemptions will be subject to available liquidity and other significant restrictions. Further,
our board of directors may modify, suspend or terminate our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. As a result, our shares should be considered as having only limited
liquidity and at times may be illiquid.














•



The offering price and redemption price for shares of our common stock are generally based on our prior
month’s NAV (which will be our most recently disclosed NAV per share at such time) plus, in the case of our offering price, applicable upfront selling commissions and dealer manager fees, and are not based on any public trading market. In
addition to being up to a month old when share purchases and redemptions take place, our NAV does not currently represent our enterprise value and may not accurately reflect the actual prices at which our assets could be liquidated on any given day,
the value a third party would pay for all or substantially all of our shares, or the price that our shares would trade at on a national stock exchange. Furthermore, our board of directors may amend our NAV procedures from time to time. While there
will be independent annual appraisals of our properties, the appraisal of properties is inherently subjective and our NAV may not accurately reflect the actual price at which our properties could be liquidated on any given day.














•



A portion of the proceeds received in this offering is expected to be used to satisfy redemption requests,
including requests from our existing stockholders which may be significant. Using the proceeds from this offering for redemptions will reduce the net proceeds available to retire debt or acquire additional properties, which may result in reduced
liquidity and profitability or limit our ability to grow our NAV.














•



In connection with this offering, we incur fees and expenses, which will decrease the amount of cash we have
available for operations and new investments. In the future we may conduct other offerings of common stock (whether existing or new classes), preferred stock or of interests in our Operating Partnership. We may also amend the terms of this offering.
We may structure or amend such offerings to attract institutional investors or other sources of capital. The costs of this offering and future offerings may negatively impact our ability to pay distributions and your overall return.














•



We have no employees and are dependent on our advisor to conduct our operations, to identify investments, to
manage our investments and for the disposition of our properties.














•



All of our executive officers, our affiliated director and other key real estate and debt finance professionals
of our advisor are also officers, affiliated directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and/or other

KBS-affiliated

entities. As a result, they face conflicts of interest, including but not limited to, conflicts arising from time constraints, allocation of investment opportunities and the fact that the fees our advisor and its affiliates will receive for services
rendered to us are based on our NAV, which our advisor is responsible for determining.














•



Because investment opportunities that are suitable for us may also be suitable for other

KBS-sponsored

programs or

KBS-advised

investors, our advisor and its affiliates face conflicts of interest relating to the purchase of properties and other investments and
such conflicts may not be resolved in our favor, meaning that we could invest in less attractive assets, which could reduce the investment return to our stockholders. In connection with the Singapore Transaction (defined herein), our board of
directors and conflicts committee adopted the allocation process proposed by our advisor and KBS Realty Advisors. See “Conflicts of Interest – Our Affiliates’ Interests in Other

KBS-Sponsored

Programs and

KBS-Advised

Investors – Allocation of Investment Opportunities.”














•



We cannot guarantee that we will make distributions. Our distribution policy is not to use the proceeds of our
offerings to make distributions. However, our charter permits us to pay distributions from any source, including offering proceeds or borrowings (which may constitute a return of capital), and our charter does not limit the amount of funds we may
use from any source to pay such distributions. From time to time, we may use proceeds from third party financings to fund at least a portion of distributions in anticipation of cash flow to be received in later periods. We may also fund such
distributions from












7










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the sale of assets. If we pay distributions from sources other than our cash flow from operations, the overall return to our stockholders may be reduced.














•



Our policies do not limit us from incurring debt until our aggregate borrowings would exceed 300% of our net
assets, which approximates aggregate liabilities of 75% of the cost of our tangible assets (before deducting depreciation or other

non-cash

reserves), and we may exceed this limit with the approval of the
conflicts committee of our board of directors. To the extent financing in excess of this limit is available on attractive terms, our conflicts committee may approve debt such that our total liabilities would exceed this limit. High debt levels could
limit the amount of cash we have available to distribute and could result in a decline in the value of an investment in us.














•



We depend on tenants for the revenue generated by our real estate investments and, accordingly, the revenue
generated by our real estate investments is dependent upon the success and economic viability of our tenants. Revenues from our properties could decrease due to a reduction in occupancy (caused by factors including, but not limited to, tenant
defaults, tenant insolvency, early termination of tenant leases and

non-renewal

of existing tenant leases), rent deferrals or abatements, tenants becoming unable to pay their rent and/or lower rental rates,
making it more difficult for us to meet our debt service obligations and limiting our ability to pay distributions to our stockholders.














•



Disruptions in the financial markets and uncertain economic conditions could adversely affect our ability to
implement our business strategy and generate returns to stockholders. In addition, our real estate investments may be affected by unfavorable real estate market and general economic conditions, which could decrease the value of those assets and
reduce the investment return to our stockholders.














•



The outbreak of the novel coronavirus (“COVID-19”) disease could have material and adverse effects on
our or our tenants’ business, financial condition, results of operations and cash flows, the markets and communities in which we and our tenants operate and our investment in Prime US REIT. The fluidity of the COVID-19 pandemic continues to
preclude any prediction as to the ultimate adverse impact of the pandemic on us or the global economy as a whole. In the near term, many of our tenants have suffered reductions in revenue, and since April 1, 2020, several tenants have requested rent
relief, most in the form of rent deferrals or abatements. In addition, the impact of the pandemic has had an adverse impact on our NAV and may have an adverse impact on our ability to raise funds in the offering, to source new investments, to obtain
financing, to fund distributions to stockholders and to satisfy redemption requests, among other factors.














•



There are limits on the ownership and transferability of our shares. See “Description of Capital
Stock—Restrictions on Ownership of Shares.”














•



If we fail to qualify as a REIT and no relief provisions apply, our NAV and cash available for distribution to
our stockholders could materially decrease.




See “Risk Factors.”











Q:




What are the terms of this offering?





A:

Pursuant to this prospectus, we are offering on a
continuous basis up to $2,000,000,000 of shares of common stock, consisting of up to $1,700,000,000 in shares in our primary offering and up to $300,000,000 in shares pursuant to our dividend reinvestment plan. We are offering to sell any
combination of four classes of shares of our common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different upfront selling
commissions and dealer manager fees, and different ongoing distribution fees. The purchase price per share for each class of common stock will vary and will generally equal our prior month’s NAV per share, as determined monthly, plus applicable
upfront selling commissions and dealer manager fees. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share in cases where we believe there has been a
material change (positive or negative) to our NAV per share since the end of the prior month. In this case, the transaction price will be our most recently disclosed NAV at such time. This is a “best efforts” offering, which means that KBS
Capital Markets Group LLC, the dealer manager for this offering and our affiliate, will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in this offering. Subject to certain exceptions, in
this offering you must initially invest at least $2,500 in shares of our Class T, Class S and Class D common stock and $1,000,000 in shares of our Class I common stock. We intend to offer shares of our common stock on a
continuous basis and for an indefinite period of time, by filing a new registration statement before the end of each prior offering, subject to regulatory approval.



The following table summarizes the upfront selling commissions and dealer manager fees generally payable at the time you subscribe for
Class T, Class S, Class D or Class I shares. The upfront selling commission and dealer manager fee are a percentage of the transaction price, which will generally be the most recently disclosed monthly NAV per share for such
class, of the shares sold in the primary offering. No upfront selling commissions or dealer manager fees are paid with respect to any shares sold under our dividend reinvestment plan.











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Maximum Upfront


Selling Commissions




as a % of


Transaction Price





Maximum Upfront


Dealer Manager Fees


as a % of


Transaction Price



Class T shares

(1)




up to 3.0%


0.5%


Class S shares




up to 3.5%


None


Class D shares




up to 1.5%


None


Class I shares




None


None









(1)


Such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of
the transaction price.




Subject to FINRA limitations on underwriting compensation and certain other limitations, the
following table shows the distribution fees we pay the dealer manager with respect to the Class T, Class S, Class D and Class I on an annualized basis as a percentage of our NAV for such class. The distribution fees will be paid
monthly in arrears.
















































Distribution


Fee as a % of NAV



Class T shares




0.85%

(1)



Class S shares




0.85%




Class D shares




0.25%




Class I shares




None











(1)


Consists of an advisor distribution fee of 0.65% per annum and a dealer distribution fee of 0.20% per annum of
the aggregate NAV for the Class T shares, however, with respect to Class T shares sold through certain participating broker-dealers, the advisor distribution fee and the dealer distribution fee may be other amounts, provided that the sum
of such fees will always equal 0.85% per annum of the NAV of such shares.




The ongoing distribution fees listed
above are allocated on a class-specific basis and borne by all holders of the applicable class. These class-specific fees may differ for each class, even when the NAV per share of each class is the same. We normally expect that the allocation of
ongoing distribution fees on a class-specific basis will result in different amounts of distributions being paid with respect to each class of shares. In other words, the per share amount of distributions on Class T, Class S, Class D
and Class I shares generally differs because of different class-specific distribution fees that are deducted from the gross distributions for each share class. Specifically, distributions on Class T and Class S shares will be lower
than Class D shares, and distributions on Class D shares will be lower than Class I shares because we are required to pay higher ongoing distribution fees with respect to the Class T and Class S shares (compared to
Class D shares and Class I shares) and we are required to pay higher ongoing distribution fees with respect to Class D shares (compared to Class I shares). However, if no distributions are authorized for a certain period, or if
they are authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to our valuation procedures, the class-specific fee allocations may lower the net asset value of a share class. Therefore, as
a result of the different ongoing distribution fees allocable to each share class, each share class could have a different NAV per share. If the NAV per share of our classes are different, then changes to our assets and liabilities that are
allocable based on NAV may also be different for each class. See “Net Asset Value Calculation and Valuation Procedures” and “Description of Capital Stock—Distributions” for more information.



We will cease paying the distribution fee with respect to any Class T share, Class S share or Class D share held in a
stockholder’s account at the end of the month in which our dealer manager in conjunction with the transfer agent determines that total upfront selling commissions, dealer manager fees and distribution fees paid with respect to the shares held
by such stockholder within such account would equal or exceed, in the aggregate, 8.75% (or a lower limit as set forth in the applicable agreement between our dealer manager and a participating broker-dealer at the time such shares were issued) of
the gross proceeds from the sale of such shares and purchased in a primary offering (i.e., an offering other than a dividend reinvestment plan) (collectively, the “Fee Limit”). At the end of such month, each such Class T share,
Class S share or Class D share in such account (including shares in such account purchased through the dividend reinvestment plan or received as a stock dividend) will convert into a number of Class I shares (including any fractional
shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time over which the distribution fee will be paid due to potential changes in the NAV of our shares, in the case of a limit of 8.75% of gross proceeds,
this fee would be paid with respect to a Class T share or Class S share over approximately 7 years from the date of purchase and with respect to a Class D share over approximately 30 years from the date of purchase, assuming payment
of the full upfront selling commissions and dealer manager fees, opting out of the dividend reinvestment plan and a constant NAV per share.











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Under these assumptions and assuming a constant NAV per share of $10.00, if a stockholder holds his or her shares for these time periods, this fee with respect to a Class T share or
Class S share would total approximately $0.91 and with respect to a Class D share would total approximately $0.89.





If not already converted into Class I shares upon a determination that total upfront selling commissions, dealer manager fees and
distribution fees paid with respect to such shares would exceed the applicable Fee Limit, each Class T share, Class S share and Class D share held in a stockholder’s account (including shares in such account purchased through the
dividend reinvestment or received as stock dividend) will automatically and without any action on the part of the holder thereof convert into a number of Class I shares (including fractional shares) with an equivalent NAV as such share on the
earliest of (i) a listing of Class I shares or (ii) our merger or consolidation with or into another entity in which we are not the surviving entity or the sale or other disposition of all or substantially all of our assets. In
addition, after termination of a primary offering registered under the Securities Act, each Class T, Class S or Class D share sold in that primary offering, each Class T, Class S or Class D share sold under a dividend reinvestment plan pursuant to
the same registration statement that was used for that primary offering, and each Class T, Class S or Class D share received as a stock dividend with respect to such shares sold in such primary offering or dividend reinvestment plan, shall
automatically and without any action on the part of the holder thereof convert into a number of Class I shares (including fractional shares) with an equivalent NAV as such share, at the end of the month in which we, with the assistance of the dealer
manager, determine that all underwriting compensation paid or incurred with respect to the offerings covered by that registration statement from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the
aggregate purchase price of all shares sold for our account through that primary offering. Further, immediately before any liquidation, dissolution or winding up, each Class T share, Class S share and Class D share will automatically
convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share.



Assuming a
constant net asset value per share and assuming applicable distribution fees are paid until the 8.75% of gross proceeds limit described herein is reached, we expect that a

one-time

net investment in $10,000
worth of each class of our shares would be subject to the following upfront selling commissions, dealer manager fees and distribution fees:



































































































































































Upfront Selling


Commissions





Dealer


Manager


Fees





Annual


Distribution


Fees





Maximum


Distribution Fees Over


Life of Investment


(Length of Time)





Total


(Length of Time)




Class T




$

300



$

50



$

85



$

556   (7 years)



$

906   (7 years)



Class S




$

350



$

0



$

85



$

556   (7 years)



$

906   (7 years)



Class D




$

150



$

0



$

25



$

738 (30 years)



$

888 (30 years)



Class I




$

0



$

0



$

0



$

0



$

0



Class T and Class S shares are available through brokerage and transaction-based accounts.
Class D shares are generally available for purchase in this offering only (1) through

fee-based

programs, also known as wrap accounts, that provide access to Class D shares, (2) through
participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (3) through transaction/brokerage platforms at participating broker-dealers, (4) through certain registered
investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (6) other categories of investors that we name in an amendment or
supplement to this prospectus. Class I shares are generally available for purchase in this offering only (1) through

fee-based

programs, also known as wrap accounts, that provide access to
Class I shares, (2) by endowments, foundations, pension funds and other institutional investors, (3) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class I
shares, (4) through certain registered investment advisers, (5) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers, (6) by our executive officers
and directors and their immediate family members, as well as officers and employees of our advisor and its affiliates and their immediate family members, and joint venture partners, consultants and other service providers or (7) other
categories of investors that we name in an amendment or supplement to this prospectus. In certain cases, where a holder of Class S, Class T or Class D shares exits a relationship with a participating broker-dealer for this offering
and does not enter into a new relationship with a participating broker-dealer for this offering, such holder’s shares may be exchanged into an equivalent NAV amount of Class I shares. Before making your investment decision, please consult
with your financial professional regarding your account type and the classes of common stock you may be eligible to purchase.



Certain
participating broker-dealers may offer volume discounts, which would reduce upfront selling commissions and would therefore increase the length of time required for selling commissions, dealer manager fees and distribution fee to reach 8.75% of
gross proceeds. A lower limit than 8.75% of gross proceeds may be used, as set forth in the applicable agreement between the dealer manager and a participating broker-dealer at the time such shares were issued. See “Plan of
Distribution—Underwriting Compensations.”



If you are eligible to purchase all four classes of shares, then in most cases
you should purchase Class I shares because Class I shares have no upfront selling commissions, dealer manager fees or distribution fees, which will reduce the NAV or distributions of the other share classes. If you are eligible to purchase
Class T, Class S and Class D shares but not Class I shares, in most cases you











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should purchase Class D shares because Class D shares have lower upfront selling commissions, no dealer manager fees and lower annual distribution fees.











Q:




What is the per share purchase price?





A:

Each class of shares will be sold at the then-current
transaction price, which is generally the prior month’s NAV per share for such class (which will be our most recently disclosed NAV per share at such time), plus applicable upfront selling commissions and dealer manager fees. Although the
offering price for shares of our common stock is generally based on the prior month’s NAV per share, the NAV per share of such stock as of the date on which your purchase is settled may be significantly different. We may offer shares at a price
that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share, including by updating a previously disclosed offering price, in cases where we believe there has been a material change (positive
or negative) to our NAV per share since the end of the prior month.



Each class of shares may have a different NAV per share due to the
allocation of distribution fees, which differ with respect to each class. We normally expect that the allocation of ongoing distribution fees on a class-specific basis will result in different amounts of distributions being paid with respect to each
class of shares. In other words, the per share amount of distributions on Class T, Class S, Class D and Class I shares generally differs because of different class-specific distribution fees that are deducted from the gross distributions for each
share class. However, if no distributions are authorized for a certain period, or if they are authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to our valuation procedures, the
class-specific fee allocations may lower the net asset value of a share class. Therefore, as a result of the different ongoing distribution fees allocable to each share class, each share class could have a different NAV per share.











Q:




How is your NAV per share calculated?





A:

Our NAV is calculated monthly based on the net asset
values of our investments, the addition of any other assets (such as cash on hand) and the deduction of any other liabilities. With the approval of our board of directors, including a majority of our independent directors, we have engaged
[


], an independent valuation firm (the “Independent Valuation Firm”), to serve as our independent valuation advisor. The Independent
Valuation Firm will perform or review annual independent third-party appraisals of our properties, confirm the reasonableness of monthly real estate portfolio and real estate-related liability valuations prepared by our advisor and confirm the
reasonableness of our overall monthly NAV and NAV per share determinations. The Independent Valuation Firm is engaged in the business of valuing commercial real estate properties and companies and is not affiliated with us or our advisor. While the
Independent Valuation Firm will provide these services to us, the Independent Valuation Firm is not responsible for, and does not determine our NAV. Our advisor is ultimately responsible for the determination of our NAV.



NAV is not a measure used under generally accepted accounting principles in the U.S. (“GAAP”) and the valuations of and certain
adjustments made to our assets and liabilities used in the determination of NAV will differ from GAAP. You should not consider NAV to be equivalent to stockholders’ equity or any other GAAP measure. See “Net Asset Value Calculation and
Valuation Guidelines” for more information regarding the calculation of our NAV per share of each class and how our properties and real estate-related securities will be valued.











Q:




Is there any minimum investment required?





A:

The minimum initial investment in Class T,
Class S or Class D shares of our common stock in this offering is $2,500, and the minimum subsequent investment in such shares is $500 per transaction. The minimum initial investment in Class I shares of our common stock in this
offering is $1,000,000, and the minimum subsequent investment in such shares is $500 per transaction, unless such minimums are waived by the dealer manager. The minimum subsequent investment amount does not apply to purchases made under our dividend
reinvestment plan. In addition, our board of directors may elect to accept smaller investments in its discretion.











Q:




What is a “best efforts” offering?





A:

This is a “best efforts” offering, which
means that KBS Capital Markets Group LLC, the dealer manager for this offering and our affiliate, will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in this offering. Therefore, we cannot
guarantee that any minimum number of shares will be sold.











Q:




What is the expected term of this offering?





A:

We have registered $1,700,000,000 in shares of our
common stock, in any combination of Class T shares, Class S shares, Class D shares and Class I shares, to be sold in our primary offering and up to $300,000,000 in shares to be sold pursuant to our dividend reinvestment plan. We
may reallocate the shares of our common stock we are offering between the primary offering and our dividend reinvestment plan. It is our intent, however, to conduct a continuous offering for an indefinite period of time, by filing for additional
offerings of our shares, subject to regulatory approval and continued compliance with the rules and regulations of the SEC and applicable state laws.



We will endeavor to take all reasonable actions to avoid interruptions in the continuous offering of our shares of common stock. There can be
no assurance, however, that we will not need to suspend our continuous offering while the SEC and, where required, state securities regulators, review such filings for additional offerings of our stock until such filings are declared effective, if
at all.











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Q:




When may I make purchases of shares and at what price?





A:

Subscriptions to purchase our common stock may be made
on an ongoing basis, but investors may only purchase our common stock pursuant to accepted subscription orders as of the first calendar day of each month, and to be accepted, a subscription request must be received in good order at least five
business days prior to the first calendar day of the month and payment of the full purchase price of the common stock being subscribed must be received at least two business days prior to the first calendar day of the month (unless waived by the
dealer manager). The purchase price per share of each class will be equal to the then-current transaction price, which will generally be our prior month’s NAV per share for such class as of the last calendar day of such month, plus applicable
upfront selling commissions and dealer manager fees. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share, including by updating a previously disclosed
transaction price, in cases where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. See “How to Subscribe” for more details.



For example, if you wish to subscribe for shares of our common stock in October, your subscription request must be received in good order at
least five business days before, and full payment must be received at least two business days before, November 1. Generally, the offering price will equal the NAV per share of the applicable class as of the last calendar day of September, plus
applicable upfront selling commissions and dealer manager fees. If accepted, your subscription will be effective on the first calendar day of November.











Q:




When will the transaction price be available?





A:

Generally, within 15 calendar days after the last
calendar day of each month, we will determine our NAV per share for each share class as of the last calendar day of the prior month, which will generally be the transaction price for the then-current month for such share class. However, in certain
circumstances, the transaction price will not be made available until a later time. We will disclose the transaction price for each month when available on our website at [

www.kbsreitiii.com]

and in prospectus supplements filed with the SEC.



Generally, you will not be provided with direct notice of the transaction price when it becomes available. Therefore, if you wish to know
the transaction price prior to your subscription being accepted you must check our website or our filings with the SEC prior to the time your subscription is accepted.



However, if the transaction price is not made available on or before the eighth business day before the first calendar day of the month (which
is six business days before the earliest date we may accept subscriptions), or a previously disclosed transaction price for that month is changed, then we will provide notice of such transaction price (and the first day on which we may accept
subscriptions) directly to subscribing investors when such transaction price is made available. In such cases, you will have at least three business days from delivery of such notice before your subscription is accepted. See “How to
Subscribe.”











Q:




May I withdraw my subscription request once I have made it?





A:

Yes. Subscribers are not committed to purchase shares
at the time their subscription orders are submitted and any subscription may be canceled at any time before the time it has been accepted. You may withdraw your purchase request by notifying the transfer agent, through your financial intermediary or
directly on our toll-free telephone number


866-584-1381.












Q:




When will my subscription be accepted?





A:

Completed subscription requests will not be accepted
by us before the later of (i) two business days before the first calendar day of each month and (ii) three business days after we make the transaction price (including any subsequent revised transaction price) publicly available by posting
it on our website at [

www.kbsreitiii.com]

and filing a prospectus supplement with the SEC (or in certain cases after we have delivered notice of such price directly to you as discussed above). As a result, you will have a minimum of three
business days after the transaction price for that month has been disclosed to withdraw your request before you are committed to purchase the shares.











Q:




How will you use the proceeds raised in this offering?





A:

After paying upfront selling commissions, dealer
manager fees, additional underwriting compensation and other organization and offering expenses, and assuming that we sell the maximum offering, we estimate net proceeds from this offering in an amount equal to $1.94 billion, or approximately 96.94%
of the gross proceeds from this offering, to be available to us. Upfront selling commissions and dealer manager fees, which are effectively paid by purchasers of shares in the primary offering at the time of purchase, have no effect on the NAV of
any class. The purchase price of such shares is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and dealer manager fees. Accordingly, if we fund
additional











12










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underwriting compensation and other organization and offering expenses entirely out of cash flow from operations (which would not reduce the net offering proceeds), then as a percentage of the
NAV of the shares sold (measured as of the date of sale), approximately 97.93% of the proceeds will be available to us. We expect to use the net proceeds of this offering to make investments in accordance with our investment strategy and policies,
to provide liquidity to our stockholders and for general corporate purposes (which may include repayment of our debt or any other corporate purposes we deem appropriate). The specific amounts of the net proceeds that are used for such purposes, and
the priority of such uses, will depend on the amount of proceeds raised in this offering, the timing of our receipt of such proceeds and the best uses of the proceeds at such time. Generally, our policy will be to pay distributions from cash flow
from operations. Our distribution policy is not to use the proceeds of our offerings to make distributions. However, our charter permits us to pay distributions from any source, including offering proceeds or borrowings (which may constitute a
return of capital), and our charter does not limit the amount of funds we may use from any source to pay such distributions. From time to time, we may use proceeds from third party financings to fund at least a portion of distributions in
anticipation of cash flow to be received in later periods. We may also fund such distributions from the sale of assets. The foregoing figures are estimates based on numerous assumptions. The actual percentage of net proceeds available to use will
depend on a number of factors, including the amount of capital we raise and the actual offering costs. For example, if we raise less than the maximum offering amount, we would expect the percentage of net offering proceeds available to us to be less
(and may be substantially less) than that set forth above because many offering costs are fixed and do not depend on the amount of capital raised in the offering. See “Estimated Use of Proceeds.”











Q:




Will I receive distributions and how often?





A:

We have paid, and expect to continue to pay,
distributions on a monthly basis. We expect to declare distributions based on monthly record dates. We commenced paying distributions in July 2011 and have paid distributions each month since such date. Any distributions we make are at the
discretion of our board of directors, considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from
time to time. You will not be entitled to receive a distribution if your shares are redeemed or repurchased prior to the applicable record date for a distribution.



There is no assurance we will pay distributions in any particular amount, if at all. Generally, our policy is to pay distributions from
current or prior period cash flow from operations (except with respect to distributions related to sales of our assets). From time to time, we may not pay distributions solely from our current or prior period cash flow from operations. The extent to
which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our dividend reinvestment plan, the extent to which our advisor elects to receive its management fee
in Class I shares or Class I units and the Special Limited Partner elects to receive distributions on its performance participation interest in Class I units, how quickly we invest the proceeds from this and any future offering and
the performance of our investments. Further, because we may receive income from interest or rents at various times during our fiscal year and because we may need cash flow from operations during a particular period to fund capital expenditures and
other expenses, we expect that, from time to time, we will declare distributions in anticipation of cash flow that we expect to receive during a later period and we will pay these distributions in advance of our actual receipt of these funds. In
these instances, we have funded our distributions with debt financings and we may utilize debt financing in the future, if necessary, to fund at least a portion of our distributions. As discussed above, we may also fund distributions with proceeds
from the sale of assets. Our organizational documents permit us to pay distributions from any source, including offering proceeds or borrowings (which may constitute a return of capital), and our charter does not limit the amount of funds we may use
from any source to pay such distributions. Our distribution policy is not to use the proceeds from an offering to pay distributions. If we pay distributions from sources other than our cash flow from operations, the overall return to our
stockholders may be reduced.



We elected to be taxed as a REIT under the Internal Revenue Code and have operated as such beginning with
our taxable year ended December 31, 2011. To maintain our qualification as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our REIT taxable income (computed without
regard to the dividends-paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). Our board of directors may authorize distributions in excess of those required for us to maintain REIT
status depending on our financial condition and such other factors as our board of directors deems relevant.



See “Description of
Capital Stock—Distributions” and “Material U.S. Federal Income Tax Considerations.”



The per share amount of
distributions on Class T, Class S, Class D and Class I shares generally differs because of different class-specific distribution fees that are deducted from the gross distributions for each share class. Specifically,
distributions on Class T and Class S shares will be lower than Class D shares, and distributions on Class D shares will be lower than Class I shares because we are required to pay higher ongoing distribution fees with
respect to the Class T and Class S shares (compared to Class D shares and Class I shares) and we are required to pay higher ongoing distribution fees with respect to Class D shares (compared to Class I shares).











13










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Q:




Will the distributions I receive be taxable as ordinary income?





A:

Yes and no. Generally, distributions that you
receive, including distributions that are reinvested pursuant to our dividend reinvestment plan, will be taxed as ordinary income to the extent they are from current or accumulated earnings and profits. Participants in our dividend reinvestment plan
will also be treated for tax purposes as having received an additional distribution to the extent that they purchase shares under the dividend reinvestment plan at a discount to fair market value, if any. As a result, participants in our dividend
reinvestment plan may have tax liability with respect to their share of our taxable income, but they will not receive cash distributions to pay such liability.



To the extent any portion of your distribution is not from current or accumulated earnings and profits, it will not be subject to tax
immediately; it will be considered a return of capital for tax purposes and will reduce the tax basis of your investment (and potentially result in taxable gain). Distributions that constitute a return of capital, in effect, defer a portion of your
tax until your investment is sold or we are liquidated, at which time you will be taxed at capital gains rates. However, because each investor’s tax considerations are different, we suggest that you consult with your tax advisor.











Q:




May I reinvest my cash distributions in additional shares?





A:

Yes. Our dividend reinvestment plan allows you to have
your cash distributions attributable to the class of shares owned automatically reinvested in additional shares of the same class. A copy of our dividend reinvestment plan is included as Appendix A to this prospectus. You will automatically
become a participant unless you are a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington, are a client of a participating broker-dealer that does
not permit automatic enrollment in the dividend reinvestment plan, or you elect not to become a participant by noting such election on your subscription agreement. If you are a resident of Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland,
Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington, or a client of a participating broker-dealer that does not permit automatic enrollment in the dividend reinvestment plan, you may choose to enroll as a participant in
our dividend reinvestment plan.



The per share purchase price for shares purchased pursuant to the dividend reinvestment plan will be
equal to the transaction price for such shares in effect on the distribution date. Shares will generally be sold at the prior month’s NAV per share of the class of share being purchased (which will be our most recently disclosed NAV per share
at such time). Although the price you pay for shares of our common stock pursuant to our dividend reinvestment plan will generally be based on the prior month’s NAV per share, the NAV per share of such stock as of the date on which your
purchase is settled may be significantly different. We may offer shares at a price that we believe reflects the NAV per share of such stock more appropriately than the prior month’s NAV per share (including by updating a previously disclosed
transaction price) where we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. However, our board of directors may determine, in its sole discretion, to designate certain
distributions as ineligible for reinvestment through the dividend reinvestment plan, without notice to participants, without suspending the plan and without affecting the future operation of the plan with respect to participants. Stockholders do not
pay selling commissions or a dealer manager fee when purchasing shares pursuant to the dividend reinvestment plan. The ongoing distribution fees with respect to Class T, Class S and Class D shares are allocated on a class-specific
basis and borne by all shares of the applicable class, including shares issued under the dividend reinvestment plan with respect to such share classes. These class-specific fees may differ for each class, even when the NAV per share of each class is
the same. We normally expect that the allocation of ongoing distribution fees on a class-specific basis will result in different amounts of distributions being paid with respect to each class of shares. In other words, the per share amount of
distributions on Class T, Class S, Class D and Class I shares generally differs because of different class-specific distribution fees that are deducted from the gross distributions for each share class. However, if no distributions are authorized
for a certain period, or if they are authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to our valuation procedures, the class-specific fee allocations may lower the net asset value of
a share class. Therefore, as a result of the different ongoing distribution fees allocable to each share class, each share class could have a different NAV per share. If the NAV per share of our classes are different, then changes to our assets and
liabilities that are allocable based on NAV may also be different for each class. See “Net Asset Value Calculation and Valuation Procedures” and “Description of Capital Stock—Distributions” for more information. Shares
acquired under the dividend reinvestment plan entitle the participant to the same rights and will be treated in the same manner as shares of that class purchased in the primary offering.



Participants may terminate their participation in the dividend reinvestment plan at any time by delivering a written notice to us. Such notice
must be received by us at least ten days prior to a distribution date in order for a participant’s termination to be effective for such distribution date. If we redeem a portion of a participant’s shares, the participant’s
participation in the dividend reinvestment plan with respect to the participant’s shares that were not redeemed will not be terminated unless the participant requests such termination pursuant to the dividend reinvestment plan. Our board of
directors may amend, suspend or terminate the dividend reinvestment plan for any reason at any time upon ten days’ notice to participants. We may provide notice by including such information (a) in a Current Report on Form

8-K

or in our annual or quarterly reports, all publicly filed with the SEC or (b) in a separate mailing to the participants. A stockholder’s participation in the plan will be terminated to the extent that
a reinvestment of such stockholder’s distributions in our shares would cause the percentage ownership or other limitations contained in our charter to be violated.











14










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See “Description of Capital Stock—Dividend Reinvestment Plan” for more
information regarding the reinvestment of distributions you may receive from us.











Q:




Can I request that my shares be redeemed?





A:

Yes. However, while stockholders may request on a
monthly basis that we redeem all or any portion of their shares pursuant to our share redemption program, we are not obligated to redeem any shares and may choose to redeem only some, or even none, of the shares that have been requested to be
redeemed in any particular month in our discretion. In addition, our ability to fulfill redemption requests is subject to a number of limitations. As a result, share redemptions may not be available each month. Under our share redemption program, to
the extent we choose to redeem shares in any particular month, we will only redeem shares as of the opening of the last calendar day of that month (each such date, a “Redemption Date”). Redemptions will be made at the transaction price in
effect on the Redemption Date, with two exceptions: (i) shares that have not been outstanding for at least one year will be redeemed at 97.0% of the transaction price (an “Early Redemption Deduction”) and (ii) notwithstanding the
foregoing, all shares will be redeemed at 97.0% of the transaction price during the first year of this offering, until [•] (“Transition Deduction”). For purposes of the Early Redemption Deduction, the

one-year

holding period is measured as of the subscription closing date immediately following the prospective redemption date. The Early Redemption Deduction and Transition Deduction may only be waived in the case
of redemption requests arising from the death or qualified disability of the holder. To have your shares redeemed, your redemption request and required documentation must be received in good order by 4:00 p.m. (Eastern time) on the second to
last business day of the applicable month. Settlements of share redemptions will be made within three business days of the Redemption Date. The Early Redemption Deduction will not apply to shares acquired through our dividend reinvestment plan or
issued pursuant to a stock dividend. An investor may withdraw his or her redemption request by notifying the transfer agent before 4:00 p.m. (Eastern time) on the last business day of the applicable month.



We may redeem your shares if you fail to maintain a minimum account balance of $500 of shares, even if your failure to meet the minimum
account balance is caused solely by a decline in our NAV.



The total amount of aggregate redemptions of Class T, Class S,
Class D and Class I shares is limited in any calendar month, to shares whose aggregate value (based on the redemption price per share on the date of the redemption) is no more than 2% of our aggregate NAV as of the last day of the previous
calendar month and, in any calendar quarter, to shares whose aggregate value is no more than 5% of our aggregate NAV as of the last day of the previous calendar quarter.



In the event that we determine to redeem some but not all of the shares submitted for redemption during any month, shares redeemed at the end
of the month will be redeemed on a pro rata basis. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program, as applicable.



In the transitional [•] quarter of 2021, we will allow redemptions in up to the maximum permitted as if the share redemption program had
been effective and open the entire quarter (taking into consideration redemptions under our prior share redemption program in the quarter).



The vast majority of our assets consist of properties that cannot generally be readily liquidated without impacting our ability to realize
full value upon their disposition. Therefore, we may not always have sufficient liquid resources to satisfy redemption requests. We may fund redemptions requests from sources other than cash flow from operations, including, without limitation, the
sale of assets, borrowings, return of capital or offering proceeds (including from sales of our common stock or Operating Partnership units to the Special Limited Partner, an affiliate of KBS Capital Advisors), and we have no limits on the amounts
we may use to fund redemptions from such sources. Should redemption requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise
determine that investing our liquid assets in real properties or other illiquid investments rather than redeeming our shares is in the best interests of the Company as a whole, then we may choose to redeem fewer shares than have been requested to be
redeemed, or none at all. Further, our board of directors may modify, suspend or terminate our share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. If the transaction price for the
applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no redemption requests will be accepted for such month and stockholders who wish to have their shares
redeemed the following month must resubmit their redemption requests. See “Share Redemptions—Redemption Limitations.”











15










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Q:




Will I be notified of how my investment is doing?





A:

Yes. We will provide you with periodic updates on the
performance of your investment in us, including:













•



detailed quarterly dividend reports;














•



an annual report;














•



supplements to the prospectus; and














•



three quarterly financial reports.




We will provide this information to you via one or more of the following methods, in our discretion and with your consent, if necessary: U.S.
mail or other courier; electronic delivery; posting on our web site at [www.kbsreitiii.com]; or publicly filing such information with the SEC, which information is available at www.sec.gov.



Our monthly NAV per share for each class will be posted on our website promptly after it has become available.











Q:




When will I get my detailed tax information?





A:

Your Form

1099-DIV

tax information, if required, will be mailed by January 31 of each year.











Q:




What are the fees that you pay to the advisor and its affiliates?





A:

We pay our advisor, the Special Limited Partner, the
dealer manager and their affiliates the fees and expense reimbursements described below in connection with performing services for us, subject to the review and approval of our conflicts committee. Set forth below is a summary of the fees and
expenses we expect to pay these entities in connection with this offering or our operations. The estimated amount that we may pay with respect to such fees and expenses is also set forth below, assuming the maximum gross proceeds from the primary
offering and dividend reinvestment plan. See “Management – The Advisory Agreement” and “Compensation” for additional information about fees and expenses payable to our advisor and its affiliates.



The upfront selling commissions and dealer manager fees listed below are effectively paid by purchasers of shares in the primary offering at
the time of purchase and, therefore, have no effect on the NAV of any class. The purchase price of such shares is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling
commissions and dealer manager fees. The distribution fee listed below is allocated on a class-specific basis and may differ for each class, even when the NAV per share of each class is the same. Such class-specific fees are generally expected to
affect distributions of the applicable classes rather than the NAV per share of such classes. The other fees and expenses below are not class-specific. Accordingly, they are allocated among all holders of shares ratably according to the NAV of their
shares.



We do not intend to pay our advisor or its affiliates any separate fees for property acquisitions, dispositions, financings
(except interest and other payments to the lender in cases where the lender is our advisor or an affiliate of our advisor) or development, or adopt a long-term incentive plan, although our charter permits us to do so, subject to certain limitations.
We do, however, reimburse our advisor and its affiliates for


out-of-pocket


and other expenses related to the foregoing activities to the extent such expenses are paid by
our advisor and its affiliates.











16










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Type of




Compensation




and Recipient






Determination of Amount






Estimated Amount





Organization and Offering Activities



Upfront Selling Commissions and Dealer Manager Fees—

KBS Capital Markets Group




Our dealer manager is entitled to receive upfront selling commissions of up to 3.0%, and upfront dealer manager fees of 0.5%, of the
transaction price of each Class T share sold in the primary offering, however such amounts may vary at certain participating broker-dealers provided that the sum will not exceed 3.5% of the transaction price. Our dealer manager is entitled to
receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. Our dealer manager may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of
each Class D share sold in the primary offering. Our dealer manager anticipates that all or a portion of the upfront selling commissions and dealer manager fees will be retained by, or reallowed (paid) to, participating broker-dealers.





No upfront selling commissions or dealer manager fees are paid with respect to
purchases of Class I shares or shares of any class sold pursuant to our dividend reinvestment plan.







The actual amount will depend on the number of shares sold, the class of shares sold and the transaction price of each share sold in the
primary offering.





Aggregate upfront selling commissions will equal approximately
$41.1 million if we sell the maximum amount in our primary offering, and aggregate dealer manager fees will equal approximately $0.4 million if we sell the maximum amount in our primary offering, assuming payment of the full upfront selling
commissions and dealer manager fees (with a split for Class T shares of 3.0% and 0.5%, respectively), that 5%, 65% and 5% of our offering proceeds are from the sale of each of Class T, Class S and Class D shares, respectively,
that the transaction prices of our Class T, Class S and Class D shares remain constant at $10.00, and that there is no reallocation of shares between our primary offering and our dividend reinvestment plan.






Distribution Fees—





KBS Capital
Markets Group





Subject to FINRA limitations on underwriting compensation, we pay our dealer manager selling commissions over time as distribution fees:





•            with
respect to our outstanding Class T shares equal to 0.85% per annum of the aggregate NAV of our outstanding Class T shares, consisting of an advisor distribution fee of 0.65% per annum, and a dealer distribution fee of 0.20% per annum, of
the aggregate NAV of our outstanding Class T shares, however, with respect to Class T shares sold through certain participating broker-dealers, the advisor distribution fee and the dealer distribution fee may be other amounts, provided
that the sum of such fees will always equal 0.85% per annum of the NAV of such shares;





•            with respect to our outstanding Class S shares equal to 0.85% per annum of
the aggregate NAV of our outstanding Class S shares; and





•            with respect to our outstanding Class D shares equal to 0.25% per annum of
the aggregate NAV of our outstanding Class D shares.





We do not pay a
distribution fee with respect to our outstanding Class I shares.





The
distribution fees are paid monthly in arrears. Our dealer manager reallows (pays) all or a





Actual amounts depend upon the per share NAVs of our Class T shares, Class S shares and Class D shares, the number of
Class T shares, Class S shares and Class D shares purchased, when such shares are purchased and if such shares are outstanding.





For Class T shares, the distribution fees will equal approximately $0.7 million per annum if we sell the maximum amount. For Class S shares, the
distribution fees will equal approximately $9.1 million per annum if we sell the maximum amount. For Class D shares, the distribution fees will equal approximately $0.2 million per annum if we sell the maximum amount. In each case, we are
assuming that, in our primary offering, 5% of our offering proceeds are from the sale of Class T shares, 65% of our offering proceeds are from the sale of Class S shares and 5% of our offering proceeds are from the sale of Class D
shares, that the NAV per share of our Class T shares, Class S shares and Class D shares remains constant at $10.00, that none of our stockholders participate in our dividend reinvestment plan and that there is no reallocation of
shares between our primary offering and our dividend reinvestment plan.












17










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Type of




Compensation




and Recipient






Determination of Amount






Estimated Amount






portion of the distribution fees to participating broker-dealers and servicing broker-dealers, and will rebate distribution fees to us to the
extent a broker-dealer is not eligible to receive them.





The ongoing distribution
fees listed above are allocated on a class-specific basis and borne by all holders of the applicable class. These class-specific fees may differ for each class, even when the NAV per share of each class is the same. We normally expect that the
allocation of ongoing distribution fees on a class-specific basis will result in different amounts of distributions being paid with respect to each class of shares. In other words, the per share amount of distributions on Class T, Class S, Class D
and Class I shares generally differs because of different class-specific distribution fees that are deducted from the gross distributions for each share class. However, if no distributions are authorized for a certain period, or if they are
authorized in an amount less than the allocation of class-specific fees with respect to such period, then pursuant to our valuation procedures, the class-specific fee allocations may lower the net asset value of a share class. Therefore, as a result
of the different ongoing distribution fees allocable to each share class, each share class could have a different NAV per share. If the NAV per share of our classes are different, then changes to our assets and liabilities that are allocable based
on NAV may also be different for each class. See “Net Asset Value Calculation and Valuation Procedures” and “Description of Capital Stock—Distributions” for more information. In calculating our distribution fee, we will use
our NAV before giving effect to accruals for the distribution fee or distributions payable on our shares.









We will cease paying the distribution fee with respect to any Class T share, Class S share or Class D share held in a stockholder’s account at the end of the month in which our dealer manager in conjunction
with the transfer agent determines that total upfront selling commissions, dealer manager fees and distribution fees paid with respect to the shares held by such stockholder within such account would equal or exceed, in the aggregate, 8.75% (or a
lower limit as set forth in the applicable agreement between our dealer manager and a participating broker-dealer at the time such shares were issued) of the gross proceeds from the sale of such shares and purchased in a primary offering (i.e., an
offering other than a dividend reinvestment plan) (collectively, the “Fee Limit”). At the end of such month, each such Class T share, Class S share or Class D share in such account (including shares in such account purchased
through the dividend reinvestment plan or received as a stock dividend) will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share. Although we cannot predict the length of time
over which the distribution fee will be paid due to potential changes in the NAV of our shares, in the case of a limit of 8.75% of gross proceeds, this fee would be paid with respect to a Class T share or Class S share over approximately 7
years from the date of purchase and with respect to a Class D share over approximately 30 years from the date of purchase, assuming payment of the full upfront selling commissions and dealer manager fees, opting out of the dividend reinvestment
plan and a constant NAV per share. Under these assumptions and assuming a constant NAV per share of $10.00, if a stockholder holds his or her shares for these time periods, this fee with respect












18










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Type of




Compensation




and Recipient






Determination of Amount






Estimated Amount






to a Class T share or Class S share would total approximately $0.91 and with respect to a Class D share would total
approximately $0.89.










If not already converted into Class I shares upon a determination that total upfront selling commissions, dealer manager fees and
distribution fees paid with respect to such shares would exceed the applicable Fee Limit, each Class T share, Class S share and Class D share held in a stockholder’s account (including shares in such account purchased through the
dividend reinvestment or received as stock dividend) will automatically and without any action on the part of the holder thereof convert into a number of Class I shares (including fractional shares) with an equivalent NAV as such share on the
earliest of (i) a listing of Class I shares or (ii) our merger or consolidation with or into another entity in which we are not the surviving entity or the sale or other disposition of all or substantially all of our assets. In
addition, after termination of a primary offering registered under the Securities Act, each Class T, Class S or Class D share sold in that primary offering, each Class T, Class S or Class D share sold under a dividend reinvestment plan pursuant to
the same registration statement that was used for that primary offering, and each Class T, Class S or Class D share received as a stock dividend with respect to such shares sold in such primary offering or dividend reinvestment plan, shall
automatically and without any action on the part of the holder thereof convert into a number of Class I shares (including fractional shares) with an equivalent NAV as such share, at the end of the month in which we, with the assistance of the dealer
manager, determine that all underwriting compensation paid or incurred with respect to the offerings covered by that registration statement from all sources, determined pursuant to the rules and guidance of FINRA, would be in excess of 10% of the
aggregate purchase price of all shares sold for our account through that primary offering. Further, immediately before any liquidation, dissolution or winding up, each Class T share, Class S share and Class D share will automatically
convert into a number of Class I shares (including any fractional shares) with an equivalent NAV as such share.







Additional Underwriting Compensation—

KBS Capital Markets Group or KBS Capital Advisors




We may pay directly or reimburse our advisor and our dealer manager if they pay, on our behalf, certain additional items of underwriting
compensation described under “Plan of Distribution– Underwriting Compensation,” including legal fees of our dealer manager, costs reimbursement for registered representatives of participating broker-dealers to attend educational
conferences sponsored by us or our dealer manager, attendance fees for registered persons associated with our dealer manager to attend seminars conducted by participating broker-dealers, and promotional items.





In addition, our advisor may pay our dealer manager, without reimbursement by us,
additional amounts in order to fund certain of our dealer manager’s costs and expenses related to the




We estimate the additional underwriting compensation expenses paid by us to be approximately $6.4 million if we sell the maximum offering amount.










19










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Type of




Compensation




and Recipient






Determination of Amount






Estimated Amount






distribution of the offering, as described under “Plan of Distribution—Underwriting Compensation,” including compensation of
certain registered employees of our dealer manager, reimbursements for customary travel, lodging, meals and reasonable entertainment expenses and other actual costs of registered persons associated with our dealer manager incurred in the performance
of wholesaling activities, as well as supplemental fees and commissions paid by our dealer manager with respect to sales of shares as described under “Plan of Distribution—Underwriting Compensation—Supplemental Fees and
Commissions.”





Such payments will be considered underwriting compensation
subject to the 10% underwriting compensation limit of FINRA.







Other Organization and Offering Expenses—

KBS Capital Advisors and KBS Capital Markets Group




We also pay directly, or reimburse our advisor and our dealer manager if they pay on our behalf, any other organization and offering expenses
(meaning organization and offering expenses other than underwriting compensation) as and when incurred. These expenses may include reimbursements for the bona fide due diligence expenses of participating broker-dealers, supported by detailed and
itemized invoices, and similar diligence expenses of investment advisers.





After the
termination of the primary offering and again after termination of the offering under our dividend reinvestment plan, our advisor has agreed to reimburse us to the extent that the cumulative organization and offering expenses that we incur
(including underwriting compensation) exceed 15% of our gross proceeds from the applicable offering.






We estimate these other organization and offering expenses to be approximately $13.3 million if we sell the maximum offering amount.




Investment Activities






Acquisition Expense Reimbursement—

KBS Capital Advisors




We do not intend to pay our advisor any acquisition, financing (except interest payments to the lender in cases where the lender is our
advisor or an affiliate of our advisor) or other similar fees in connection with making investments. We will, however, reimburse our advisor for


out-of-pocket


expenses
in connection with the selection, evaluation, structuring, acquisition, financing and development of investments, whether or not such investments are acquired, and make payments to third parties or possibly certain of our advisor’s affiliates
in connection with providing services to us.






Actual amounts are dependent upon actual expenses incurred and, therefore, cannot be determined at this time.










20










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Type of




Compensation




and Recipient






Determination of Amount






Estimated Amount







Operational Activities





Management Fee (Fixed Component Fee) and Expense Reimbursement—

KBS Capital Advisors and KBS Capital Markets Group




We pay our advisor a management fee with a fixed component equal to 1.25% of the Company’s NAV per annum payable monthly. Additionally,
to the extent that our Operating Partnership issues Operating Partnership units to parties other than us, our Operating Partnership will pay our advisor a management fee equal to 1.25% of the NAV of the Operating Partnership attributable to such
Operating Partnership units not held by us per annum payable monthly. In calculating the management fee, we use our NAV and the NAV of the Operating Partnership units not held by us before giving effect to monthly accruals for the management fee and
the performance participation allocation fee, distribution fees, or distributions payable on our outstanding shares or Operating Partnership units.





The management fee may be paid, at our advisor’s election, in cash, Class I shares or Class I units of our Operating Partnership. To the extent
that our advisor elects to receive any portion of its management fee in Class I shares or Class I units of our Operating Partnership, we may repurchase such Class I shares or Class I units of our Operating Partnership from our
advisor at a later date, at our advisor’s election. Shares of our Class I common stock and Class I units of our Operating Partnership obtained by our advisor will not be subject to the redemption limits of our share redemption program
or any Early Redemption Deduction or Transition Deduction. The Operating Partnership will repurchase any such Operating Partnership units for cash unless our board of directors determines that any such repurchase for cash would be prohibited by
applicable law, our charter or the Operating Partnership Agreement, in which case such Operating Partnership units will be repurchased for shares of our common stock with an equivalent aggregate NAV. Our advisor will have the option of exchanging
Class I shares for an equivalent aggregate NAV amount of Class T, Class S or Class D shares. The advisory agreement provides that with respect to any shares of our common stock received as payment for the management fee, within
six months after a listing of the shares on a national securities exchange, we will enter into a registration rights agreement with our advisor for the shares received as payment for the management fee, with terms mutually agreeable to us and our
advisor.






Actual amounts depend upon our aggregate NAV, the changes in NAV and actual expenses incurred and, therefore, cannot be determined at this time.



In addition to the organization and offering expense and acquisition expense reimbursements described above, our advisor has the right to seek reimbursement from us for all costs and expenses it incurs in connection with the
provision of services to us, including our allocable share of our advisor’s overhead, such as rent, employee costs, utilities, accounting software and cybersecurity costs. We currently reimburse our advisor for our allocable portion of the
salaries, benefits and overhead of internal audit department personnel providing services to












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Type of




Compensation




and Recipient






Determination of Amount






Estimated Amount






us. In the future, our advisor may seek reimbursement for additional employee costs. We will not reimburse our advisor for the salaries and
benefits our advisor or its affiliates may pay our executive officers. In addition, we reimburse our advisor for certain of our direct costs incurred from third parties that were initially paid by our advisor on our behalf.





We have also entered into a fee reimbursement agreement with our dealer manager
pursuant to which we agreed to reimburse our dealer manager for certain fees and expenses it incurs for administering our participation in the DTCC Alternative Investment Product Platform with respect to certain accounts of our investors serviced
through the platform.





Additionally, we have entered into, together with KBS REIT
II, KBS Growth & Income REIT, our dealer manager, our advisor and other

KBS-affiliated

entities, an errors and omissions and directors and officers liability insurance program where the lower tiers of
such insurance coverage are shared. The cost of these lower tiers is allocated by our advisor and its insurance broker among each of the various entities covered by the program, and is billed directly to each entity.







Performance Participation Allocation—

The Special Limited Partner




So long as the advisory agreement has not been terminated, the Special Limited Partner holds a performance participation interest in our
Operating Partnership that entitles it to receive an allocation from our Operating Partnership equal to 12.5% of the Total Return, subject to a 6% Hurdle Amount and a High Water Mark, with a partial

Catch-Up

(each term as defined herein). Such allocation is made annually and accrues monthly.





For a detailed explanation of how the performance participation allocation is calculated, see “Compensation—Performance Participation
Allocation—The Special Limited Partner.” For a hypothetical calculation of the performance participation calculation, see “Compensation—Performance Participation Allocation Example.”





In addition, with respect to our historical performance period from inception through
the launch of this offering, we believe it is appropriate to calculate the estimated value of the Subordinated Participation in Net Cash Flows (defined under “Management—Payment of Incentive Fee for Past Performance”) based on a
hypothetical liquidation of our assets and liabilities at their then-current estimated values used in our NAV calculation at the time of conversion to an NAV REIT, after considering the impact of any potential closing costs and fees related to the
disposition of real estate properties, and accelerate the payment of the historical incentive fee to our advisor to the extent of the potential liability at the time of conversion to an NAV REIT. Our stockholders approved the acceleration of this
fee on May 7, 2020. For more information, see “Management—Payment of Incentive Fee for Past Performance.”




Actual amounts of the performance participation depend upon our Operating Partnership’s actual annual total return and, therefore, cannot be calculated at this time.










22










Table of Contents







Our Total Operating Expenses, including any performance participation allocation made to
the Special Limited Partner with respect to its performance participation interest in the Operating Partnership, will be limited during any four fiscal quarters to the greater of (a) 2.0% of our Average Invested Assets or (b) 25.0% of our
Net Income. This limit may be exceeded only if our conflicts committee has made a finding that, based on such unusual and

non-recurring

factors as it deems sufficient, a higher level of expenses is justified,
and such finding is recorded in the minutes of the meeting of the conflicts committee. For purposes of these limits:













•



“Total Operating Expenses” means all expenses paid or incurred by us, as determined under GAAP, that
are in any way related to our operation, including advisory fees, but excluding (a) the expenses of raising capital such as organization and offering expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other
fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and stock exchange listing of our stock; (b) interest payments; (c) taxes; (d)

non-cash

expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based on the gain on the sale of our assets; and (f) acquisition and origination fees,
acquisition and origination expenses (including expenses relating to potential investments that we do not close), disposition fees on the sale of real property and other expenses connected with the acquisition, origination, disposition and ownership
of real estate interests, loans or other property (other than disposition fees on the sale of assets other than real property), such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property.














•



“Average Invested Assets” means, for any period, the average of the aggregate book value of our assets
invested, directly or indirectly, in equity interests in and loans secured by real estate, before deducting depreciation, bad debts or other

non-cash

reserves, computed by taking the average of such values at
the end of each month during such period.














•



“Net Income” means, for any period, total revenues applicable to such period less the total expenses
applicable to such period other than additions for depreciation or bad debt or other similar

non-cash

reserves.












Q:




What conflicts of interest does your advisor face?





A:

KBS Capital Advisors and its affiliates experience
conflicts of interest in connection with the management of our business. Our advisor is owned and controlled by KBS Holdings, our sponsor. Other than de minimis amounts owned by family members or family trusts, Charles J. Schreiber, Jr. indirectly
owns and controls a 33 1/3% interest in KBS Holdings. In addition, Mr. Schreiber controls the voting rights with respect to the 33 1/3% interest of KBS Holdings held indirectly by the estate of Peter M. Bren (together with other family
members). Charles J. Schreiber, Jr. is the Chairman of our Board, our Chief Executive Officer, our President and our affiliated director.



KBS Capital Advisors is also serving as the external advisor to KBS REIT II and KBS Growth & Income REIT. Mr. Schreiber is
Chairman of the Board, Chief Executive Officer, President and an affiliated director of KBS REIT II and KBS Growth & Income REIT. In addition, Mr. Schreiber and the KBS team of real estate professionals are also key real estate
professionals at KBS Realty Advisors and its affiliates, the advisors to the private

KBS-sponsored

programs and the investment advisors to institutional investors in real estate properties and real
estate-related assets. KBS Realty Advisors is also the U.S. asset manager of Prime US REIT, and Mr. Schreiber is the Chairman of the Board and a director of the external manager of Prime US REIT. Some of the material conflicts that KBS Capital
Advisors and its affiliates face include the following:













•



Our advisor and its team of real estate and debt finance professionals must determine which investment
opportunities to recommend to us and the other

KBS-sponsored

programs that are raising funds for investment, or that have funds available for investment, or for whom a KBS affiliate serves as an advisor as
well as any programs KBS affiliates may sponsor in the future. In connection with the Singapore Transaction (defined herein), our board of directors and conflicts committee adopted the allocation process proposed by our advisor and KBS Realty
Advisors. See “Conflicts of Interest – Our Affiliates’ Interests in Other

KBS-Sponsored

Programs and

KBS-Advised

Investors – Allocation of Investment
Opportunities.”














•



Our sponsor and its team of professionals at KBS Capital Advisors and its affiliates (including our dealer
manager, KBS Capital Markets Group) have to allocate their time between us and other programs and activities in which they are involved.














•



The compensation payable by us to our advisor and its affiliates may not be on terms that would result from

arm’s-length

negotiations, is payable whether or not our stockholders receive distributions, and is based on our NAV, which our advisor is responsible for determining.














•



KBS Capital Advisors and its affiliates, including our dealer manager, receive fees in connection with, or as
result of, our offerings of equity securities.












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•



KBS Capital Advisors and its affiliates may structure the terms of joint ventures between us and other

KBS-sponsored

programs or

KBS-advised

entities.














•



The key real estate, debt finance, management and accounting professionals at our advisor may become employees of
another

KBS-sponsored

program in an internalization transaction or, if we internalize our advisor, may not become our employees as a result of their relationship with other

KBS-sponsored

programs.












Q:




What is the liquidity history of

KBS-sponsored

public

non-traded

REITS?





A:

As described in more detail below, our sponsor has
sponsored six public programs other than our company, each of which included a date in its charter by which the program might be liquidated. As of the date of this prospectus, KBS REIT I and KBS Legacy Partners Apartment REIT had completed their
liquidation process pursuant to the KBS REIT I Plan of Liquidation and KBS Legacy Plan of Liquidation, respectively. In addition, KBS REIT II and Pacific Oak Strategic Opportunity REIT I (advisory agreement terminated as of October 31, 2019)
have reached their respective liquidation decision dates and have taken the actions described below. Further, Pacific Oak Strategic Opportunity REIT II was acquired by Pacific Oak Strategic Opportunity REIT I prior to its disclosed liquidation
decision date.



KBS REIT I’s charter required that it seek stockholder approval of its liquidation if its shares of common stock
were not listed on a national securities exchange by November 2012, unless a majority of its independent directors determined that liquidation was not then in the best interest of its stockholders. Each year beginning in November 2012 and through
November 2015, the conflicts committee of KBS REIT I unanimously determined that liquidation was not then in the best interests of KBS REIT I’s stockholders.



On October 5, 2016, the special committee and the board of directors of KBS REIT I unanimously approved the sale of all of KBS REIT
I’s assets and its dissolution pursuant to the KBS REIT I Plan of Liquidation. On January 27, 2017, KBS REIT I’s stockholders approved the KBS REIT I Plan of Liquidation. On October 10, 2017, KBS REIT I filed articles of
dissolution with the SDAT pursuant to the KBS REIT I Plan of Liquidation, which articles became effective on October 10, 2017. On November 22, 2017, KBS REIT I completed the disposition of the last real estate asset in its portfolio. From
January 27, 2017 through the date of its liquidation in December 2018, KBS REIT I paid aggregate liquidating distributions to its stockholders of $3.42 per share, or $631.2 million.



KBS REIT II’s charter requires that KBS REIT II seek stockholder approval of its liquidation if its shares of common stock are not listed
on a national securities exchange by March 31, 2018, unless a majority of KBS REIT II’s independent directors determines that liquidation is not then in the best interest of KBS REIT II’s stockholders. In March 2018 and March 2019,
the conflicts committee of KBS REIT II unanimously determined that liquidation was not then in the best interests of KBS REIT II’s stockholders.



On November 13, 2019, the special committee and the board of directors of KBS REIT II unanimously approved the sale of all of KBS REIT
II’s assets and its dissolution pursuant to the KBS REIT II Plan of Liquidation. On March 5, 2020, KBS REIT II’s stockholders approved the KBS REIT II Plan of Liquidation. KBS REIT II expects to distribute all of the net proceeds from
liquidation to its stockholders within 24 months from March 5, 2020. If KBS REIT II cannot sell its assets and pay its debts within 24 months from March 5, 2020, or if the special committee and board of directors of KBS REIT II determine that it is
otherwise advisable to do so, pursuant to the Plan of Liquidation, KBS REIT II may transfer and assign its remaining assets to a liquidating trust. Upon such transfer and assignment, the stockholders of KBS REIT II would receive beneficial interests
in the liquidating trust. KBS REIT II can give no assurance regarding the timing of asset dispositions in connection with the implementation of the Plan of Liquidation, the sale prices it will receive for its assets, and the amount or timing of
liquidating distributions to be received by its stockholders. From March 5, 2020 through December 1, 2020, KBS REIT II paid aggregate liquidating distributions to its stockholders of $1.00 per share, or $185.1 million.



KBS Legacy Partners Apartment REIT’s charter required that it seek stockholder approval of its liquidation if its shares of common stock
were not listed on a national securities exchange by January 31, 2020, unless a majority of its independent directors determined that liquidation was not then in the best interest of its stockholders. On August 14, 2017, the special
committee and the board of directors of KBS Legacy Partners Apartment REIT unanimously approved the sale of all of KBS Legacy Partners Apartment REIT’s assets and its dissolution pursuant to the KBS Legacy Plan of Liquidation. On
December 19, 2017, KBS Legacy Partners Apartment REIT’s stockholders approved the KBS Legacy Plan of Liquidation. On March 29, 2018, KBS Legacy Partners Apartment REIT completed the disposition of the last real estate asset in its
portfolio. From December 19, 2017 through the date of its liquidation in December 2018, KBS Legacy Partners Apartment REIT paid aggregate liquidating distributions to its stockholders of $8.47 per share, or $178.2 million.



The Pacific Oak Strategic Opportunity REIT I initial public offering prospectus disclosed that the company may seek to publicly list its
shares of common stock if its independent directors believe a public listing would be in the best interests of its stockholders. To date, such a determination has not been made. On December 22, 2017, Pacific Oak Strategic Opportunity REIT I filed a
proxy statement stating that its board of directors believed it was in the best interests of the company to pursue a perpetual-life “NAV REIT” strategy. The proxy statement contained a proposal to remove Section 5.11 from Pacific Oak
Strategic Opportunity REIT I’s charter, which required that, if the company did not list its shares of common stock on a national securities exchange by July 31, 2019, it must either (a) seek stockholder approval of the liquidation of the
company or (b) if a majority of the conflicts committee determined that liquidation was not then in the best interests of its stockholders, postpone the decision of whether to liquidate the company. On April 4, 2018, the stockholders of Pacific Oak
Strategic Opportunity REIT I approved the proposal to remove Section 5.11 from the charter, but it was not implemented immediately. On September 25, 2019, the conflicts committee of Pacific Oak Strategic Opportunity REIT I unanimously determined to
postpone approval of Pacific Oak Strategic Opportunity REIT I’s liquidation while Pacific Oak Strategic Opportunity REIT I continued to evaluate possible strategic alternatives for the company. On December 18, 2019, Pacific Oak Strategic
Opportunity REIT I implemented the proposed charter amendment removing Section 5.11. The company has disclosed that it is continuing to evaluate possible strategic alternatives to provide additional liquidity to stockholders, including but not
limited to negotiating or procuring the sale of certain properties in the company’s portfolio, the potential conversion of the company to an “NAV REIT” with increased capacity to repurchase shares through its share redemption program,
and other strategies.











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Pacific Oak Strategic Opportunity REIT II’s (advisory agreement terminated as of
October 31, 2019) charter required that it seek stockholder approval of its liquidation if its shares of common stock were not listed on a national securities exchange by August 2024, unless a majority of its independent directors determined
that liquidation was not then in the best interest of its stockholders. On February 19, 2020, Pacific Oak Strategic Opportunity REIT I, its indirect subsidiary (the “Merger Sub”) and Pacific Oak Strategic Opportunity REIT II entered into
an Agreement and Plan of Merger (the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, on October 5, 2020, Pacific Oak Strategic Opportunity REIT II merged with and into Merger Sub (the “Merger”),
with Merger Sub surviving the Merger (the “Surviving Entity”), such that following the Merger, the Surviving Entity continued as an indirect subsidiary of Pacific Oak Strategic Opportunity REIT I. In accordance with the applicable
provisions of the Maryland General Corporation Law, the separate existence of Pacific Oak Strategic Opportunity REIT II ceased. At the effective time of the Merger, each issued and outstanding share of Pacific Oak Strategic Opportunity REIT
II’s common stock converted into the right to receive 0.9643 shares of Pacific Oak Strategic Opportunity REIT I’s common stock.



KBS Growth & Income REIT’s charter requires that it seek stockholder approval of its liquidation if its shares of common stock are
not listed on a national securities exchange by April 28, 2026, unless a majority of its independent directors determines that liquidation is not then in the best interest of its stockholders. As we have not yet reached April 2026, neither of these
actions have occurred.



If a majority of KBS Growth & Income REIT’s independent directors (i.e., conflicts committee) does
determine that liquidation is not then in the best interests of its stockholders, KBS Growth & Income REIT’s charter requires that its conflicts committee revisit the issue of liquidation at least annually. Further postponement of
listing or stockholder action regarding liquidation would only be permitted if a majority of KBS Growth & Income REIT’s conflicts committee again determined that liquidation would not be in the best interest of its stockholders. If KBS
Growth & Income REIT sought and failed to obtain stockholder approval of its liquidation, KBS Growth & Income REIT’s charter would not require it to list or liquidate and would not require its conflicts committee to revisit
the issue of liquidation, and KBS Growth & Income REIT could continue to operate as before. If KBS Growth & Income REIT sought and obtained stockholder approval of its liquidation, KBS Growth & Income REIT would begin an
orderly sale of its assets. The precise timing of such sales would take into account the prevailing real estate and financial markets, the economic conditions in the submarkets where KBS Growth & Income REIT’s properties are located
and the debt markets generally, as well as the federal income tax consequences to its stockholders. In making the decision to apply for listing of its shares, KBS Growth & Income REIT’s directors would try to determine whether listing
KBS Growth & Income REIT’s shares or liquidating its assets would be more likely to result in greater benefit to its stockholders.











Q:




Are there any limitations on the level of ownership of shares?





A:

Yes. Our charter contains restrictions on the
ownership of our shares that prevent any one person from owning more than 9.8% of our aggregate outstanding shares unless exempted by our board of directors. These restrictions are designed, among other purposes, to enable us to comply with
ownership restrictions imposed on REITs by the Internal Revenue Code and may have the effect of preventing a third party from engaging in a business combination or other transaction even if doing so would result in you receiving a
“premium” for your shares.



Our charter also limits your ability to sell your shares. Subsequent purchasers, i.e., potential
purchasers of your shares, must also meet the net worth or income standards, and unless you are transferring all of your shares, you may not transfer your shares in a











25










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manner that causes you or your transferee to own fewer than the number of shares required to meet the minimum purchase requirements (provided that the minimum purchase requirement solely for your
transfer or subsequent sale of Class I shares is $2,500), except for the following transfers without consideration: transfers by gift, transfers by inheritance, intrafamily transfers, family dissolutions, transfers to affiliates and transfers
by operation of law. Any sale must also comply with applicable state and federal securities laws.




Q:            Are there any special considerations that apply to employee benefit plans subject
to ERISA or other retirement plans that are investing in shares?




A:

Yes. The section of this prospectus entitled “Certain ERISA
Considerations” describes the effect the purchase of shares will have on individual retirement accounts and retirement plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or the Internal
Revenue Code. ERISA is a federal law that regulates the operation of certain tax advantaged retirement plans. Any retirement plan trustee or individual considering purchasing shares for a retirement plan or an individual retirement account
(“IRA”) should consider, at a minimum: (1) whether the investment is in accordance with the documents and instruments governing the IRA, plan or other account; (2) whether the investment satisfies the fiduciary requirements
associated with the IRA, plan or other account; (3) whether the investment will generate unrelated business taxable income to the IRA, plan or other account; (4) whether there is sufficient liquidity for that investment under the IRA, plan
or other account; (5) the need to value the assets of the IRA, plan or other account annually or more frequently; and (6) whether the investment would constitute a

non-exempt

prohibited transaction
under applicable law. See “Risk Factors—Retirement Plan Risks” and “Certain ERISA Considerations.”




Q:            Are there any Investment Company Act of 1940 considerations?




A:

We intend to continue to conduct our operations so that neither we nor any of
our subsidiaries will be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Under the relevant provisions of Section 3(a)(1) of the Investment Company
Act, an investment company is any issuer that:













•



pursuant to Section 3(a)(1)(A), is or holds itself out as being engaged primarily, or proposes to engage
primarily, in the business of investing, reinvesting or trading in securities (the “primarily engaged test”); or














•



pursuant to Section 3(a)(1)(C), is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets (exclusive of United States government securities and cash items)
on an unconsolidated basis (the “40% test”). “Investment securities” excludes United States government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on
the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).




Neither we nor our Operating Partnership should be required to register as an investment company under either of the tests above. With respect
to the 40% test, most of the entities through which we and our Operating Partnership own our assets are majority-owned subsidiaries that are not themselves investment companies and are not relying on the exceptions from the definition of investment
company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).



With respect to the primarily
engaged test, we and our Operating Partnership are holding companies and do not intend to invest or trade in securities ourselves. Rather, through the majority-owned subsidiaries of our Operating Partnership, we and our Operating Partnership are
primarily engaged in the

non-investment

company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real estate and real estate-related assets.



If any of the subsidiaries of our Operating Partnership fail to meet the 40% test, then we believe they will often be able to rely on
Section 3(c)(5)(C) of the Investment Company Act for an exception from the definition of an investment company. As reflected in

no-action

letters, the SEC staff’s position on Section 3(c)(5)(C)
generally requires that an issuer maintain at least 55% of its assets in “mortgages and other liens on and interests in real estate” or qualifying assets; at least 80% of its assets in qualifying assets plus real estate-related assets; and
no more than 20% of the value of its assets in other than qualifying assets and real estate-related assets. To constitute a qualifying asset under this 55% requirement, a real estate interest must meet various criteria based on

no-action

letters. We expect that any of the subsidiaries of our Operating Partnership relying on Section 3(c)(5)(C) will invest at least 55% of its assets in qualifying assets, with substantially all of its
remaining assets in other types of real estate-related assets. If any subsidiary relies on Section 3(c)(5)(C), then we expect to rely on guidance published by the SEC staff or on our analyses of guidance published with respect to types of
assets to determine which assets are qualifying real estate assets and real estate-related assets.



Pursuant to the language of
Section 3(c)(5)(C), we will treat an investment in real property as a qualifying real estate asset. In reliance on SEC staff published guidance, we take the view that certain mortgage loans, participations, mezzanine loans, convertible











26










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mortgages, and other types of real estate-related loans in which we may invest are qualifying real estate assets. Thus, we intend to treat these investments, to the extent we make sure
investments, as qualifying real estate assets.



If any subsidiary relies on Section 3(c)(5)(C), we expect to limit the investments
that the subsidiary makes, directly or indirectly, in assets that are not qualifying assets and in assets that are not real estate-related assets. In 2011, the SEC issued a concept release indicating that the SEC and its staff were reviewing
interpretive issues relating to Section 3(c)(5)(C) and soliciting views on the application of Section 3(c)(5)(C) to companies engaged in the business of acquiring mortgages and mortgage-related instruments. To the extent that the SEC or
its staff provides guidance regarding any of the matters bearing upon the exceptions we and our subsidiaries rely on from registration as an investment company, we may be required to adjust our strategy accordingly. Any guidance from the SEC or its
staff could further inhibit our ability to pursue the strategies we have chosen.











Q:




Who can help answer my questions?





A:

If you have more questions about this offering or if
you would like additional copies of this prospectus, you should contact your financial professional or our transfer agent:



DST
Systems, Inc.



PO Box 219015



Kansas City, MO 64121-9015



Toll
Free Number:


866-584-1381












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RISK FACTORS




An investment in our common stock involves various risks and uncertainties. You should carefully consider the following risk factors in conjunction with
the other information contained in this prospectus before purchasing our common stock. The risks discussed in this prospectus could adversely affect our business, operating results, prospects, financial condition and forward-looking statements. This
could cause the value of our common stock to decline and could cause you to lose all or part of your investment. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe
are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.




Risks Related to This Offering and Our Organizational Structure





You will not have the opportunity to evaluate our future investments before we make them, which makes your investment more speculative.




We are not able to provide you with any information to assist you in evaluating the merits of any specific properties that we may acquire in
the future, except for investments that may be described in one or more supplements to this prospectus. Because you will be unable to evaluate the economic merit of our future investments before we make them, you will have to rely entirely on the
ability of our advisor to select suitable and successful investment opportunities. Furthermore, our advisor will have broad discretion in selecting the properties we will invest in and the tenants of those properties, and you will not have the
opportunity to evaluate potential investments. These factors increase the risk that your investment may not generate returns comparable to other real estate investment alternatives.





There is no public trading market for the shares of our common stock and we do not anticipate that there will be a public trading market for our shares;
therefore, your ability to dispose of your shares will likely be limited to redemption by us. If you do sell your shares to us, you may receive less than the price you paid.




There is no current public trading market for shares of our common stock, and we do not expect that such a market will ever develop.
Therefore, the redemption or repurchase of your shares by us will likely be the only way for you to dispose of your shares. We will redeem shares at a price equal to the transaction price of the class of shares being redeemed on the date of
redemption (which will generally be equal to our prior month’s NAV per share, which will be our most recently disclosed NAV per share at such time) and not based on the price at which you initially purchased your shares. We may redeem your
shares if you fail to maintain a minimum account balance of $500 of shares, even if your failure to meet the minimum account balance is caused solely by a decline in our NAV. Subject to limited exceptions, shares that have not been outstanding for
at least one year will be redeemed at 97.0% of the transaction price (an “Early Redemption Deduction”). In addition, during the first year of this offering, until [•], all shares will be redeemed at 97.0% of the transaction price
(“Transition Deduction”). For purposes of the Early Redemption Deduction, the

one-year

holding period is measured as of the subscription closing date immediately following the prospective redemption
date. Such Early Redemption Deductions and Transition Deductions will inure indirectly to the benefit of our remaining stockholders. As a result of this and the fact that our NAV will fluctuate, you may receive less than the price you paid for your
shares upon redemption by us pursuant to our share redemption program. See “Share Redemptions—Early Redemption Deduction and Transition Deduction.”





Your ability to have your shares redeemed through our share redemption program is limited. We may choose to redeem fewer shares than have been requested
to be redeemed, in our discretion at any time, and the amount of shares we may redeem is subject to caps. Further, our board of directors may modify, suspend or terminate our share redemption program if it deems such action to be in our best
interest and the best interest of our stockholders.




We may choose to redeem fewer shares than have been requested in any
particular month to be redeemed under our share redemption program, or none at all, in our discretion at any time. We may redeem fewer shares than have been requested to be redeemed due to lack of readily available funds because of adverse market
conditions beyond our control, the need to maintain liquidity for our operations or because we have determined that investing in real property or other illiquid investments is a better use of our capital than redeeming our shares. In addition, the
total amount of shares that we will redeem is limited, in any calendar month, to shares whose aggregate value (based on the redemption price per share on the date of the redemption) is no more than 2% of our aggregate NAV as of the last day of the
previous calendar month and, in any calendar quarter, to shares whose aggregate value is no more than 5% of our aggregate NAV as of the last day of the previous calendar quarter. Further, our board of directors may modify, suspend or terminate our
share redemption program if it deems such action to be in our best interest and the best interest of our stockholders. If the full amount of all shares of our common stock requested to be redeemed in any given month are not redeemed, funds will be
allocated pro rata based on the total number of shares of common stock being redeemed without regard to class and





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subject to the volume limitation. All unsatisfied redemption requests must be resubmitted after the start of the next month or quarter, or upon the recommencement of the share redemption program,
as applicable.



The vast majority of our assets consist of properties that cannot generally be readily liquidated without impacting our
ability to realize full value upon their disposition. Therefore, we may not always have a sufficient amount of cash to immediately satisfy redemption requests. Should redemption requests, in our judgment, place an undue burden on our liquidity,
adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than redeeming our shares is in the
best interests of the Company as a whole, then we may choose to redeem fewer shares than have been requested to be redeemed, or none at all. Because we are not required to authorize the recommencement of the share redemption program within any
specified period of time, we may effectively terminate the plan by suspending it indefinitely. As a result, your ability to have your shares redeemed by us may be limited and at times you may not be able to liquidate your investment. See “Share
Redemptions—Redemption Limitations.”





Economic events that may cause our stockholders to request that we redeem their shares may
materially adversely affect our cash flow and our results of operations and financial condition.




Economic events affecting the
U.S. economy, such as the general negative performance of the real estate sector, could cause our stockholders to seek to sell their shares to us pursuant to our share redemption program at a time when such events are adversely affecting the
performance of our assets. Even if we decide to satisfy all resulting redemption requests, our cash flow could be materially adversely affected. In addition, if we determine to sell assets to satisfy redemption requests, we may not be able to
realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including, without limitation, breadth of our portfolio by property type and
location, could be materially adversely affected.





The amount and source of distributions we may make to our stockholders is uncertain, and we may
be unable to generate sufficient cash flows from our operations to make distributions to our stockholders at any time in the future.




We have not established a minimum distribution payment level, and our ability to make distributions to our stockholders may be adversely
affected by a number of factors, including the risk factors described in this prospectus. Our board of directors will make determinations regarding distributions based upon, among other factors, our financial performance, debt service obligations,
debt covenants (if applicable), REIT qualification and tax requirements and capital expenditure requirements. Among the factors that could impair our ability to make distributions to our stockholders are:













•



our inability to invest the proceeds from sales of our shares on a timely basis in income-producing properties;














•



our inability to realize attractive risk-adjusted returns on our investments;














•



high levels of expenses or reduced revenues that reduce our cash flow or

non-cash

earnings; and














•



decreases in the value of our investments.




As a result, we may not be able to make distributions to our stockholders at any time in the future, and the level of any distributions we do
make to our stockholders may not increase or even be maintained over time, any of which could materially and adversely affect the value of your investment.





We have paid distributions in part from debt financings and in the future we may not pay distributions solely from our cash flow from operating
activities. To the extent that we pay distributions from sources other than our cash flow from operating activities, the overall return to our stockholders may be reduced.




Our distribution policy is not to use the proceeds of our offerings to make distributions. However, our organizational documents permit us to
pay distributions from any source, including offering proceeds or borrowings (which may constitute a return of capital), and our charter does not limit the amount of funds we may use from any source to pay such distributions. We have paid
distributions in part from debt financings, and in the future we may not pay distributions solely from our cash flow from operating activities, in which case distributions may be paid in whole or in part from debt financing. We have and in the
future we may fund such distributions with proceeds from the sale of assets. If we fund distributions from borrowings, our interest expense and other financing costs, as well as the repayment of such borrowings, will reduce our earnings and cash
flow from operating activities available for distribution in future periods. If we fund distributions from the sale of assets, this will affect our ability to generate cash





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flow from operating activities in future periods. To the extent that we pay distributions from sources other than our cash flow from operating activities, the overall return to our stockholders
may be reduced. In addition, to the extent distributions exceed cash flow from operating activities, a stockholder’s basis in our stock will be reduced and, to the extent distributions exceed a stockholder’s basis, the stockholder may
recognize capital gain. There is no limit on the amount of distributions we may fund from sources other than from cash flow from operating activities.



For the year ended December 31, 2019, we paid aggregate distributions of $162.3 million (excluding stock distributions issued in the
Special Dividend (defined herein)), including $110.6 million of distributions paid in cash and $51.7 million of distributions reinvested through our dividend reinvestment plan. We funded our total distributions paid, which includes net cash
distributions and dividends reinvested by stockholders, but excludes stock distributions issued in the Special Dividend, with $70.6 million (43%) of cash flow from current operating activities, $11.1 million (7%) of cash flow from operating
activities in excess of distributions paid during prior periods, $8.6 million (6%) from debt financing and $72.0 million (44%) with proceeds from asset sales. For the year ended December 31, 2019, our cash flow from operating activities to
distributions paid coverage ratio (excluding stock distributions issued in the Special Dividend) was 43% and our funds from operations to distributions paid coverage ratio was 57%. In addition, in connection with the December 12, 2019 Special
Dividend payment, which was paid 35% in cash and 65% in stock, we issued $90.0 million in shares of our common stock. For the nine months ended September 30, 2020, we paid aggregate distributions of $82.1 million, including $46.8 million of
distributions paid in cash and $35.3 million of distributions reinvested through our dividend reinvestment plan. We funded our total distributions paid, which includes net cash distributions and dividends reinvested by stockholders, with
$70.1 million (85%) of cash flow from current operating activities and $12.0 million (15%) from debt financing. For the nine months ended September 30, 2020, our cash flow from operating activities to distributions paid coverage ratio was 89.4%
and our funds from operations to distributions paid coverage ratio was 62.0%.





Repurchases of common stock or Operating Partnership units our
advisor or the Special Limited Partner elects to receive in lieu of fees or distributions will reduce cash available for distribution to our stockholders.




Our advisor or the Special Limited Partner may choose to receive our common stock or Operating Partnership units in lieu of certain fees or
distributions. Under certain circumstances Operating Partnership units held by our advisor or the Special Limited Partner are required to be repurchased, in cash at the holder’s election, and there may not be sufficient cash to make such a
repurchase payment; therefore, we may need to use cash from operations, borrowings, offering proceeds or other sources to make the payment, which will reduce cash available for distribution to you or for investment in our operations. Repurchases of
our shares or Operating Partnership units from our advisor paid to our advisor as a management fee are not subject to the monthly and quarterly volume limitations or the Early Redemption Deduction or Transition Deduction, and such sales receive
priority over other shares submitted for redemption during such period. Repurchases of our shares or Operating Partnership units from the Special Limited Partner distributed to the Special Limited Partner with respect to its performance
participation interest are not subject to the Early Redemption Deduction or Transition Deduction, but, in the case of shares, such repurchases are subject to the monthly and quarterly volume limitations and do not receive priority over other shares
being put for repurchase during such period.





We are required to pay substantial compensation to the advisor and its affiliates, which may be
increased or decreased during this offering or future offerings by a majority of our board of directors, including a majority of the independent directors. Payment of fees and expenses to our advisor and its affiliates reduces the cash available for
distribution and increases the risk that you will not be able to recover the amount of your investment in our shares.




Pursuant to
our agreements with the advisor and its affiliates, we are obligated to pay substantial compensation to the advisor and its affiliates. Subject to limitations in our charter, the fees, compensation, income, expense reimbursements, interests and
other payments that we are required to pay to the advisor and its affiliates may increase or decrease during this offering or future offerings if such change is approved by a majority of our board of directors, including a majority of the
independent directors. The compensation payable by us to our advisor and its affiliates may not be on terms that would result from

arm’s-length

negotiations, is payable whether or not our stockholders
receive distributions, and is based on our NAV, which our advisor is responsible for determining. These payments to the advisor and its affiliates will decrease the amount of cash we have available for operations and new investments and could
negatively impact our NAV, our ability to pay distributions and your overall return.





Purchases and redemptions or repurchases of shares of our
common stock are made based on the most recently disclosed NAV per share at such time, which is generally the prior month’s NAV per share of our common stock.




Generally, our offering price per share and the price at which we make redemptions or repurchases of our shares will equal the NAV per share
of the applicable class as of the last calendar day of the prior month, plus, in the case of our offering price, applicable upfront selling commissions and dealer manager fees. The NAV per share as of the date on which you make your subscription
request or redemption request may be significantly different than the offering price you pay or the redemption price you receive. In addition, we may offer and redeem or repurchase shares at a price that we believe reflects the NAV per share of such
stock more appropriately than the prior month’s NAV per share, including by updating a previously disclosed offering price, in cases where





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we believe there has been a material change (positive or negative) to our NAV per share since the end of the prior month. In such cases, the offering price and redemption or repurchase price will
be our most recently disclosed NAV per share at such time.





Valuations and appraisals of our properties, investments, other assets and liabilities
are estimates of value and may not necessarily correspond to realizable value.




For the purposes of calculating our monthly
NAV, our newly acquired properties will initially be valued at cost, which we expect to represent fair value at that time, subject to any variation pursuant to our valuation guidelines. Each newly acquired property will then be valued by an
independent third-party appraisal firm within the first full quarter after acquisition. Existing properties in our portfolio will be valued by an independent third-party appraisal firm at least once per calendar year. In order to provide a smooth
and orderly appraisal process, we will seek to have approximately 1/4th of the portfolio appraised each quarter, although we may have more or less appraised in a quarter. With respect to each property, the then most recent appraised value will be
used by our advisor in the first monthly NAV determination made after the appraisal is given, but thereafter our advisor will update the valuations of our properties monthly, based on current material market data and other information deemed
relevant, with review and confirmation for reasonableness by the Independent Valuation Firm. Although monthly reviews of each of our real property valuations will be performed by the Independent Valuation Firm, such reviews are based on asset and
portfolio level information provided by our advisor, including historical operating revenues and expenses of the properties, lease agreements on the properties, revenues and expenses of the properties, information regarding recent or planned
estimated capital expenditures and any other information relevant to valuing the real estate property, which information will not be independently verified by the Independent Valuation Firm. In addition, our investments in real estate-related
securities, while a component of NAV, will be valued by our advisor, based on market quotations or at fair value. We expect to value our investment in the units of Prime US REIT based on the SGX-ST trading price of the units as of the closing on the
valuation date less a discount for blockage due to the quantity of units held by us relative to the normal level of trading volume in Prime US REIT units. We will continue to evaluate whether a blockage discount is appropriate.



Within the parameters of our valuation guidelines, the valuation methodologies used to value our properties will involve subjective judgments
and projections and may not be accurate. Valuation methodologies will also involve assumptions and opinions about future events, which may or may not turn out to be correct. Valuations and appraisals of our properties and real estate-related
securities will be only estimates of fair value. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond our control and the control of our advisor and the Independent Valuation Firm.
Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. As such, the carrying value of an asset may not reflect
the price at which the asset could be sold in the market, and the difference between carrying value and the ultimate sales price could be material. In addition, accurate valuations are more difficult to obtain in times of low transaction volume
because there are fewer market transactions that can be considered in the context of the appraisal. There will be no retroactive adjustment in the valuation of such assets, the offering price of our shares of common stock, the price we paid to
redeem shares of our common stock or

NAV-based

fees we paid to our advisor, the Special Limited Partner and the dealer manager to the extent such valuations prove to not accurately reflect the realizable value
of our assets. Because the price you will pay for shares of our common stock in this offering, and the price at which your shares may be redeemed by us pursuant to our share redemption program are generally based on our prior month’s NAV per
share (which will be our most recently disclosed NAV per share at such time) plus, in the case of our offering price, applicable upfront selling commissions and dealer manager fees, you may pay more than realizable value or receive less than
realizable value for your investment.





Our NAV per share amounts may change materially if the appraised values of our properties materially
change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.




In order to provide a smooth and orderly appraisal process, we will seek to have approximately 1/4th of the portfolio appraised each quarter,
although we may have more or less appraised in a quarter. When these appraisals are reflected in our NAV calculations, there may be a material change in our NAV per share amounts for each class of our common stock from those previously reported. In
addition, actual operating results for a given month may differ from what we originally budgeted for that month, which may cause a material increase or decrease in the NAV per share amounts. We will not retroactively adjust the NAV per share of each
class reported for the previous month. Therefore, because a new annual appraisal may differ materially from the prior appraisal or the actual results from operations may be better or worse than what we previously budgeted for a particular month, the
adjustment to reflect the new appraisal or actual operating results may cause the NAV per share for each class of our common stock to increase or decrease, and such increase or decrease will occur on the day the adjustment is made.





It may be difficult to reflect, fully and accurately, material events that may impact our monthly NAV.




Our advisor’s determination of our monthly NAV per share will be based in part on appraisals of each of our properties provided annually
by independent third-party appraisal firms in individual appraisal reports. The Independent Valuation Firm will perform or review the annual independent third-party appraisals of our properties in accordance with valuation guidelines approved by our
board of directors. In order to provide a smooth and orderly appraisal process, we will seek to have approximately 1/4th of the portfolio appraised each quarter, although we may have more or less appraised in a quarter. As a result, our published
NAV per share in any given month may not fully reflect any or all changes in value that may have occurred since the most recent appraisal. Our advisor will review appraisal reports and monitor our properties and real estate-related securities, and
is responsible for notifying the Independent Valuation Firm of the occurrence of any property-specific or market-driven event it believes may cause a material





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valuation change in the real estate valuation, but it may be difficult to reflect fully and accurately rapidly changing market conditions or material events that may impact the value of our
properties and real estate-related securities or liabilities between valuations, or to obtain quickly complete information regarding any such events. For example, an unexpected termination or renewal of a material lease, a material increase or
decrease in vacancies or an unanticipated structural or environmental event at a property may cause the value of a property to change materially, yet obtaining sufficient relevant information after the occurrence has come to light and/or analyzing
fully the financial impact of such an event may be difficult to do and may require some time. As a result, the NAV per share may not reflect a material event until such time as sufficient information is available and analyzed, and the financial
impact is fully evaluated, such that our NAV may be appropriately adjusted in accordance with our valuation guidelines. Depending on the circumstance, the resulting potential disparity in our NAV may be in favor of either stockholders who redeem
their shares, or stockholders who buy new shares, or existing stockholders.





NAV calculations are not governed by governmental or independent
securities, financial or accounting rules or standards. Our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures.




The methods used by our advisor to calculate our NAV, including the components used in calculating our NAV, is not prescribed by rules of the
SEC or any other regulatory agency. Further, there are no accounting rules or standards that prescribe which components should be used in calculating NAV, and our NAV is not audited by our independent registered public accounting firm. We calculate
and publish our NAV solely for purposes of establishing the price at which we sell and redeem shares of our common stock, and you should not view our NAV as a measure of our historical or future financial condition or performance. The components and
methodology used in calculating our NAV may differ from those used by other companies now or in the future.



In addition, calculations of
our NAV, to the extent that they incorporate valuations of our assets and liabilities, are not prepared in accordance with generally accepted accounting principles. These valuations may differ from liquidation values that could be realized in the
event that we were forced to sell assets.



Additionally, errors may occur in calculating our NAV, which could impact the price at
which we sell and redeem shares of our common stock and the amount of the advisor’s management fee and the Special Limited Partner’s performance participation interest. If such errors were to occur, our advisor, depending on the
circumstances surrounding each error and the extent of any impact the error has on the price at which shares of our common stock were sold or repurchased or on the amount of our advisor’s management fee or the Special Limited Partner’s
performance participation interest, may determine in its sole discretion to take certain corrective actions in response to such errors, including, subject to our advisor’s policies and procedures, making adjustments to prior NAV calculations.



Each year our board of directors, including a majority of our independent directors, will review the appropriateness of our
valuation procedures and may, at any time, adopt changes to the valuation procedures.



You should carefully review the disclosure of our
valuation policies and how our NAV will be calculated under “Net Asset Value Calculation and Valuation Guidelines.”





We may raise
significantly less than the maximum offering amount in this public offering.




In this offering, we are offering on a continuous
basis up to $2,000,000,000 of shares of our common stock. However, we may raise significantly less than this amount. The less capital we raise, the less capital we will have available to make investments in accordance with our investment strategy
and policies, to provide liquidity to our stockholders and for general corporate purposes (which may include repayment of our debt or any other corporate purposes we deem appropriate).



Furthermore, the figures presented in the section of this prospectus entitled “Estimated Use of Proceeds” are estimates based on
numerous assumptions. The actual percentage of net proceeds available to use will depend on a number of factors, including the amount of capital we raise and the actual offering costs. For example, if we raise less than the maximum offering amount,
we would expect the percentage of net offering proceeds available to us to be less (and may be substantially less) than that set forth in the section of this prospectus entitled “Estimated Use of Proceeds” because many offering costs are
fixed and do not depend on the amount of capital raised in the offering.



Participating broker-dealers in this offering are required
to comply with Regulation Best Interest, which enhances the broker-dealer standard of conduct beyond the prior suitability obligations and requires participating broker-dealers in this offering to act in the best interest of each investor when
making a recommendation to purchase shares in this offering, without placing their financial or other interest ahead of the investor’s interests. See “Suitability Standards—Regulation Best Interest.” The application of this
enhanced standard of conduct may impact whether a broker-dealer recommends our shares for investment and consequently may adversely affect our ability to raise substantial funds in this offering. In particular, under SEC guidance concerning the
rule, a broker-dealer recommending an investment in our shares should consider a number of factors, including but not limited to cost and complexity of the investment and reasonably available alternatives in determining whether there is a reasonable
basis for the recommendation. Broker-dealers may recommend a more costly or complex product as long as they have a reasonable basis to believe such product is in the best interest of a particular retail customer. However, if broker-dealers instead
choose alternatives to our shares, our ability to raise capital will be adversely affected.





Our ability to implement our investment strategy
is dependent, in part, upon the ability of KBS Capital Markets Group, our dealer manager, to successfully conduct this offering, which makes an investment in us more speculative.




We have retained KBS Capital Markets Group, an affiliate of our advisor, to conduct this offering. The success of this offering, and our
ability to implement our business strategy, is dependent upon the ability of KBS Capital Markets Group to build and





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maintain a network of broker-dealers to sell our shares to their clients. If KBS Capital Markets Group is not successful in establishing, operating and managing this network of broker-dealers,
our ability to raise proceeds through this offering will be limited and we may not have adequate capital to implement our investment strategy. Moreover, this is a “best efforts” offering, which means that KBS Capital Markets Group must
only use its best efforts to sell the shares in this offering and no underwriter, broker-dealer or other person has any firm commitment or obligation to purchase any shares or to obtain any subscriptions on our behalf. We cannot assure you that any
minimum number of shares of common stock will be sold. The past performance of KBS Capital Markets Group cannot be relied upon as predictive of KBS Capital Markets Group’s performance in this offering. If we are unsuccessful in implementing our
investment strategy, you could lose all or a part of your investment.





Even if we are able to raise substantial funds in this offering,
investors in our common stock are subject to the risk that our offering, business and operating plans may change.




Although we
intend to operate as a perpetual-life REIT with an ongoing offering and share redemption program, this is not a requirement of our charter. Even if we are able to raise substantial funds in this offering, if circumstances change such that our board
of directors believes it is in the best interest of our stockholders to terminate this offering or to terminate our share redemption program, we may do so without stockholder approval. Our board of directors may also change our investment
objectives, targeted investments, borrowing policies or other corporate policies without stockholder approval. In addition, we may change the way our fees and expenses are incurred and allocated to different classes of stockholders. Our board of
directors may decide that certain significant transactions that require stockholder approval such as dissolution, merger into another entity, consolidation or the sale or other disposition of all or substantially all of our assets, are in the best
interests of our stockholders. Holders of all classes of our common stock have equal voting rights with respect to such matters and will vote as a single group rather than on a class-by-class basis. Accordingly, investors in our common stock are
subject to the risk that our offering, business and operating plans may change.





We face risks associated with the deployment of our capital.




In light of the nature of our continuous offering and our investment strategy and the need to be able to deploy capital quickly
to capitalize on potential investment opportunities, if we have difficulty identifying and purchasing suitable properties on attractive terms, there could be a delay between the time we receive net proceeds from the sale of shares of our common
stock in this offering and the time we invest the net proceeds. We may also from time to time hold cash pending deployment into investments or have less than our targeted leverage, which cash or shortfall in target leverage may at times be
significant, particularly at times when we are receiving high amounts of offering proceeds and/or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our stockholders that may be
invested in money market accounts or other similar temporary investments.



In the event we are unable to find suitable investments such
cash may be maintained for longer periods which would be dilutive to overall investment returns. This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely affect our
ability to pay regular distributions of cash flow from operations to you. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will
generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of this offering or do not
deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.





Our charter
limits the number of shares a person may own and permits our board of directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a
premium price to our stockholders.




Our charter, with certain exceptions, authorizes our directors to take such actions as are
necessary and desirable to preserve our qualification as a REIT. To help us comply with the REIT ownership requirements of the Internal Revenue Code, our charter prohibits a person from directly or constructively owning more than 9.8% of our
outstanding shares, unless exempted by our board of directors. In addition, our board of directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of any such stock. Thus, our board of directors could authorize the issuance of preferred stock with priority as to distributions
and amounts payable upon liquidation over the rights of the holders of our common stock. These charter provisions may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a
merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock.





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Our bylaws designate the Circuit Court for Baltimore City, Maryland, or, if that court does not
have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our
stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.




Our
bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland,
Baltimore Division, shall be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders with respect to our company, our directors, our officers or our employees (we note we currently have no
employees). This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for disputes with us or our directors, officers or employees, which may discourage
meritorious claims from being asserted against us and our directors, officers and employees. Alternatively, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of
actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. We adopted this provision because we
believe it makes it less likely that we will be forced to incur the expense of defending duplicative actions in multiple forums and less likely that plaintiffs’ attorneys will be able to employ such litigation to coerce us into otherwise
unjustified settlements, and we believe the risk of a court declining to enforce this provision is remote, as the General Assembly of Maryland has specifically amended the Maryland General Corporation Law to authorize the adoption of such
provisions. This provision of our bylaws does not apply to claims brought to enforce a duty or liability created by the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the
federal courts have exclusive jurisdiction.





If funds are not available from our dividend reinvestment plan offering for general corporate
purposes, then we may have to use a greater proportion of our cash flow from operations to meet our general cash requirements, which would reduce cash available for distributions and could limit our ability to redeem shares under our share
redemption program.




We depend on the proceeds from our dividend reinvestment plan offering for general corporate purposes
including, but not limited to: the redemption of shares under our share redemption program; capital expenditures, tenant improvement costs and leasing costs related to our real estate properties; reserves required by any financings of our real
estate investments; the acquisition or origination of real estate investments; and the repayment of debt. We cannot predict with any certainty how much, if any, dividend reinvestment plan proceeds will be available for general corporate purposes. If
such funds are not available from our dividend reinvestment plan offering, then we may have to use a greater proportion of our cash flow from operations to meet our general cash requirements, which would reduce cash available for distributions and
could limit our ability to redeem shares under our share redemption program.





If we are unable to obtain funding for future capital needs, cash
distributions to our stockholders and the value of an investment in us could decline.




When tenants do not renew their leases or
otherwise vacate their space, we will often need to expend substantial funds for improvements to the vacated space in order to attract replacement tenants. Even when tenants do renew their leases, we may agree to make improvements to their space as
part of our negotiations. If we need additional capital in the future to improve or maintain our properties or for any other reason, we may have to obtain funding from sources other than our cash flow from operations, such as borrowings or future
equity offerings. These sources of funding may not be available on attractive terms or at all. If we cannot procure additional funding for capital improvements, our investments may generate lower cash flows or decline in value, or both, which would
limit our ability to pay distributions to our stockholders and could reduce the value of our stockholders’ investment.





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Although we are not currently afforded the protection of the Maryland General Corporation Law relating
to deterring or defending hostile takeovers, our board of directors could opt into these provisions of Maryland law in the future, which may discourage others from trying to acquire control of us and may prevent our stockholders from receiving a
premium price for their stock in connection with a business combination.




Under Maryland law, “business combinations”
between a Maryland corporation and certain interested stockholders or affiliates of interested stockholders are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These
business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. Also under Maryland law, control shares of a Maryland
corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of

two-thirds

of the votes entitled to be cast on the matter. Shares owned by the acquirer, an
officer of the corporation or an employee of the corporation who is also a director of the corporation are excluded from the vote on whether to accord voting rights to the control shares. Should our board of directors opt into these provisions of
Maryland law, it may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. Similarly, provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law could provide similar
anti-takeover protection.





Our charter includes an anti-takeover provision that may discourage a stockholder from launching a tender offer for our
shares.




Our charter provides that any tender offer made by a stockholder, including any “mini-tender” offer, must
comply with most provisions of Regulation 14D of the Exchange Act. The offering stockholder must provide our company notice of such tender offer at least 10 business days before initiating the tender offer. If the offering stockholder does not
comply with these requirements, our company will have the right to redeem that stockholder’s shares and any shares acquired in such tender offer. In addition, the noncomplying stockholder shall be responsible for all of our company’s
expenses in connection with that stockholder’s noncompliance. This provision of our charter may discourage a stockholder from initiating a tender offer for our shares and prevent our stockholders from receiving a premium price for their shares
in such a transaction.





Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which
could reduce our stockholders’ and our recovery against our independent directors if they negligently cause us to incur losses.




Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he
or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter provides that none of our independent directors shall be liable to us or
our stockholders for monetary damages and that we will generally indemnify them for losses unless they are grossly negligent or engage in willful misconduct. As a result, our stockholders and we may have more limited rights against our independent
directors than might otherwise exist under common law, which could reduce our stockholders’ and our recovery from these persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our
independent directors (as well as by our other directors, officers, employees (if we ever have employees) and agents) in some cases, which would decrease the cash otherwise available for distribution to our stockholders.





Your interest in us will be diluted if we issue additional shares. Your interest in our assets will also be diluted if the Operating Partnership issues
additional units.




Holders of our common stock will not have preemptive rights to any shares we issue in the future. Our charter
authorizes us to issue 2,010,000,000 shares of capital stock, of which 2,000,000,000 shares are classified as common stock, of which 500,000,000 shares are classified as Class T shares, 500,000,000 shares are classified as Class S shares,
500,000,000 shares are classified as Class D shares and 500,000,000 are classified as Class I shares, and 10,000,000 shares are classified as preferred stock. Our board of directors may amend our charter from time to time to increase or
decrease the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series without stockholder approval. After you purchase shares of our common stock in this offering, our board of
directors may elect, without stockholder approval, to: (1) sell additional shares in this or future public offerings; (2) issue shares of our common stock or units in our Operating Partnership in private offerings; (3) issue shares of
our common stock or units in our Operating Partnership to the advisor or the Special Limited Partner, or their successors or assigns, in payment of an outstanding obligation to pay fees for services rendered to us or the performance participation
allocation; or (4) issue shares of our common stock or units in our Operating Partnership to sellers of properties we acquire. To the extent we issue additional shares of common stock after your purchase in this offering, your percentage
ownership interest in us will be diluted. Because we hold all of our assets through the Operating Partnership, to the extent we issue additional units of our Operating Partnership after you purchase in this offering, your percentage ownership
interest in our assets will be diluted. Because certain classes





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of the units of our Operating Partnership may, in the discretion of our board of directors, be exchanged for shares of our common stock, any merger, exchange or conversion between our Operating
Partnership and another entity ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders. Because of these and other reasons, our
stockholders may experience substantial dilution in their percentage ownership of our shares or their interests in the underlying assets held by our Operating Partnership. Operating Partnership units may have different and preferential rights to the
claims of common units of our Operating Partnership which correspond to the common stock held by our stockholders.





Your investment return may be
reduced if we are required to register as an investment company under the Investment Company Act.




We intend to continue to
conduct our operations so that neither we, nor our Operating Partnership nor the subsidiaries of our Operating Partnership are investment companies under the Investment Company Act. However, there can be no assurance that we and our subsidiaries
will be able to successfully avoid operating as an investment company.



A change in the value of any of our assets could negatively affect
our ability to maintain our exemption from regulation under the Investment Company Act. To maintain compliance with the applicable exemption under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may
need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and
would be important to our investment strategy.



If we were required to register as an investment company but failed to do so, we would
become subject to substantial regulation with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio
composition, including disclosure requirements and restrictions with respect to diversification and industry concentration, and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to make certain
investments and require us to significantly restructure our business plan, which could materially adversely affect our NAV and our ability to pay distributions to our stockholders.





We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our
information technology (IT) networks and related systems.




We face risks associated with security breaches, whether through
cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to

e-mails,

persons inside our organization or persons with access to systems inside our organization, and other
significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally
increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our IT networks and related systems are essential to the operation of our business and our ability to perform


day-to-day


operations. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various
measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most
well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are
designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely
mitigate this risk.



A security breach or other significant disruption involving our IT networks and related systems could:













•



disrupt the proper functioning of our networks and systems and therefore our operations;














•



result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;














•



result in our inability to properly monitor our compliance with the rules and regulations regarding our
qualification as a REIT;














•



result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary,
confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or which could expose us to damage claims by third-parties for disruptive, destructive or otherwise harmful purposes and
outcomes;














•



require significant management attention and resources to remedy any damages that result;






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•



subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other
agreements; or














•



damage our reputation among our stockholders.




Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition and cash flows.





We face significant competition for tenants and in the acquisition and disposition of real estate investments, which may limit our ability to achieve
our investment objectives or pay distributions.




The U.S. commercial real estate investment and leasing markets remain
competitive. We face competition from various entities for investment and disposition opportunities, for prospective tenants and to retain our current tenants, including other REITs, pension funds, banks and insurance companies, investment funds and
companies, partnerships and developers. Many of these entities have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of a
tenant or the geographic location of their investments.



We depend upon the performance of our property managers in the selection of
tenants and negotiation of leasing arrangements. The U.S. commercial real estate industry has created increased pressure on real estate investors and their property managers to find new tenants and keep existing tenants. In order to do so, we have
offered and may have to offer inducements, such as free rent and tenant improvements, to compete for attractive tenants. Further, as a result of their greater resources, the entities referenced above may have more flexibility than we do in their
ability to offer rental concessions to attract and retain tenants, which could put additional pressure on our ability to maintain or raise rents and could adversely affect our ability to attract or retain tenants. Our investors must rely entirely on
the management abilities of our advisor, the property managers our advisor selects and the oversight of our board of directors. In the event we are unable to find new tenants and keep existing tenants, or if we are forced to offer significant
inducements to such tenants, we may not be able to meet our investment objectives and our financial condition, results of operations, cash flow, ability to satisfy our debt service obligations and ability to pay distributions to our stockholders may
be adversely affected.



We face competition from these same entities for real estate investment opportunities. Competition from these
entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Disruptions and dislocations in the credit markets could impact the cost and availability of debt
to finance real estate investments, which is a key component of our acquisition strategy. A downturn in the credit market and a potential lack of available debt could result in a further reduction of suitable investment opportunities and create a
competitive advantage for other entities that have greater financial resources than we do. In addition, the number of entities and the amount of funds competing for suitable investments may increase. We can give no assurance that our advisor will be
successful in obtaining additional suitable investments on financially attractive terms or that, if our advisor makes investments on our behalf, our objectives will be achieved. If we acquire investments at higher prices and/or by using
less-than-ideal capital structures, our returns may be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets. If such events occur, our stockholders may experience a lower return
on their investment.



We also face competition from many of the types of entities referenced above regarding the disposition of
properties. These entities may possess properties in similar locations and/or of the same property types as ours and may be attempting to dispose of these properties at the same time we are attempting to dispose of some of our properties, providing
potential purchasers with a larger number of properties from which to choose and potentially decreasing the sales price for such properties. Additionally, these entities may be willing to accept a lower return on their individual investments, which
could further reduce the sales price of such properties. This competition could decrease the sales proceeds we receive for properties that we sell, assuming we are able to sell such properties, which could adversely affect our cash flows and the
overall return for our stockholders.



Although we believe that we are well-positioned to compete effectively in each facet of our
business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business
effectively.





Disruptions in the financial markets and uncertain economic conditions could adversely affect market rental rates and commercial real
estate values and our ability to refinance or secure debt financing, service future debt obligations, or pay distributions to our stockholders.






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Disruptions in the financial markets and uncertain economic conditions (including
financial market disruptions related to COVID-19) could adversely affect the values of our investments. Any disruption to the debt and capital markets could result in fewer buyers seeking to acquire commercial properties and possible increases in
capitalization rates and lower property values. Furthermore, any decline in economic conditions could negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in our real estate
portfolio, which could have the following negative effects on us:













•



the values of our real estate properties could decrease below the amounts paid for such properties; and/or














•



revenues from our properties could decrease due to fewer tenants and/or lower rental rates, making it more
difficult for us to pay distributions or meet our debt service obligations on debt financing.




All of these factors
could reduce our stockholders’ return and decrease the value of an investment in us.



We have relied on debt financing to finance
our real estate properties and we may have difficulty refinancing some of our debt obligations prior to or at maturity or we may not be able to refinance these obligations at terms as favorable as the terms of our existing indebtedness. We also may
be unable to obtain additional debt financing on attractive terms or at all. If we are not able to refinance our existing indebtedness on attractive terms at the various maturity dates, we may be forced to dispose of some of our assets. Market
conditions can change quickly, which could negatively impact the value of our assets and may interfere with the implementation of our business strategy and/or force us to modify it.





The COVID-19 pandemic or any future pandemic, epidemic or outbreak of infectious disease could have material and adverse effects on our or our
tenants’ business, financial condition, results of operations and cash flows, the markets and communities in which we and our tenants operate and our investment in Prime US REIT.




Since initially being reported in December 2019, COVID-19 has spread around the world, including to every state in the United States. On March
11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The COVID-19 pandemic has severely impacted global economic activity and caused
significant volatility and negative pressure in financial markets. The global impact of the pandemic continues to evolve and many countries, states and localities, including states and localities in the United States, have reacted by imposing
measures to help control the spread of the virus, including instituting quarantines, “shelter-in-place” and “stay-at-home” orders, travel restrictions, restrictions on businesses and school closures. As a result, the COVID-19
pandemic is negatively impacting almost every industry, including the U.S. office real estate industry and the industries of our tenants, directly or indirectly. The COVID-19 pandemic has triggered a period of global economic slowdown. The fluidity
of the COVID-19 pandemic continues to preclude any prediction as to the ultimate adverse impact of the pandemic on our business, financial condition, results of operations or cash flows.



The COVID-19 pandemic or any future pandemic, epidemic or outbreak of infectious disease affecting states or regions in which we or our
tenants operate could have material and adverse effects on our business, financial condition, results of operations and cash flows due to, among other factors:













•



health or other government authorities requiring the closure of offices or other businesses or instituting
quarantines of personnel as the result of, or in order to avoid, exposure to a contagious disease;














•



businesses evolving to make work-from-home environments, such as employee telecommuting, flexible work schedules,
open workplaces or teleconferencing, increasingly common, which could over time erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations;














•



disruption in supply and delivery chains;














•



a general decline in business activity and demand for real estate, especially office properties;














•



reduced economic activity, general economic decline or recession, which may impact our tenants’ businesses,
financial condition and liquidity and may cause tenants to be unable to make rent payments to us timely, or at all, or to otherwise seek modifications of lease obligations;














•



difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and
instability in the global financial markets or deteriorations in credit and financing conditions, which may affect our access to capital necessary to fund business operations or replace or renew maturing liabilities on a timely basis, and may
negatively affect the valuation of financial assets and liabilities, any of which could affect our ability to meet liquidity and capital expenditure requirements or have a negative effect on our business, financial condition, results of operations
and cash flows;














•



our inability to deploy capital due to slower transaction volume, which may be dilutive to stockholders; and














•



the potential negative impact on the health of our advisor’s personnel, particularly if a significant number
of our advisor’s employees are impacted, and the difficulty in recruiting, attracting and retaining skilled personnel to the extent our advisor’s personnel are impacted, which would result in a deterioration in our ability to ensure
business continuity during a disruption.




We have also made a significant investment in the common units of Prime US
REIT. In addition to the risks similar to above with respect to Prime US REIT’s investments in US office properties, our investment in the units of Prime US REIT is subject to the risks inherent in investing in traded securities. Since early
March 2020, the trading price of the common units of Prime US REIT has declined substantially and experienced substantial volatility. For purposes of the December 7, 2020 estimated value per share, we valued our investment in units of Prime US REIT
at $203.5 million, based on the closing trading price of the units of Prime US REIT on the SGX-ST as of December 1, 2020 less a discount for blockage due to the quantity of units held by us relative to the normal level of trading volume in Prime US
REIT units. As of December 7, 2020, we owned 289,561,899 units of Prime US REIT, which represented 27.4% of the outstanding units of Prime US REIT.



The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. We do not yet know the
full extent of potential impacts on our business and operations, our tenants’ businesses and operations, our investment in Prime US REIT or the global economy as a whole. The impact will depend on future developments, including, among other
factors, the duration and spread of the outbreak, along with related travel and business advisories and restrictions, the recovery time of the disrupted supply chains, the consequential staff shortages, and production delays, and the uncertainty
with respect to the duration of the global economic slowdown. In the near term many of our tenants have suffered reductions in revenue, and since April 1, 2020, several tenants have requested rent relief, most in the form of rent deferrals or
abatements. Depending upon the duration of the pandemic, the various measures imposed to help control the spread of the virus and the corresponding economic slowdown, these tenants or additional tenants may seek rent deferrals or abatements in
future periods or may become unable to pay their rent. If tenants default on their rent and vacate, the ability to re-lease this space is likely to be more difficult if the economic slowdown continues and any long term impact of this situation, even
after an economic rebound, remains unclear. Further, significant reductions in rental revenue in the future related to the impact of the COVID-19 pandemic may limit our ability to draw on our revolving credit facilities or exercise our extension
options due to covenants described in our loan agreements. While the spread of COVID-19 may eventually be contained or mitigated, there is no guarantee that a future outbreak or any other widespread epidemics will not occur, or that the global
economy will recover, either of which could materially harm our business.





Because of the concentration of a significant portion of our assets
in three geographic areas and in core office properties, any adverse economic, real estate or business conditions in these geographic areas or in the office market could affect our operating results and our ability to pay distributions to our
stockholders.




As of September 30, 2020, a significant portion of our real estate properties was located in California,
Texas and Illinois. As such, the geographic concentration of our portfolio makes us particularly susceptible to adverse economic developments in the California, Texas and Illinois real estate markets. In addition, the majority of our real estate
properties consists of core office properties. Any adverse economic or real estate developments in these geographic markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other
factors, or any decrease in demand for office space could adversely affect our operating results and our ability to pay distributions to our stockholders.





A significant percentage of our assets is invested in Accenture Tower (formerly known as 500 West Madison) and the value of our stockholders’
investment in us will fluctuate with the performance of this investment.




As of September 30, 2020, Accenture Tower
represented approximately 13.6% of our total assets and represented approximately 13.9% of our total annualized base rent. Further, as a result of this investment, the geographic concentration of our portfolio makes us particularly susceptible to
adverse economic developments in the Chicago real estate market. Any adverse economic or real estate developments in this market, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other
factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect our operating results and our ability to pay distributions to our stockholders.





We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and could decrease the value of your
investment in shares of our common stock.




Our policies do not limit us from incurring debt until our aggregate borrowings would
exceed 300% of our net assets, which approximates aggregate liabilities of 75% of the cost of our tangible assets (before deducting depreciation or other

non-cash

reserves), and we may exceed this limit with
the approval of the conflicts committee of our board of directors. To the extent financing in excess of this limit is available on attractive terms, our conflicts committee may approve debt such that our total liabilities would exceed this limit.
High debt levels would cause us to incur higher interest charges, would result in higher debt service payments, could be accompanied by restrictive covenants and would generally make us subject to the risks associated with leverage. These factors
could limit the amount of cash we have available to distribute and could result in a decline in our NAV and in the value of your investment in shares of our common stock.





In order to maintain what we deem to be sufficient liquidity for our redemption program, we may keep more of our assets in securities, cash, cash
equivalents and other short-term investments than we would otherwise like, which would affect returns.




In order to provide
liquidity for share redemptions, we intend to, subject to any limitations and requirements relating to our intention to qualify as a REIT, maintain a number of sources of liquidity including cash equivalents (e.g. money market funds), other
short-term investments, U.S. government securities, agency securities and liquid real estate-related securities and availability under one or more loan facilities. We may fund redemptions from any available source of funds, including operating cash
flows, the sale of assets, borrowings,





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return of capital or offering proceeds (including from sales of our common stock or Operating Partnership units to the Special Limited Partner, an affiliate of KBS Capital Advisors), and we have
no limits on the amounts we may use to fund redemptions from such sources. This could adversely affect our results of operations, financial condition, NAV and ability to pay distributions to our stockholders.





Because we depend upon our advisor and its affiliates to select, acquire, manage and dispose of our real estate investments and to conduct our
operations, any adverse changes in the financial health of our advisor or its affiliates or our relationship with them could cause our operations to suffer.




We depend on our advisor to select, acquire, manage and dispose of our real estate investments and to conduct our operations. Our advisor
depends upon the fees and other compensation that it receives from us, KBS REIT II and KBS Growth & Income REIT, and any future

KBS-sponsored

programs that it advises in connection with the purchase,
management and sale of assets to conduct its operations. Any adverse changes to our relationship with, or the financial condition of, our advisor and its affiliates could hinder their ability to successfully manage our operations and our portfolio
of investments.





The loss of or the inability to retain or obtain key real estate and debt finance professionals at our advisor could delay or
hinder implementation of our investment, management and disposition strategies, which could limit our ability to pay distributions and decrease the value of an investment in our shares.




Our success depends to a significant degree upon the contributions of Charles J. Schreiber, Jr. and the team of real estate and debt finance
professions at our advisor. Neither we nor our advisor or its affiliates have employment agreements with these individuals and they may not remain associated with us, our advisor or its affiliates. If any of these persons were to cease their
association with us, our advisor or its affiliates, we may be unable to find suitable replacements and our operating results could suffer as a result. We do not maintain key person life insurance on any person. We believe that our future success
depends, in large part, upon our advisor’s and its affiliates’ ability to attract and retain highly skilled managerial, operational and marketing professionals. Competition for such professionals is intense, and our advisor and its
affiliates may be unsuccessful in attracting and retaining such skilled professionals. Further, we have established strategic relationships with firms that have special expertise in certain services or detailed knowledge regarding real properties in
certain geographic regions. Maintaining such relationships will be important for us to effectively compete in such regions. We may be unsuccessful in maintaining such relationships. If we lose or are unable to obtain the services of highly skilled
professionals or do not establish or maintain appropriate strategic relationships, our ability to implement our investment, management and disposition strategies could be delayed or hindered and the value of our stockholders’ investment in us
could decline.





The termination or replacement of our advisor could trigger a repayment event under our mortgage loans for some of our properties
and the credit agreement governing any line of credit we obtain.




Lenders for certain of our properties may request provisions in
the mortgage loan documentation that would make the termination or replacement of the advisor an event requiring the immediate repayment of the full outstanding balance of the loan. Similarly, under any line of credit we obtain, the termination or
replacement of the advisor could trigger repayment of outstanding amounts under the credit agreement governing our line of credit. If a repayment event occurs with respect to any of our properties, our results of operations and financial condition
may be adversely affected.




General Risks Related to Investments in Real Estate and Real Estate-Related Investments





Economic, market and regulatory changes that impact the real estate market generally may decrease the value of our investments and weaken our operating
results.




Our operating results and the performance of our real estate properties are subject to the risks typically associated
with real estate, any of which could decrease the value of our investments and could weaken our operating results, including:













•



downturns in national, regional and local economic conditions;














•



competition from other office and industrial buildings;














•



adverse local conditions, such as oversupply or reduction in demand for office and industrial buildings and
changes in real estate zoning laws that may reduce the desirability of real estate in an area;














•



vacancies, changes in market rental rates and the need to periodically repair, renovate and

re-let

space;














•



changes in interest rates and the availability of permanent mortgage financing, which may render the sale of a
property or loan difficult or unattractive;














•



changes in tax (including real and personal property tax), real estate, environmental and zoning laws;






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•



natural disasters such as hurricanes, earthquakes and floods;














•



acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on
September 11, 2001;














•



the potential for uninsured or underinsured property losses; and














•



periods of high interest rates and tight money supply.




Any of the above factors, or a combination thereof, could result in a decrease in our cash flow from operations and a decrease in the value of
our investments, which would have an adverse effect on our operations, on our ability to pay distributions to our stockholders and on the value of our stockholders’ investment.





If our acquisitions do not perform as expected, cash distributions to our stockholders may decline.




As of September 30, 2020, our real estate portfolio was composed of 18 office properties and one

mixed-use

office/retail property encompassing in the aggregate approximately 7.8 million rentable square feet and was collectively 88% occupied. In addition, we had originated one real estate loan
receivable secured by a deed of trust in May 2020, which was paid off in full on December 11, 2020. We also own an investment in the equity securities of Prime US REIT, a Singapore real estate investment trust listed on the SGX-ST. We made these
investments based on an underwriting analysis with respect to each asset and how the asset fits into our portfolio. If these assets do not perform as expected, we may have less cash flow from operating activities available to fund distributions and
stockholder returns may be reduced.





Properties that have significant vacancies could be difficult to sell, which could diminish the return on
these properties and adversely affect our cash flow and ability to pay distributions to our stockholders.




A property may incur
vacancies either by the expiration and

non-renewal

of tenant leases or the continued default of tenants under their leases. If vacancies continue for a long period of time, we may suffer reduced revenues
resulting in less cash available for distribution to our stockholders. In addition, the resale value of the property could be diminished because the market value of a particular property depends principally upon the value of the cash flow generated
by the leases associated with that property. Such a reduction in the resale value of a property could also reduce the value of our stockholders’ investment.



Further, some of our assets may be outfitted to suit the particular needs of the tenants. We may have difficulty replacing the tenants of
these properties if the outfitted space limits the types of businesses that could lease that space without major renovation. If a tenant does not renew a lease or, terminates or defaults on a lease, we may be unable to lease the property for the
rent previously received or sell the property without incurring a loss. Because the market value of a particular property depends principally upon the value of the cash flow generated by the leases associated with such property, we may incur a loss
upon the sale of a property with significant vacant space. These events could cause us to reduce distributions to stockholders.





Based on the
current market outlook, we expect our core focus in the U.S. office sector to reflect a value-creating core strategy, which is also known as a core-plus strategy. In many cases, these core properties will have slightly higher (10% to 20%) vacancy
rates and/or higher near-term lease rollover at acquisition than more conservative value maintaining core properties. To the extent that we buy such properties, we may incur significant costs for capital expenditures and tenant improvement costs to
lease up the properties, which increases the risk of loss associated with these properties compared to other properties.




We
have invested in, and expect our core focus in the U.S. office sector to reflect a value-creating core strategy or core-plus strategy. In many cases, these core properties will have slightly higher (10% to 20%) vacancy rates, higher near-term lease
rollover at acquisition than more conservative value maintaining core properties, and/or other characteristics that could provide an opportunity for us to achieve appreciation by increasing occupancy, negotiating new leases with higher rental rates
and/or executing enhancement projects. We likely will need to fund reserves, maintain capacity under our credit facilities and/or use proceeds from offerings, including our dividend reinvestment plan, to fund capital expenditures, tenant
improvements and other improvements in order to attract new tenants to these properties. To the extent we do not maintain adequate reserves to fund these costs, we may use our cash flow from operating activities, proceeds from offerings or
borrowings to fund such costs. If we are unable to execute our business plan for these investments, the overall return on these investments will decrease.





We may enter into long-term leases with tenants in certain properties, which may not result in fair market rental rates over time.




We may enter into long-term leases with tenants of certain of our properties, or include renewal options that specify a maximum rate increase.
These leases would provide for rent to increase over time; however, if we do not accurately judge the potential for increases in market rental rates, we may set the terms of these long-term leases at levels such that, even after contractual rent
increases, the rent under our long-term leases is less than then-current market rates. Further, we may have no ability to terminate





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those leases or to adjust the rent to then-prevailing market rates. As a result, our cash available for distribution could be lower than if we did not enter into long-term leases.





We may be adversely affected by trends in the office real estate industry.




Some businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing
increasingly common. These practices enable businesses to reduce their space requirements. A continuation of the movement towards these practices could over time erode the overall demand for office space and, in turn, place downward pressure on
occupancy, rental rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders.





Certain property types, such as industrial properties, that we may acquire may not have efficient alternative uses and, if we acquire such properties,
we may have difficulty leasing them to new tenants and/or have to make significant capital expenditures to them to do so.




Certain
property types, particularly industrial properties, can be difficult to lease to new tenants, should the current tenant terminate or choose not to renew its lease. These properties generally will have received significant tenant-specific
improvements and only very specific tenants may be able to use such improvements, making the properties very difficult to

re-lease

in their current condition. Additionally, an interested tenant may demand
that, as a condition of executing a lease for the property, we finance and construct significant improvements so that the tenant could use the property. This expense may decrease cash available for distribution, as we likely would have to
(i) pay for the improvements up front or (ii) finance the improvements at potentially unattractive terms.





To the extent we acquire retail
properties with anchor tenants, our revenue will be significantly impacted by the success and economic viability of our retail anchor tenants. Our reliance on a single tenant or significant tenants in certain properties may decrease our ability to
lease vacated space and adversely affect the returns on our stockholders’ investment in us.




In the retail sector, a tenant
occupying all or a large portion of the gross leasable area of a retail center, commonly referred to as an anchor tenant, may become insolvent, may suffer a downturn in business and default on or terminate its lease, or may decide not to renew its
lease. Any of these events would result in a reduction or cessation in rental payments to us from that tenant and would adversely affect our financial condition. A lease termination by an anchor tenant could result in lease terminations or
reductions in rent by other tenants whose leases may permit cancellation or rent reduction if an anchor tenant’s lease is terminated. In such event, we may be unable to

re-lease

the vacated space.
Similarly, the leases of some anchor tenants may permit those anchor tenants to transfer their leases to other retailers. The transfer to a new anchor tenant could cause customer traffic in the retail center to decrease and thereby reduce the income
generated by that retail center. A lease transfer to a new anchor tenant could also allow other tenants, under the terms of their respective leases, to make reduced rental payments or to terminate their leases. In the event that we are unable to

re-lease

the vacated space to a new anchor tenant, we may incur additional expenses in order to renovate and subdivide the space to be able to

re-lease

the space to more than
one tenant.





Our retail tenants will face competition from numerous retail channels and may be disproportionately affected by economic conditions.
These events could reduce the profitability of our retail properties and affect our ability to pay distributions.




Retailers will
face continued competition from discount or value retailers, factory outlet centers, wholesale clubs, mail order catalogues and operators, television shopping networks and shopping via the Internet. Such conditions could adversely affect our retail
tenants and, consequently, our funds available for distribution.





We depend on tenants for our revenue generated by our real estate investments and,
accordingly, our revenue generated by our real estate investments and our ability to pay distributions to our stockholders are partially dependent upon the success and economic viability of our tenants and our ability to retain and attract tenants.

Non-renewals,

terminations or lease defaults could reduce our net income and limit our ability to pay distributions to our stockholders.




The success of our real estate investments materially depends upon the financial stability of the tenants leasing the properties we own. The
inability of a single major tenant or a significant number of smaller tenants to meet their rental obligations would significantly lower our net income. A

non-renewal

after the expiration of a lease term,
termination or default by a tenant on its lease payments to us would cause us to lose the revenue associated with such lease and require us to find an alternative source of revenue to meet mortgage payments and prevent a foreclosure if the property
is subject to a mortgage. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord of a property and may incur substantial costs in protecting our investment and

re-leasing

the property. Tenants may have the right to terminate their leases upon the occurrence of certain





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customary events of default and, in other circumstances, may not renew their leases or, because of market conditions, may only be able to renew their leases on terms that are less favorable to us
than the terms of their initial leases.





The bankruptcy or insolvency of our tenants or delays by our tenants in making rental payments could
seriously harm our operating results and financial condition.




Any bankruptcy filings by or relating to any of our tenants could
bar us from collecting

pre-bankruptcy

debts from that tenant, unless we receive an order permitting us to do so from the bankruptcy court. A tenant bankruptcy could delay our efforts to collect past due
balances under the relevant leases, and could ultimately preclude full collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold against a
bankrupt entity may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. We may recover substantially less than the full value of any unsecured claims, which would
harm our financial condition.





Our inability to sell a property at the time and on the terms we want could limit our ability to pay distributions to
our stockholders and could reduce the value of our stockholders’ investment in us.




Many factors that are beyond our control
affect the real estate market and could affect our ability to sell properties for the price, on the terms or within the time frame that we desire. These factors include general economic conditions, the availability of financing, interest rates and
other factors, including supply and demand. Because real estate investments are relatively illiquid, we have a limited ability to vary our portfolio in response to changes in economic or other conditions. Further, before we can sell a property on
the terms we want, it may be necessary to expend funds to correct defects or to make improvements. However, we can give no assurance that we will have the funds available to correct such defects or to make such improvements. We may be unable to sell
our properties at a profit. Our inability to sell properties at the time and on the terms we want could reduce our cash flow, limit our ability to pay distributions to our stockholders and reduce the value of our stockholders’ investment in us.





If we sell a property by providing financing to the purchaser, we will bear the risk of default by the purchaser, which could delay or reduce cash
available for distribution to our stockholders.




When we decide to sell properties, we intend to use our best efforts to sell
them for cash; however, in some instances, we may sell our properties by providing financing to purchasers. We provided seller financing to the buyer in connection with the sale of the Hardware Village property, and on May 7, 2020, our indirect
wholly owned subsidiary originated one real estate loan receivable, which was paid off in full on December 11, 2020. When we provide financing to a purchaser, we will bear the risk that the purchaser may default, which could reduce our cash
distributions to stockholders. Even in the absence of a purchaser default, the distribution of the proceeds of the sale to our stockholders, or the reinvestment of the proceeds in other assets, will be delayed until the promissory note or other
property we may accept upon a sale is actually paid, sold, refinanced or otherwise disposed.





Potential development and construction delays and
resultant increased costs and risks may hinder our operating results and decrease our net income.




From time to time we may
acquire unimproved real property or properties that are under development or construction. Investments in such properties will be subject to the uncertainties associated with the development and construction of real property, including those related
to

re-zoning

land for development, environmental concerns of governmental entities and/or community groups and our builders’ ability to build in conformity with plans, specifications, budgeted costs and
timetables. If a builder fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the
builder’s control. Delays in completing construction could also give tenants the right to terminate preconstruction leases. We may incur additional risks when we make periodic progress payments or other advances to builders before they complete
construction. These and other factors can result in increased costs of a project or loss of our investment. In addition, we will be subject to normal

lease-up

risks relating to newly-constructed projects. We
also must rely on rental income and expense projections and estimates of the fair market value of property upon completion of construction when agreeing upon a purchase price at the time we acquire the property. If our projections are inaccurate, we
may pay too much for a property, and the return on our investment could suffer.





Actions of our joint venture partners could reduce the returns on
joint venture investments and decrease our stockholders’ overall return.




We have entered into joint ventures in the past
and may enter into additional joint ventures in the future with third parties to acquire properties and other assets. We may also purchase and develop additional properties in partnerships,

co-tenancies

or
other

co-ownership

arrangements. Such investments may involve risks not otherwise present with other methods of investment, including, for example, the following risks:





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•



that our

co-venturer,


co-tenant

or partner in an investment could become insolvent or bankrupt;














•



that such

co-venturer,


co-tenant

or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals;














•



that such

co-venturer,


co-tenant

or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives; or














•



that disputes between us and our

co-venturer,


co-tenant

or partner may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our operations.




Any of the above might subject a property to liabilities in excess of those contemplated and thus reduce our returns on that investment and
the value of our stockholders’ investment in us.





Costs imposed pursuant to laws and governmental regulations may reduce our net income and our
cash available for distribution to our stockholders.




Real property and the operations conducted on real property are subject to
federal, state and local laws and regulations relating to protection of the environment and human health. We could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and
regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of
contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns.



Some of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs
to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Our tenants’ operations, the condition of properties at
the time we buy them, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties.



The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder our ability to sell, rent or
pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages we must pay will reduce our ability to pay distributions to our stockholders and may reduce the value of our stockholders’
investment in us.





The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of
remediating any contaminated property or of paying personal injury or other damage claims could reduce our cash available for distribution to our stockholders.




Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator
may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible
for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial
expenditures or prevent us from entering into leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by
private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek
recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of
environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce our cash available for
distribution to our stockholders.



All of our real estate properties are subject to Phase I environmental assessments prior to the time
they are acquired; however, such assessments may not provide complete environmental histories due, for example, to limited available information about prior operations at the properties or other gaps in information at the time we acquire the
property. A Phase I environmental assessment is an initial environmental investigation to identify potential environmental liabilities associated with the current and past uses of a given property. If any of our properties were found to contain
hazardous or toxic substances after our acquisition, the value of our investment could decrease below the amount paid for such investment. In addition, real estate-related investments in which we invest





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may be secured by properties with recognized environmental conditions. Where we are secured creditors, we will attempt to acquire contractual agreements, including environmental indemnities, that
protect us from losses arising out of environmental problems in the event the property is transferred by foreclosure or bankruptcy; however, no assurances can be given that such indemnities would fully protect us from responsibility for costs
associated with addressing any environmental problems related to such properties.





Costs associated with complying with the Americans with
Disabilities Act may decrease our cash available for distribution.




Our properties may be subject to the Americans with
Disabilities Act of 1990, as amended, or the Disabilities Act. Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has
separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The Disabilities Act’s
requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds used for Disabilities Act compliance will reduce our net income and
the amount of cash available for distribution to our stockholders.





Uninsured losses relating to real property or excessively expensive premiums for
insurance coverage could reduce our cash flow from operations and the return on our stockholders’ investment in us.




There
are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject
to limitations, such as large deductibles or

co-payments.

Insurance risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty
claims. We may not be able to obtain insurance against the risk of terrorism because it may not be available or may not be available on terms that are economically feasible. The terrorism insurance that we obtain may not be sufficient to cover loss
for damages to our properties as a result of terrorist attacks. The inability to obtain sufficient terrorism insurance or any terrorism insurance at all could limit our financing and refinancing options as some mortgage lenders have begun to insist
that specific coverage against terrorism be purchased by commercial owners as a condition for providing loans. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover
potential losses. We may not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss, which will reduce the value of our
stockholders’ investment in us. In addition, other than any working capital reserve or other reserves we may establish, we have limited sources of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay
unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions to our stockholders.





If we
invest in apartment communities, competition from other apartment communities for tenants could reduce our profitability and the return on our stockholders’ investment.




The apartment community industry is highly competitive. This competition could reduce occupancy levels and revenues at any apartment
communities we own and operate, which would adversely affect our operations. If we invest in apartment communities, we will face competition from other apartment communities both in the immediate vicinity and in the larger geographic market where
any apartment communities we operate are located. Overbuilding of apartment communities may occur. If so, this will increase the number of apartment units available and may decrease occupancy and apartment rental rates. In addition, increases in
operating costs due to inflation may not be offset by increased apartment rental rates.





We rely on property managers to operate our properties
and leasing agents to lease vacancies in our properties.




Our advisor hires property managers to manage our properties and leasing
agents to lease vacancies in our properties. The property managers have significant decision-making authority with respect to the management of our properties. Our ability to direct and control how our properties are managed on a


day-to-day


basis may be limited because we engage other parties to perform this function. Thus, the success of our business may depend in large part on the ability of our
property managers to manage the


day-to-day


operations and the ability of our leasing agents to lease vacancies in our properties. Any adversity experienced by, or
problems in our relationship with, our property managers or leasing agents could adversely impact the operation and profitability of our properties.





Any real estate-related investments we make will be subject to the risks typically associated with real estate.






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Any investments we make in real estate loans generally will be directly or indirectly
secured by a lien on real property (or the equity interests in an entity that owns real property) that, upon the occurrence of a default on the loan, could result in our taking ownership of the property. The values of these properties may change
after the dates of acquisition or origination of the loans. If the values of the underlying properties drop, our risk will increase because of the lower value of the security associated with such loans. In this manner, real estate values could
impact the values of any loan investments we make. Our equity investment in Prime US REIT and any future investments we make in residential and commercial mortgage-backed securities and other real estate-related investments may be similarly affected
by real estate property values. Therefore, any real estate-related investments we make will be subject to the risks typically associated with real estate.





Any investments we make in real estate loans will be subject to interest rate fluctuations that will affect our returns as compared to market interest
rates; accordingly, the value of our stockholders’ investment in us will be subject to fluctuations in interest rates.




With respect to fixed rate, long-term loans receivable, if interest rates rise, the loans could yield a return that is lower than then-current
market rates. If interest rates decrease, we will be adversely affected to the extent that loans are prepaid because we may not be able to reinvest the proceeds at as high of an interest rate. If we invest in variable-rate loans receivable and
interest rates decrease, our revenues will also decrease. For these reasons, investments in real estate loans, returns on those loans and the value of our stockholders’ investment in us would be subject to fluctuations in interest rates.





The mortgage loans we may invest in and the mortgage loans underlying any mortgage securities we may invest in are subject to delinquency, foreclosure
and loss, which could result in losses to us.




Commercial real estate loans generally are secured by commercial real estate
properties and are subject to risks of delinquency and foreclosure. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than upon
the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be
affected by, among other things: tenant mix, success of tenant businesses, occupancy rates, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating
expenses or limit rents that may be charged, any need to address environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions and/or specific
industry segments, declines in regional or local real estate values, declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, changes in governmental rules, fiscal
policies and regulations (including environmental legislation), natural disasters, terrorism, social unrest and civil disturbances.



In
the event of any default under any mortgage loan we may acquire, we will bear a risk of loss of principal and accrued interest to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage
loan, which could have a material adverse effect on our cash flow from operations. Foreclosure on a property securing a mortgage loan can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on
the investment. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the
bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or


debtor-in-possession


to the extent the
lien is unenforceable under state law.





Our investments in common equity securities is, and any future investments we make in the securities of
other issuers will be, subject to the specific risks relating to the particular issuer of the securities and may involve greater risk of loss than secured debt financings.




We have made a significant investment in the common equity of Prime US REIT and may make equity investments in funds or corporate entities
with a primary focus on the commercial real estate and real estate finance industries or with significant exposure to real estate, such as REITs. We may purchase the common or preferred stock of these entities or purchase or write options with
respect to their stock. We may also invest in debt securities and preferred equity securities issued by funds or corporate entities with a primary focus on the commercial real estate and real estate finance industries or with significant exposure to
real estate. Our investments in debt securities and preferred and common equity securities will involve special risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers
that are REITs and other real estate companies are subject to the inherent risks associated with real estate investments. Furthermore, debt securities and preferred and common equity securities may involve greater risk of loss than secured debt
financings due to a variety of factors, including that such investments are generally unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in debt securities and preferred and common equity securities
are subject to risks of (i) limited liquidity in the secondary trading market, (ii)





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substantial market price volatility resulting from changes in prevailing interest rates, (iii) subordination to the claims of banks and senior lenders to the issuer, (iv) the operation
of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (v) the possibility that earnings of the issuer may be
insufficient to meet its debt service and distribution obligations, and (vi) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely
affect the value of outstanding debt securities and preferred and common equity securities and the ability of the issuers thereof to make principal, interest and/or distribution payments to us.



Our significant investment in Prime US REIT is subject to the risks inherent in investing in traded securities. For purposes of the December
7, 2020 estimated value per share, we valued our investment in units of Prime US REIT at $203.5 million, based on the closing trading price of the units of Prime US REIT on the SGX-ST as of December 1, 2020 less a discount for blockage due to the
quantity of units held by us relative to the normal level of trading volume in Prime US REIT units. As of December 7, 2020, we owned 289,561,899 units of Prime US REIT, which represented 27.4% of the outstanding units of Prime US REIT. Prime US
REIT’s units were first listed for trading on the SGX-ST on July 19, 2019. If an active trading market for the units does not develop or is not sustained, it may be difficult to sell our units. The market for Singapore REITs may trade a small
number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of our investment in Prime US REIT difficult. Even if an active trading market develops or we are able to negotiate
block trades, if we or other significant investors sell or are perceived as intending to sell a substantial amount of units in a short period of time, the market price of our remaining units could be adversely affected. In addition, as a foreign
equity investment, the trading price of units of Prime US REIT may be affected by political, economic, financial and social factors in the Singapore and Asian markets, including changes in government, economic and fiscal policies. Furthermore, we
may be limited in our ability to sell our investment in Prime US REIT if our advisor and/or its affiliates are deemed to have material,

non-public

information regarding Prime US REIT. Charles J. Schreiber,
Jr., our Chairman of our Board, our Chief Executive Officer, our President and our affiliated director, is a director of the external manager of Prime US REIT, and an affiliate of our advisor services as the U.S. asset manager to Prime US REIT. The
inability to dispose of our investment in Prime US REIT at the time and on the terms we want could materially adversely affect the investment results.




Risks Related to Debt Financing





We obtain lines
of credit, mortgage indebtedness and other borrowings and have given guarantees, which increases our risk of loss due to potential foreclosure.




We obtain lines of credit and long-term financing secured by our properties and other assets. We have acquired our real estate properties by
financing a portion of the price of the properties and mortgaging or pledging some or all of the properties purchased as security for that debt. We may also incur mortgage debt on properties that we already own in order to obtain funds to acquire
additional properties, to fund property improvements and other capital expenditures, to pay distributions, to fund redemptions under our share redemption program and for other purposes. In addition, we may borrow as necessary or advisable to ensure
that we maintain our qualification as a REIT for federal income tax purposes, including borrowings to satisfy the REIT requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders (computed without regard to the
dividends-paid deduction and excluding net capital gain). However, we can give our stockholders no assurance that we will be able to obtain such borrowings on satisfactory terms or at all.



If we mortgage a property and there is a shortfall between the cash flow generated by that property and the cash flow needed to service
mortgage debt on that property, then the amount of cash available for distribution to our stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property
may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, reducing the value of our stockholders’ investment in us. For tax purposes, a foreclosure of any of our
properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we
would recognize taxable income on foreclosure even though we would not necessarily receive any cash proceeds. We have given and may give full or partial guarantees to lenders of mortgage or other debt on behalf of the entities that own our
properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of all or a part of the debt or other amounts related to the debt if it is not paid by such entity. If
any mortgages contain cross-collateralization or cross-default provisions, a default on a mortgage secured by a single property could affect mortgages secured by other properties.



We may also obtain recourse debt to finance our acquisitions and meet our REIT distribution requirements. If we have insufficient income to
service our recourse debt obligations, our lenders could institute proceedings against us to foreclose upon our





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assets. If a lender successfully forecloses upon any of our assets, our ability to pay cash distributions to our stockholders will be limited and our stockholders could lose all or part of their
investment in us.





High mortgage rates or changes in underwriting standards may make it difficult for us to finance or refinance properties, which
could reduce the number of properties we can acquire, our cash flow from operations and the amount of cash available for distribution to our stockholders.




If mortgage debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties. If we place mortgage debt on a
property, we run the risk of being unable to refinance part or all of the debt when it becomes due or of being unable to refinance on favorable terms. If interest rates are higher when we refinance properties subject to mortgage debt, our income
could be reduced. We may be unable to finance or refinance or may only be able to partly finance or refinance properties if underwriting standards, including loan to value ratios and yield requirements, among other requirements, are more strict. If
any of these events occurs, our cash flow could be reduced and/or we might have to pay down existing mortgages. This, in turn, would reduce cash available for distribution to our stockholders, could cause us to require additional capital and may
hinder our ability to raise capital by issuing more stock or by borrowing more money.





We may not be able to access financing sources on
attractive terms, which could adversely affect our ability to execute our business plan.




We may finance our assets over the
long-term through a variety of means, including credit facilities and other structured financings. Our ability to execute this strategy will depend on various conditions in the markets for financing in this manner that are beyond our control,
including lack of liquidity and greater credit spreads. We cannot be certain that these markets will remain an efficient source of long-term financing for our assets. If our strategy is not viable, we will have to find alternative forms of long-term
financing for our assets, as secured revolving credit facilities may not accommodate long-term financing. This could subject us to more recourse indebtedness and the risk that debt service on less efficient forms of financing would require a larger
portion of our cash flow, thereby reducing cash available for distribution to our stockholders and funds available for operations as well as for future business opportunities.





Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our
stockholders.




When providing financing, a lender may impose restrictions on us that affect our distribution and operating
policies and our ability to incur additional debt. Loan agreements into which we enter may contain covenants that limit our ability to further mortgage a property or that prohibit us from discontinuing insurance coverage or replacing our advisor.
These or other limitations would decrease our operating flexibility and our ability to achieve our operating objectives and limit our ability to pay distributions to our stockholders.



The loan agreements for our debt obligations contain customary representations and warranties, financial and other affirmative and negative
covenants (including maintenance of ongoing debt service coverage ratios), events of default and remedies typical for these types of financings.





Increases in interest rates and changes to the LIBOR settling process and potential phasing out of LIBOR after 2021 could increase the amount of our
debt payments and adversely affect our ability to make distributions to our stockholders.




As of September 30, 2020, we had
total outstanding debt of approximately $1.5 billion, including approximately $263.0 million of debt subject to variable interest rates (excluding amounts that were hedged to fix rates), and we expect that we will incur additional
indebtedness in the future. Interest we pay reduces our cash available for distributions. Since we have incurred and may continue to incur variable rate debt, increases in interest rates raise our interest costs, which reduces our cash flows and our
ability to make distributions to you. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to sell one or more of our properties at times which may not permit realization of the maximum return
on such investments.



Additionally, we pay interest under certain of our notes payable based on the London Interbank Offered Rate
(“LIBOR”). LIBOR and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or
cause other unanticipated consequences. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiring banks to submit rates for the calculation of LIBOR rates after 2021,
and it is unclear whether new methods of calculating LIBOR will be established, such that LIBOR may continue to exist after 2021.





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While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, the Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market
participants, selected the Secured Overnight Finance Rate (“SOFR”) as an alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. treasury repo market, and the Federal Reserve Bank of New York
started to publish the SOFR in May 2018. At this time, it is impossible to predict whether the SOFR or another reference rate will become an accepted alternative to LIBOR. The discontinuation, reform or replacement of LIBOR or any other benchmark
rates may have an unpredictable impact on contractual mechanics in the credit markets or cause disruption to the broader financial markets, and could have an adverse effect on LIBOR-based interest rates on our current or future debt obligations.





We have broad authority to incur debt and high debt levels could limit the amount of cash we have available to distribute to our stockholders
and decrease the value of our stockholders’ investment in us.




We expect our debt financing and other liabilities to be
between 45% and 65% of the cost of our tangible assets (before deducting depreciation or other

non-cash

reserves). There is no limitation on the amount we may borrow for the purchase of any single asset. Our
charter limits our aggregate borrowings to 300% of our net assets, which approximates aggregate liabilities of 75% of the cost of our tangible assets (before deducting depreciation or other

non-cash

reserves),
meaning that our borrowings and other liabilities may exceed our maximum target leverage of 65% of the cost of our tangible assets without violating the borrowing restrictions in our charter. We may exceed our charter limit only if a majority of the
conflicts committee approves each borrowing in excess of our charter limitation and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess
borrowing. As of September 30, 2020, our borrowings and other liabilities were approximately 56% of both the cost (before deducting depreciation and other noncash reserves) and book value (before deducting depreciation) of our tangible assets.
High debt levels would cause us to incur higher interest charges and higher debt service payments and may also be accompanied by restrictive covenants. These factors could limit the amount of cash we have available to distribute to our stockholders
and could result in a decline in the value of our stockholders’ investment in us.





In certain cases, financings for our properties may be
recourse to us or certain of our subsidiaries.




Generally, commercial real estate financings are structured as

non-recourse

to the borrower, which limits a lender’s recourse to the property pledged as collateral for the loan, and not the other assets of the borrower or to any parent of the borrower, in the event of a
loan default. However, lenders customarily will require that a creditworthy parent entity enter into

so-called

“recourse carveout” guarantees to protect the lender against certain

bad-faith

or other intentional acts of the borrower in violation of the loan documents. A “bad boy” guarantee typically provides that the lender can recover losses from the guarantors for certain bad acts,
such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, voluntary incurrence of prohibited debt and environmental losses sustained by lender. In addition, “bad boy”
guarantees typically provide that the loan will be a full personal recourse obligation of the guarantor, for certain actions, such as prohibited transfers of the collateral or changes of control and voluntary bankruptcy of the borrower. It is
expected that the financing arrangements with respect to our investments generally will require “bad boy” guarantees from certain of our subsidiaries that are the parent to the borrower entity. In the event that such a guarantee is called,
our assets could be adversely affected.





Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in
losses, which could adversely affect cash available for distribution to our stockholders.




We have entered into and in the future
may enter into interest rate swap agreements or pursue other interest rate hedging strategies. Our hedging activity will vary in scope based on the level of interest rates, the type of investments we hold, and other changing market conditions.
Interest rate hedging may fail to protect or could adversely affect us because, among other things:













•



interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;














•



available interest rate hedging products may not correspond directly with the interest rate risk for which
protection is sought;














•



the duration of the hedge may not match the duration of the related liability or asset;














•



the amount of income that a REIT may earn from hedging transactions to offset losses due to fluctuations in
interest rates is limited by federal tax provisions governing REITs;














•



the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our
ability to sell or assign our side of the hedging transaction;














•



the party owing money in the hedging transaction may default on its obligation to pay; and














•



we may purchase a hedge that turns out not to be necessary, i.e., a hedge that is out of the money.




Any hedging activity we engage in may adversely affect our earnings, which could adversely affect cash available for
distribution to our stockholders. Therefore, while we may enter into such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in poorer overall investment performance than if we had not engaged in
any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and





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price movements in the investments being hedged or liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between
such hedging instruments and the interest rate risk sought to be hedged. Any such imperfect correlation may prevent us from achieving the intended accounting treatment and may expose us to risk of loss.





We assume the credit risk of our counterparties with respect to derivative transactions.




We enter into derivative contracts for risk management purposes to hedge our exposure to cash flow variability caused by changing interest
rates on our variable rate notes payable and we may enter into such contracts for any variable rate real estate loans receivable we acquire or originate. These derivative contracts generally are entered into with bank counterparties and are not
traded on an organized exchange or guaranteed by a central clearing organization. We would therefore assume the credit risk that our counterparties will fail to make periodic payments when due under these contracts or become insolvent. If a
counterparty fails to make a required payment, becomes the subject of a bankruptcy case, or otherwise defaults under the applicable contract, we would have the right to terminate all outstanding derivative transactions with that counterparty and
settle them based on their net market value or replacement cost. In such an event, we may be required to make a termination payment to the counterparty, or we may have the right to collect a termination payment from such counterparty. We assume the
credit risk that the counterparty will not be able to make any termination payment owing to us. We may not receive any collateral from a counterparty, or we may receive collateral that is insufficient to satisfy the counterparty’s obligation to
make a termination payment. If a counterparty is the subject of a bankruptcy case, we will be an unsecured creditor in such case unless the counterparty has pledged sufficient collateral to us to satisfy the counterparty’s obligations to us.





We assume the risk that our derivative counterparty may terminate transactions early.




If we fail to make a required payment or otherwise default under the terms of a derivative contract, the counterparty would have the right to
terminate all outstanding derivative transactions between us and that counterparty and settle them based on their net market value or replacement cost. In certain circumstances, the counterparty may have the right to terminate derivative
transactions early even if we are not defaulting. If our derivative transactions are terminated early, it may not be possible for us to replace those transactions with another counterparty, on as favorable terms or at all.





We may be required to collateralize our derivative transactions.




We may be required to secure our obligations to our counterparties under our derivative contracts by pledging collateral to our
counterparties. That collateral may be in the form of cash, securities or other assets. If we default under a derivative contract with a counterparty, or if a counterparty otherwise terminates one or more derivative contracts early, that
counterparty may apply such collateral toward our obligation to make a termination payment to the counterparty. If we have pledged securities or other assets, the counterparty may liquidate those assets in order to satisfy our obligations. If we are
required to post cash or securities as collateral, such cash or securities will not be available for use in our business. Cash or securities pledged to counterparties may be repledged by counterparties and may not be held in segregated accounts.
Therefore, in the event of a counterparty insolvency, we may not be entitled to recover some or all collateral pledged to that counterparty, which could result in losses and have an adverse effect on our operations.





There can be no assurance that the direct or indirect effects of the Dodd-Frank Act and other applicable

non-U.S.

regulations will not have an adverse effect on our interest rate hedging activities.




Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) imposed additional
regulations on derivatives markets and transactions. Such regulations and, to the extent we trade with counterparties organized in

non-US

jurisdictions, any applicable regulations in those jurisdictions, are
still being implemented, and will affect our interest rate hedging activities. While the full impact of regulation on our interest rate hedging activities cannot be fully assessed until all final rules and regulations are implemented, such
regulation may affect our ability to enter into hedging or other risk management transactions, may increase our costs in entering into such transactions, and/or may result in us entering into such transactions on less favorable terms than prior to
implementation of such regulation. For example, but not by way of limitation, the Dodd-Frank Act and the rulemaking thereunder provides for significantly increased regulation of the derivative transactions used to affect our interest rate hedging
activities, including: (i) regulatory reporting, (ii) subject to an exemption for

end-users

of swaps upon which we and our subsidiaries generally rely, mandated clearing of certain derivatives
transactions through central counterparties and execution on regulated exchanges or execution facilities, and (iii) to the extent we are required to clear any such transactions, margin and collateral requirements. The imposition, or the failure
to comply with, any of the foregoing requirements may have an adverse effect on our business and our stockholders’ return.





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Our investments in derivatives are carried at estimated fair value as determined by us and, as a
result, there may be uncertainty as to the value of these instruments.




Our investments in derivatives are recorded at fair value
but have limited liquidity and are not publicly traded. The fair value of our derivatives may not be readily determinable. We will estimate the fair value of any such investments on a quarterly basis. Because such valuations are inherently
uncertain, may fluctuate over short periods of time and may be based on numerous estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The value
of our common stock could be adversely affected if our determinations regarding the fair value of these investments are materially higher than the values that we ultimately realize upon their disposal or maturity.




Risks Related to Conflicts of Interest





Our
advisor faces a conflict of interest because the fees it receives and the distributions to be received by the Special Limited Partner, an affiliate of our advisor, with respect to the Special Limited Partner’s performance participation interest
in the Operating Partnership are based in part on our NAV, which our advisor is responsible for determining.




Our advisor is paid
a management fee for its services based on our NAV, which is calculated by our advisor, based on valuations provided by the advisor. In addition, the distributions to be received by the Special Limited Partner with respect to its performance
participation interest in the Operating Partnership will be based in part upon the Operating Partnership’s net assets (which is a component of our NAV). The calculation of our NAV includes certain subjective judgments with respect to
estimating, for example, the value of our portfolio and our accrued expenses, net portfolio income and liabilities, and therefore, our NAV may not correspond to realizable value upon a sale of those assets. In order to avoid a reduction in our NAV,
the advisor may benefit by us retaining ownership of our assets at times when our stockholders may be better served by the sale or disposition of our assets. If our NAV is calculated in a way that is not reflective of our actual NAV, then the
transaction price of shares of our common stock or the price paid for the redemption of your shares of common stock on a given date may not accurately reflect the value of our portfolio, and your shares may be worth less than the transaction price
or more than the redemption price.





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Our advisor’s management fee and the Special Limited Partner’s performance participation
interest may not create proper incentives or may induce our advisor and its affiliates to make certain investments or retain certain investments, including speculative investments, that increase the risk of our real estate portfolio.




We pay our advisor a management fee regardless of the performance of our portfolio. Our advisor’s entitlement to a management fee, which
is not based upon performance metrics or goals, might reduce its incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. We may be required to pay our advisor a management fee
in a particular period despite experiencing a net loss or a decline in the value of our portfolio during that period.



The existence of
the Special Limited Partner’s performance participation interest in our Operating Partnership, which is based on our total distributions plus the change in NAV per share, may create an incentive for our advisor to make riskier or more
speculative investments on our behalf than it would otherwise make in the absence of such performance-based compensation. In addition, the change in NAV per share will be based on the value of our investments on the applicable measurement dates and
not on realized gains or losses. As a result, the performance participation interest may receive distributions based on unrealized gains in certain assets at the time of such distributions and such gains may not be realized when those assets are
eventually disposed of.



Because the management fee and performance participation are based on our NAV, our advisor may also be
motivated to delay or curtail redemptions to maintain a higher NAV, which would increase amounts payable to our advisor and the Special Limited Partner. In order to avoid a reduction in our NAV, the advisor may also benefit by us retaining ownership
of our assets at times when our stockholders may be better served by the sale or disposition of our assets.





Our advisor and its affiliates,
including all of our executive officers, our affiliated director and other key real estate and debt finance professionals, face conflicts of interest caused by their compensation arrangements with us and with other

KBS-sponsored

programs, which could result in actions that are not in the long-term best interests of our stockholders.




All of our executive officers, our affiliated director and other key real estate and debt finance professionals are also officers, directors,
managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and/or other

KBS-affiliated

entities. Our advisor and its affiliates receive
substantial fees from us. These fees could influence our advisor’s advice to us as well as the judgment of its affiliates. Among other matters, these compensation arrangements could affect their judgment with respect to:













•



the continuation, renewal or enforcement of our agreements with our advisor and its affiliates, including the
advisory agreement and the dealer-manager agreement;














•



equity offerings by us, including using our securities to acquire portfolios or other companies, which may
entitle our dealer manager to additional dealer manager fees and would likely entitle our advisor to additional advisory fees;














•



whether we engage affiliates of our advisor for other services, which affiliates may receive fees in connection
with the services regardless of the quality of the services provided to us;














•



whether we pursue a liquidity event such as a listing of our shares of common stock on a national securities
exchange, a sale of the company or a liquidation of our assets, which (i) may make it more likely for us to become self-managed or internalize our management, (ii) could positively or negatively affect the sales efforts for other

KBS-sponsored

programs, depending on the price at which our shares trade or the consideration received by our stockholders, and/or (iii) would affect the advisory fees received by our advisor; and














•



recommendations to our board of directors with respect to developing, overseeing, implementing, coordinating and
determining our NAV and our NAV procedures, the provision of forward-looking property-level information to the Independent Valuation Firm or the decision to adjust the value of certain of our assets or liabilities in connection with the
determination of our NAV, especially given that the advisory fees we pay our advisor, the Special Limited Partner’s performance participation interest and the fees we pay our dealer manager are based on our NAV.






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Our advisor and its affiliates face conflicts of interest relating to the acquisition of assets, the
leasing of properties and the disposition of properties due to their relationship with other

KBS-sponsored

programs and/or

KBS-advised

investors, which could result in
decisions that are not in our best interest or the best interests of our stockholders.




We rely on our sponsor, KBS Holdings
LLC, and other key real estate and debt finance professionals at our advisor, including Mr. Schreiber, to identify suitable investment opportunities for us, to supervise property management and leasing of properties and to sell our properties.
KBS REIT II and KBS Growth & Income REIT are also advised by KBS Capital Advisors. Mr. Schreiber and several of the other key real estate professionals at KBS Capital Advisors are also the key real estate professionals at KBS Realty
Advisors and its affiliates, the advisors to the private

KBS-sponsored

programs and the investment advisors to

KBS-advised

investors. In addition, KBS Realty Advisors
serves as the U.S. asset manager for Prime US REIT, a Singapore real estate investment trust. As such,

KBS-sponsored

programs that have funds available for investment and

KBS-advised

investors that have funds available for investment rely on many of the same real estate and debt finance professionals, as will future

KBS-sponsored

programs
and

KBS-advised

investors. Many investment opportunities that are suitable for us may also be suitable for other

KBS-sponsored

programs and

KBS-advised

investors. When these real estate and debt finance professionals direct an investment opportunity to any

KBS-sponsored

program or

KBS-advised

investor, they, in their sole discretion, will have to determine the program or investor for which the investment opportunity is most suitable based on the investment objectives, portfolio and
criteria of each program or investor. Currently, Prime US REIT is in its acquisition stage.



In connection with the Singapore
Transaction (defined herein), our advisor and KBS Realty Advisors proposed that our conflicts committee and board of directors adopt an asset allocation policy (the “Allocation Process”) among us, KBS REIT II and KBS Growth &
Income REIT (collectively, the “Core Strategy REITs”) and Prime US REIT. The board of directors and conflicts committee adopted the Allocation Process as proposed. The Allocation Process provides that, in order to mitigate potential
conflicts of interest that may arise among the Core REITs and Prime US REIT, upon the listing of Prime US REIT (which occurred on July 19, 2019), potential asset acquisitions that meet all of the following criteria would be offered first to
Prime US REIT:












i.


Class A office building;













ii.


Purchase price of at least $125.0 million;













iii.


Average occupancy of at least 90% for the first two years based on contractual

in-place

leases; and













iv.


Stabilized property investment yield that is generally supportive of the distributions per unit of Prime US
REIT.




To the extent Prime US REIT does not have the funds to acquire the asset or to the extent the external manager of
Prime US REIT decides to forego the acquisition opportunity, such asset may then be offered to the Core Strategy REITs at the discretion of KBS Capital Advisors.



For so long as we are externally advised, our charter provides that it shall not be a proper purpose of the company for us to make any
significant investment unless our advisor has recommended the investment to us. Thus, the real estate and debt finance professionals of our advisor could direct attractive investment opportunities to other

KBS-sponsored

programs or

KBS-advised

investors. Such events could result in us investing in properties that provide less attractive returns, which would reduce the
level of distributions we may be able to pay our stockholders.



We and other

KBS-sponsored

programs and

KBS-advised

investors also rely on these real estate professionals to supervise the property management and leasing of properties. If the KBS team of real estate professionals directs creditworthy
prospective tenants to properties owned by another

KBS-sponsored

program or

KBS-advised

investor when it could direct such tenants to our properties, our tenant base may
have more inherent risk and our properties’ occupancy may be lower than might otherwise be the case.



In addition, we and other

KBS-sponsored

programs and

KBS-advised

investors rely on our sponsor and other key real estate professionals at our advisor to sell our properties. These

KBS-sponsored

programs and

KBS-advised

investors may possess properties in similar locations and/or of the same property types as ours and may be attempting to sell these
properties at the same time we are attempting to sell some of our properties. If our advisor directs potential purchasers to properties owned by another

KBS-sponsored

program or

KBS-advised

investor when it could direct such purchasers to our properties, we may be unable to sell some or all of our properties at the time or at the price we otherwise would, which could limit our ability
to pay distributions and reduce our stockholders’ overall investment return.



Further, existing and future

KBS-sponsored

programs and

KBS-advised

investors and Mr. Schreiber generally are not and will not be prohibited from engaging, directly or indirectly, in any business or
from possessing interests in any other business venture





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or ventures, including businesses and ventures involved in the acquisition, origination, development, ownership, leasing or sale of real estate-related investments.





KBS Capital Advisors will face conflicts of interest relating to joint ventures that we may form with affiliates of KBS Capital Advisors, which
conflicts could result in a disproportionate benefit to the other venture partners at our expense.




If approved by both a majority
of our board of directors and a majority of our conflicts committee, we may enter into joint venture agreements with other

KBS-sponsored

programs or affiliated entities for the acquisition, development or
improvement of properties or other investments. KBS Capital Advisors, our advisor, and KBS Realty Advisors and its affiliates, the advisors to the other

KBS-sponsored

programs and the investment advisers to
institutional investors in real estate and real estate-related assets, have some of the same executive officers, directors and other key real estate and debt finance professionals; and these persons will face conflicts of interest in determining
which KBS program or investor should enter into any particular joint venture agreement. These persons may also face a conflict in structuring the terms of the relationship between our interests and the interests of the

KBS-affiliated


co-venturer

and in managing the joint venture. Any joint venture agreement or transaction between us and a

KBS-affiliated


co-venturer

will not have the benefit of

arm’s-length

negotiation of the type normally conducted between
unrelated

co-venturers.

The

KBS-affiliated


co-venturer

may have economic or business interests or goals that are or may become
inconsistent with our business interests or goals. These

co-venturers

may thus benefit to our and your detriment.





Our sponsor, our officers, our advisor and the real estate, debt finance, management and accounting professionals assembled by our advisor face
competing demands on their time and this may cause our operations and our stockholders’ investment in us to suffer.




We
rely on our sponsor, our officers, our advisor and the real estate, debt finance, management and accounting professionals that our advisor retains, including Charles J. Schreiber, Jr., Jeffrey K. Waldvogel and Stacie K. Yamane, to provide services
to us for the


day-to-day


operation of our business. KBS REIT II and KBS Growth & Income REIT are also advised by KBS Capital Advisors, and KBS Capital Advisors
may serve as the advisor to future

KBS-sponsored

programs and

KBS-advised

investors. Further, our officers and affiliated director are also officers and/or the
affiliated director of other public

KBS-sponsored

programs. Messrs. Schreiber and Waldvogel and Ms. Yamane are executive officers of KBS REIT II and KBS Growth & Income REIT. Messrs. Schreiber
and Waldvogel and Ms. Yamane are executive officers of KBS Realty Advisors and its affiliates, the advisors of the private

KBS-sponsored

programs and the

KBS-advised

investors and the U.S. asset manager for Prime US REIT. Further, Mr. Schreiber is Chairman of the Board and a director of the external manager of Prime US REIT.



As a result of their interests in other

KBS-sponsored

programs, their obligations to

KBS-advised

investors and the fact that they engage in and will continue to engage in other business activities on behalf of themselves and others, Messrs. Schreiber and Waldvogel and Ms. Yamane face conflicts
of interest in allocating their time among us, KBS REIT II, KBS Growth & Income REIT, KBS Capital Advisors, KBS Realty Advisors, other

KBS-sponsored

programs and/or other

KBS-advised

investors, as well as other business activities in which they are involved. In addition, KBS Capital Advisors and KBS Realty Advisors and their affiliates share many of the same key real estate,
management and accounting professionals. During times of intense activity in other programs and ventures, these individuals may devote less time and fewer resources to our business than are necessary or appropriate to manage our business.
Furthermore, some or all of these individuals may become employees of another

KBS-sponsored

program in an internalization transaction or, if we internalize our advisor, may not become our employees as a result
of their relationship with other

KBS-sponsored

programs. If these events occur, the returns on our investments, and the value of our stockholders’ investment in us, may decline.





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All of our executive officers, our affiliated director and the key real estate and debt finance
professionals assembled by our advisor face conflicts of interest related to their positions and/or interests in our advisor and its affiliates, which could hinder our ability to implement our business strategy and to generate returns to our
stockholders.




All of our executive officers, our affiliated director and the key real estate and debt finance professionals
assembled by our advisor are also executive officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor and/or other

KBS-affiliated

entities.
Through

KBS-affiliated

entities, some of these persons also serve as the investment advisors to

KBS-advised

investors and, through KBS Capital Advisors and KBS Realty
Advisors, these persons serve as the advisor to KBS REIT II, KBS Growth & Income REIT and other

KBS-sponsored

programs. In addition, KBS Realty Advisors serves as the U.S. asset manager for Prime US
REIT. As a result, they owe fiduciary duties to each of these entities, their stockholders, members and limited partners and these investors, which fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us and our
stockholders. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities.
Further, Mr. Schreiber and existing and future

KBS-sponsored

programs and

KBS-advised

investors generally are not and will not be prohibited from engaging, directly
or indirectly, in any business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition, development, ownership, leasing or sale of real estate investments. If we do not
successfully implement our business strategy, we may be unable to generate the cash needed to pay distributions to our stockholders and to maintain or increase the value of our assets.





Our board of directors’ loyalties to KBS REIT II, KBS Growth & Income REIT, Prime US REIT and possibly to future

KBS-sponsored

programs could influence its judgment, resulting in actions that may not be in our stockholders’ best interest or that result in a disproportionate benefit to another

KBS-sponsored

program at our expense.




All of our directors are also directors of KBS REIT II
and our affiliated director is also an affiliated director of KBS Growth & Income REIT and an affiliated director of the external manager of Prime US REIT. The loyalties of our directors serving on the boards of directors of KBS REIT II,
KBS Growth & Income REIT and the external manager of Prime US REIT, or possibly on the boards of directors of future

KBS-sponsored

programs, may influence the judgment of our board of directors when
considering issues for us that also may affect other

KBS-sponsored

and advised programs, such as the following:













•



The conflicts committee of our board of directors must evaluate the performance of our advisor with respect to
whether our advisor is presenting to us our fair share of investment opportunities. If our advisor is not presenting a sufficient number of investment opportunities to us because it is presenting many opportunities to other

KBS-sponsored

programs or if our advisor is giving preferential treatment to other

KBS-sponsored

programs in this regard, our conflicts committee may not be well-suited to
enforce our rights under the terms of the advisory agreement or to seek a new advisor.














•



We could enter into transactions with other

KBS-sponsored

programs, such
as property sales, acquisitions or financing arrangements. Such transactions might entitle our advisor or its affiliates to increased fees and other compensation from either or both parties to the transaction. Decisions of our board or the conflicts
committee regarding the terms of those transactions may be influenced by our board’s or the conflicts committee’s loyalties to such other

KBS-sponsored

programs.














•



A decision of our board or the conflicts committee regarding the timing of a debt or equity offering could be
influenced by concerns that the offering would compete with offerings of other

KBS-sponsored

programs.














•



A decision of our board or the conflicts committee regarding the timing of property sales could be influenced by
concerns that the sales would compete with those of other

KBS-sponsored

programs.














•



A decision of our board regarding whether we pursue a liquidity event such as a listing of our shares of common
stock on a national securities exchange, a sale of the company or a liquidation of our assets, which could positively or negatively affect the sales efforts for other

KBS-sponsored

programs.




Like us, KBS REIT II compensates each independent director with an annual retainer of $135,000, as well as compensation
for attending meetings as follows:













•



each member of the audit committee and conflicts committee is paid $10,000 annually for service on such
committees (except that the chair of each of the audit committee and conflicts committee is paid $20,000 annually for service as the chair of such committees);














•



after the tenth board of directors meeting of each calendar year, each independent director is paid (i) $2,500
for each

in-person

board of directors meeting attended for the remainder of the calendar year and (ii) $2,000 for each teleconference board of directors meeting attended for the remainder of the calendar year;






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•



after the tenth audit committee meeting of each calendar year, each member of the audit committee is paid (i)
$2,500 for each

in-person

audit committee meeting attended for the remainder of the calendar year and (ii) $2,000 for each teleconference audit committee meeting attended for the remainder of the calendar year
(except that the audit committee chair is paid $3,000 for each

in-person

and teleconference audit committee meeting attended after the tenth audit committee meeting of each calendar year, for the remainder of
each calendar year); and














•



after the tenth conflicts committee meeting of each calendar year, each member of the conflicts committee is paid
(i) $2,500 for each

in-person

conflicts committee meeting attended for the remainder of the calendar year and (ii) $2,000 for each teleconference conflicts committee meeting attended for the remainder of the
calendar year (except that the conflicts committee chair is paid $3,000 for each

in-person

and teleconference conflicts committee meeting attended after the tenth conflicts committee meeting of each calendar
year, for the remainder of each calendar year).




In addition, KBS REIT II pays independent directors for attending other
committee meetings as follows: each independent director is paid $2,000 for each

in-person

and teleconference committee meeting attended (except that the committee chair is paid $3,000 for each

in-person

and teleconference committee meeting attended).



All directors receive reimbursement of
reasonable


out-of-pocket


expenses incurred in connection with attendance at board of directors meetings and committee meetings.





Because the dealer manager is one of our affiliates, you do not have the benefit of an independent due diligence review of us, which is customarily
performed in underwritten offerings; the absence of an independent due diligence review increases the risks and uncertainty you face as a stockholder.




Our dealer manager, KBS Capital Markets Group, is one of our affiliates. Because KBS Capital Markets Group is an affiliate, its due diligence
review and investigation of us and the prospectus cannot be considered to be an independent review. Therefore, you do not have the benefit of an independent review and investigation of this offering of the type normally performed by an unaffiliated,
independent underwriter in a public securities offering.




Federal Income Tax Risks





Failure to qualify as a REIT would reduce our net earnings available for investment or distribution.




Our qualification as a REIT will depend upon our ability to meet requirements regarding our organization and ownership, distributions of our
income, the nature and diversification of our income and assets and other tests imposed by the Internal Revenue Code. If we fail to qualify as a REIT for any taxable year after electing REIT status, we will be subject to federal income tax on our
taxable income at corporate rates (a maximum rate of 35% applied through 2017, with a 21% rate beginning for 2018). In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year in which we
lost our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. In addition, distributions to stockholders would no longer qualify for the
dividends-paid deduction and we would no longer be required to pay distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.





Failure to qualify as a REIT would subject us to U.S. federal income tax, which would reduce the cash available for distribution to our stockholders.




We believe that we have operated and will continue to operate in a manner that will allow us to continue to qualify as a
REIT for federal income tax purposes, commencing with the taxable year ended December 31, 2011. However, the U.S. federal income tax laws governing REITs are extremely complex, and interpretations of the U.S. federal income tax laws governing
qualification as a REIT are limited. Qualifying as a REIT requires us to meet various tests regarding the nature of our assets and our income, the ownership of our outstanding stock, and the amount of our distributions on an ongoing basis.
Accordingly, we cannot be certain that we will be successful in operating so we can remain qualified as a REIT. While we intend to continue to operate so that we will qualify as a REIT, given the highly complex nature of the rules governing REITs,
the ongoing importance of factual determinations, including the tax treatment of certain investments we may make, and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify for any particular year.
If we fail to qualify as a REIT in any calendar year and we do not qualify for certain statutory relief provisions, we would be required to pay U.S. federal income tax on our taxable income. We might need to borrow money or sell assets to pay that
tax. Our payment of income tax would decrease the amount of our income available for distribution to our stockholders. Furthermore, if we fail to maintain our qualification as a REIT and we do not qualify for certain statutory relief provisions, we
no longer would be required to distribute substantially all of our REIT taxable income to our





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stockholders. Unless our failure to qualify as a REIT were excused under federal tax laws, we would be disqualified from taxation as a REIT for the four taxable years following the year during
which qualification was lost.





Our stockholders may have current tax liability on distributions they elect to reinvest in our common stock.




If our stockholders participate in our dividend reinvestment plan, they will be deemed to have received, and for income tax
purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a

tax-free

return of capital. In addition, our stockholders will be treated for tax
purposes as having received an additional distribution to the extent the shares are purchased at a discount to fair market value, if any. As a result, unless our stockholders are

tax-exempt

entities, they may
have to use funds from other sources to pay their tax liability on the value of the shares of common stock received.





Even if we qualify as a REIT
for U.S. federal income tax purposes, we may be subject to federal, state, local or other tax liabilities that reduce our cash flow and our ability to pay distributions to our stockholders.




Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to some federal, state and local taxes on our income or
property. For example:













•



In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income to our
stockholders (which is determined without regard to the dividends-paid deduction or net capital gain). To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to federal
corporate income tax on the undistributed income.














•



We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any
calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.














•



If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain
leasehold terminations as “foreclosure property,” we may avoid the 100% tax on the gain from a resale of that property, but the income from the sale or operation of that property may be subject to corporate income tax at the highest
applicable rate.














•



If we sell an asset, other than foreclosure property, that we hold primarily for sale to customers in the
ordinary course of business, our gain would be subject to the 100% “prohibited transaction” tax unless such sale were made by one of our taxable REIT subsidiaries or the sale met certain “safe harbor” requirements under the
Internal Revenue Code.






REIT distribution requirements could adversely affect our ability to execute our business plan.




We generally must distribute annually at least 90% of our REIT taxable income, subject to certain adjustments and excluding
any net capital gain, in order for federal corporate income tax not to apply to earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to
federal corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount
specified under federal tax laws. We also may decide to retain net capital gain we earn from the sale or other disposition of our property and pay U.S. federal income tax directly on such income. In that event, our stockholders would be treated as
if they earned that income and paid the tax on it directly. However, stockholders that are

tax-exempt,

such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax
liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also will be subject to corporate tax on any undistributed REIT taxable income. We intend to make distributions to our stockholders to comply with
the REIT requirements of the Internal Revenue Code.



From time to time, we may generate taxable income greater than our income for
financial reporting purposes, or our taxable income may be greater than our cash flow available for distribution to stockholders (for example, where a borrower defers the payment of interest in cash pursuant to a contractual right or otherwise). If
we do not have other funds available in these situations we could be required to borrow funds, sell investments at disadvantageous prices or find another alternative source of funds to pay distributions sufficient to enable us to pay out enough of
our taxable income to satisfy the REIT distribution requirements and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT
requirements may hinder our ability to operate solely on the basis of maximizing profits.





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To maintain our REIT status, we may be forced to forego otherwise attractive business or investment
opportunities, which may delay or hinder our ability to meet our investment objectives and reduce our stockholders’ overall return.




To qualify as a REIT, we must satisfy certain tests on an ongoing basis concerning, among other things, the sources of our income, nature of
our assets and the amounts we distribute to our stockholders. We may be required to pay distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for
distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits and reduce the value of our stockholders’ investment.





If our Operating Partnership fails to maintain its status as a partnership for U.S. federal income tax purposes, its income would be subject to taxation
and our REIT status would be terminated.




We intend to maintain the status of our Operating Partnership as a partnership for U.S.
federal income tax purposes. However, if the Internal Revenue Service (“Internal Revenue Service” or “IRS”) were to successfully challenge the status of our Operating Partnership as a partnership, it would be taxable as a
corporation. In such event, this would reduce the amount of distributions that our Operating Partnership could make to us. This would also result in our losing REIT status and becoming subject to a corporate level tax on our own income. This would
substantially reduce our cash available to pay distributions and the return on your investment. In addition, if any of the entities through which our Operating Partnership owns its properties, in whole or in part, loses its characterization as a
partnership for U.S. federal income tax purposes, the underlying entity would become subject to taxation as a corporation, thereby reducing distributions to our Operating Partnership and jeopardizing our ability to maintain REIT status.





Potential characterization of distributions or gain on sale may be treated as unrelated business taxable income to

tax-exempt

investors.




If (i) all or a portion of our assets are subject to the rules
relating to taxable mortgage pools, (ii) we are a “pension-held REIT,” (iii) a

tax-exempt

stockholder has incurred debt to purchase or hold our common stock, or (iv) the residual Real
Estate Mortgage Investment Conduit interests, or REMICs, we buy (if any) generate “excess inclusion income,” then a portion of the distributions to and, in the case of a stockholder described in clause (iii), gains realized on the sale of
common stock by such

tax-exempt

stockholder may be subject to U.S. federal income tax as unrelated business taxable income under the Internal Revenue Code.





The tax on prohibited transactions will limit our ability to engage in transactions that would be treated as sales for U.S. federal income tax purposes.




A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or
other dispositions of assets, other than foreclosure property, deemed held primarily for sale to customers in the ordinary course of business. We might be subject to this tax if we were to dispose of loans in a manner that was treated as a sale of
the loans for U.S. federal income tax purposes. Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of loans at the REIT level, and may limit the structures we utilize for our securitization
transactions, even though the sales or structures might otherwise be beneficial to us.



It may be possible to reduce the impact of the
prohibited transaction tax by conducting certain activities through taxable REIT subsidiaries. However, to the extent that we engage in such activities through taxable REIT subsidiaries, the income associated with such activities may be subject to
full corporate income tax.





Complying with REIT requirements may force us to liquidate otherwise attractive investments.




To qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash
items, government securities and qualified REIT real estate assets, including certain mortgage loans and residential and commercial mortgage-backed securities. The remainder of our investment in securities (other than government securities and
qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5%
of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% (25% for taxable years before 2018) of the value of our total assets can be represented
by securities of one or more taxable REIT subsidiaries and no more than 25% of the value of our total assets can be represented by

“non-qualified

publicly offered REIT debt instruments.” If we fail
to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and
suffering adverse tax consequences. As a result, we may be required to liquidate from our portfolio otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our
stockholders.





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Liquidation of assets may jeopardize our REIT qualification.




To qualify as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled to liquidate our
investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as
dealer property or inventory.





Complying with REIT requirements may limit our ability to hedge effectively.




The REIT provisions of the Internal Revenue Code may limit our ability to hedge our assets and operations. Under these provisions, any income
that we generate from transactions intended to hedge our interest rate, inflation and/or currency risks will be excluded from gross income for purposes of the REIT 75% and 95% gross income tests if the purpose of the instrument is to (i) hedge
interest rate risk on liabilities incurred to carry or acquire real estate, (ii) hedge risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the REIT 75% or 95% gross income tests, or
(iii) manage risk with respect to the termination of certain prior hedging transactions described in (i) and/or (ii) above and, in each case, such instrument is properly identified under applicable Department of the Treasury
regulations (“Treasury Regulations”). Income from hedging transactions that do not meet these requirements will generally constitute nonqualifying income for purposes of both the REIT 75% and 95% gross income tests. As a result of these
rules, we may have to limit our use of hedging techniques that might otherwise be advantageous, which could result in greater risks associated with interest rate or other changes than we would otherwise incur.





Our ownership of and relationship with our taxable REIT subsidiaries will be limited and a failure to comply with the limits would jeopardize our REIT
status and may result in the application of a 100% excise tax.




A REIT may own up to 100% of the stock of one or more taxable REIT
subsidiaries. A taxable REIT subsidiary may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a taxable REIT subsidiary. A
corporation of which a taxable REIT subsidiary directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a taxable REIT subsidiary. Overall, no more than 20% (25% for taxable years before
2018) of the value of a REIT’s assets may consist of stock or securities of one or more taxable REIT subsidiaries. A domestic taxable REIT subsidiary will pay federal, state and local income tax at regular corporate rates on any income that it
earns. In addition, the taxable REIT subsidiary rules limit the deductibility of interest paid or accrued by a taxable REIT subsidiary to its parent REIT to assure that the taxable REIT subsidiary is subject to an appropriate level of corporate
taxation. The rules also impose a 100% excise tax on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an

arm’s-length

basis. We cannot assure our
stockholders that we will be able to comply with the 20% value limitation on ownership of taxable REIT subsidiary stock and securities on an ongoing basis so as to maintain REIT status or to avoid application of the 100% excise tax imposed on
certain

non-arm’s

length transactions.





The ability of our board of directors to revoke our REIT
qualification without stockholder approval may subject us to U.S. federal income tax and reduce distributions to our stockholders.




Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our
stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. While we believe we have qualified and intend to continue to qualify to be taxed as a REIT, we may terminate our REIT election if we determine
that qualifying as a REIT is no longer in our best interests. If we cease to be a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our
stockholders, which may have adverse consequences on our total return to our stockholders and on the market price of our common stock.





Changes
recently made to the U.S. tax laws could have a negative impact on our business.




On December 22, 2017, the President
signed into law the Tax Cuts and Jobs Act, Pub. L. No. 115-97 (the “Tax Act”). The Tax Act makes significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years
beginning after December 31, 2017. In the case of individuals, the tax brackets have been adjusted, the top federal income rate has been reduced to 37%, special rules reduce taxation





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of certain income earned through pass-through entities and reduce the top effective rate applicable to ordinary dividends from REITs to 29.6% (through a 20% deduction for ordinary REIT dividends
received) and various deductions have been eliminated or limited, including limiting the deduction for state and local taxes to $10,000 per year. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning
after December 31, 2017 and before January 1, 2026. The top corporate income tax rate has been reduced to 21%. The Tax Act includes only minor changes to the REIT rules (other than the 20% deduction applicable to individuals for ordinary REIT
dividends received).



The Tax Act makes numerous other changes to the tax laws that may affect REITs and prospective investors directly or
indirectly. As a result of the changes to U.S. federal tax laws implemented by the Tax Act, our taxable income and the amount of distributions to our stockholders required in order to maintain our REIT status, and our relative tax advantage as a
REIT, could change. As a REIT, we are required to distribute at least 90% of our taxable income to our stockholders annually. In addition, the Tax Act imposes limitations on the deductibility of business interest expense.



In recent months, the President has signed into law several pieces of legislation intended to address the economic impact of the recent
outbreak of COVID-19 (the “COVID-19 Legislation”), including the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. No. 116-136 (the “CARES Act”), which the President signed into law on March 27, 2020. The CARES Act
makes several changes to the U.S. federal income tax rules for taxation of individuals and corporations, including the allowance of net operating loss (“NOL”) carrybacks for certain tax years, the removal of caps on the application of NOLs
for certain tax years, the removal of the cap on excess business loss deductions for certain tax years, and an increase in the cap on the deduction of net interest expenses for businesses.



The CARES Act makes numerous other changes to the tax laws that do not affect REITs directly but may affect REITs and investors indirectly. In
addition, the novel Coronavirus outbreak is an evolving situation, and there may be additional legislation enacted which has a material impact on tax laws that impact REITs and investors. Prospective investors are urged to consult with their tax
advisors with respect to the status of COVID-19 Legislation, including the CARES Act, and any other regulatory or administrative developments and proposals and their potential effect on investment.





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Dividends payable by REITs do not qualify for the reduced tax rates.




In general, the maximum tax rate for dividends payable to domestic stockholders that are individuals, trusts and estates is 20%. Dividends
payable by REITs, however, are generally not eligible for this reduced rate; provided under current law, individuals may be able to deduct 20% of income received as ordinary REIT dividends, thus reducing the maximum effective U.S. federal income tax
rate on such dividend. In addition, Treasury Regulations impose a minimum holding period for the 20% deduction that was not set forth in the Internal Revenue Code. Under the Treasury Regulations, in order for a REIT dividend with respect to a share
of REIT stock to be treated as a qualified REIT dividend, the U.S. stockholder (i) must have held the share for more than 45 days during the

91-day

period beginning on the date which is 45 days before the
date on which such share becomes

ex-dividend

with respect to such dividend and (ii) cannot have been under an obligation to make related payments with respect to positions in substantially similar or
related property, e.g., pursuant to a short sale. While this tax treatment does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are
individuals, trusts or estates to perceive investments in REITs to be relatively less attractive than investments in stock of

non-REIT

corporations that pay dividends, which could adversely affect the value of
the stock of REITs, including our common stock.





Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue
Code.




Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which
only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income,
organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which we have no control
or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes.





The taxation of distributions to our stockholders can be complex; however, distributions that we make to our stockholders generally will be taxable as
ordinary income, which may reduce your anticipated return from an investment in us.




Distributions that we make to our taxable
stockholders to the extent of our current and accumulated earnings and profits (and not designated as capital gain dividends or qualified dividend income) generally will be taxable as ordinary income. However, a portion of our distributions may
(i) be designated by us as capital gain dividends generally taxable as long-term capital gain to the extent that they are attributable to net capital gain recognized by us, (ii) be designated by us as qualified dividend income generally to
the extent they are attributable to dividends we receive from

non-REIT

corporations, such as our taxable REIT subsidiaries, or (iii) constitute a return of capital generally to the extent that they exceed
our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. A return of capital distribution is not taxable, but has the effect of reducing the basis of a stockholder’s investment in our common stock.





We may be required to pay some taxes due to actions of a taxable REIT subsidiary which would reduce our cash available for distribution to you.




Any net taxable income earned directly by a taxable REIT subsidiary, or through entities that are disregarded for U.S.
federal income tax purposes as entities separate from our taxable REIT subsidiaries, will be subject to federal and possibly state corporate income tax. In this regard, several provisions of the laws applicable to REITs and their subsidiaries ensure
that a taxable REIT subsidiary will be subject to an appropriate level of U.S. federal income taxation. For example, a taxable REIT subsidiary may be limited in its ability to deduct certain interest payments made to an affiliated REIT. In addition,
the REIT has to pay a 100% penalty tax on some payments that it receives or on some deductions taken by or payments made to a taxable REIT subsidiary if the economic arrangements between the REIT, the REIT’s customers, and the taxable REIT
subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT we are not subject to U.S. federal income tax on that income because not
all states and localities follow the U.S. federal income tax treatment of REITs. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to you.





We may distribute our common stock in a taxable distribution, in which case you may sell shares of our common stock to pay tax on such distributions,
and you may receive less in cash than the amount of the dividend that is taxable.




We may make taxable distributions that are
payable in cash and common stock. The IRS has issued private letter rulings to other REITs treating certain distributions that are paid partly in cash and partly in stock as taxable distributions that would satisfy the REIT annual distribution
requirement and qualify for the dividends paid deduction for U.S. federal income tax purposes. Those rulings may be relied upon only by taxpayers to whom they were issued, but we could request a similar ruling from the IRS. Accordingly, it is





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unclear whether and to what extent we will be able to make taxable distributions payable in cash and common stock. If we made a taxable dividend payable in cash and common stock, taxable
stockholders receiving such distributions will be required to include the dividend as taxable income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, you may be
required to pay income tax with respect to such distributions in excess of the cash distributions received. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the
amount recorded in earnings with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to certain

non-U.S.

stockholders, we may be
required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock.





Investments in other REITs and real estate partnerships could subject us to the tax risks associated with the tax status of such entities.




We may invest in the securities of other REITs and real estate partnerships. Such investments are subject to the risk that any such REIT or
partnership may fail to satisfy the requirements to qualify as a REIT or a partnership, as the case may be, in any given taxable year. In the case of a REIT, such failure would subject such entity to taxation as a corporation, may require such REIT
to incur indebtedness to pay its tax liabilities, may reduce its ability to make distributions to us, and may render it ineligible to elect REIT status prior to the fifth taxable year following the year in which it fails to so qualify. In the case
of a partnership, such failure could subject such partnership to an entity level tax and reduce the entity’s ability to make distributions to us. In addition, such failures could, depending on the circumstances, jeopardize our ability to
qualify as a REIT.






Non-U.S.

stockholders will be subject to U.S. federal withholding tax and may be subject
to U.S. federal income tax on distributions received from us and upon the disposition of our shares.




Subject to certain
exceptions, distributions received from us will be treated as dividends of ordinary income to the extent of our current or accumulated earnings and profits. Such dividends ordinarily will be subject to U.S. withholding tax at a 30% rate, or such
lower rate as may be specified by an applicable income tax treaty, unless the distributions are treated as “effectively connected” with the conduct by the

non-U.S.

stockholder of a U.S. trade or
business. Pursuant to the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, capital gain distributions attributable to sales or exchanges of “U.S. real property interests,” or USRPIs, generally (subject to certain exceptions
for “qualified foreign pension funds,” entities all the interests of which are held by “qualified foreign pension funds,” and certain “qualified shareholders”) will be taxed to a

non-U.S.

stockholder as if such gain were effectively connected with a U.S. trade or business unless FIRPTA provides an exemption. However, a capital gain dividend will not be treated as effectively connected
income if (i) the distribution is received with respect to a class of stock that is regularly traded on an established securities market located in the United States and (ii) the

non-U.S.

stockholder
does not own more than 10% of the class of our stock at any time during the

one-year

period ending on the date the distribution is received. We do not anticipate that our shares will be “regularly
traded” on an established securities market for the foreseeable future, and therefore, this exception is not expected to apply.



Gain recognized by a

non-U.S.

stockholder upon the sale or exchange of our common stock generally will
not be subject to U.S. federal income taxation unless such stock constitutes a USRPI under FIRPTA (subject to specific FIRPTA exemptions for certain

non-U.S.

stockholders). Our common stock will not constitute
a USRPI so long as we are a “domestically-controlled qualified investment entity.” A domestically-controlled qualified investment entity includes a REIT if at all times during a specified testing period, less than 50% in value of such
REIT’s stock is held directly or indirectly by

non-U.S.

stockholders. We believe, but cannot assure you, that we will be a domestically-controlled qualified investment entity.



Even if we do not qualify as a domestically-controlled qualified investment entity at the time a

non-U.S.

stockholder sells or exchanges our common stock, gain arising from such a sale or exchange would not be subject to U.S. taxation under FIRPTA as a sale of a USRPI if: (a) our common stock is
“regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and (b) such

non-U.S.

stockholder owned, actually and constructively, 10% or less of our
common stock at any time during the five-year period ending on the date of the sale. However, it is not anticipated that our common stock will be “regularly traded” on an established market. We encourage you to consult your tax advisor to
determine the tax consequences applicable to you if you are a

non-U.S.

stockholder.





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We may be subject to adverse legislative or regulatory tax changes.




At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or
regulations may be amended. We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation,
will be adopted, promulgated or become effective and any such law, regulation or interpretation may take effect retroactively. We and our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law,
regulation or administrative interpretation.




Retirement Plan Risks





If you fail to meet the fiduciary and other standards under the Employee Retirement Income Security Act of 1974, as amended, or “ERISA,” or
the Internal Revenue Code as a result of an investment in our stock, you could be subject to criminal and civil penalties.




There
are special considerations that apply to employee benefit plans subject to ERISA (such as profit-sharing, section 401(k) or pension plans) and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as an
IRA) or any entity whose assets include such assets (each a “Benefit Plan”) that are investing in our shares. If you are investing the assets of such a plan or account in our common stock, you should satisfy yourself that:













•



your investment is consistent with your fiduciary and other obligations under ERISA and the Internal Revenue
Code;














•



your investment is made in accordance with the documents and instruments governing the plan or IRA, including the
plan’s or account’s investment policy;














•



your investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C)
of ERISA and other applicable provisions of ERISA and the Internal Revenue Code;














•



your investment in our shares, for which no trading market may exist, is consistent with the liquidity needs of
the plan or IRA;














•



your investment will not produce an unacceptable amount of “unrelated business taxable income” for the
plan or IRA;














•



you will be able to comply with the requirements under ERISA and the Internal Revenue Code to value the assets of
the plan or IRA annually; and














•



your investment will not constitute a

non-exempt

prohibited transaction
under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.




With respect to the annual valuation
requirements described above, we expect to provide an estimated value of our net assets per share annually to those fiduciaries (including IRA trustees and custodians) who request it. Although this estimate will be based upon determinations of the
NAV of our shares in accordance with our valuation procedures, no assurance can be given that such estimated value will satisfy the applicable annual valuation requirements under ERISA and the Internal Revenue Code. The Department of Labor or the
Internal Revenue Service may determine that a plan fiduciary or a fiduciary acting for an IRA is required to take further steps to determine the value of our common shares. In the absence of an appropriate determination of value, a plan fiduciary or
a fiduciary acting for an IRA may be subject to damages, penalties or other sanctions.



Failure to satisfy the fiduciary standards of
conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil and criminal penalties, and can subject the fiduciary to claims for damages or for equitable remedies, including liability for
investment losses. In addition, if an investment in our shares constitutes a

non-exempt

prohibited transaction under ERISA or the Internal Revenue Code, the fiduciary or IRA owner who authorized or directed
the investment may be subject to the imposition of excise taxes with respect to the amount invested. Additionally, the investment transaction may have to be undone. In the case of a prohibited transaction involving an IRA owner, the IRA may be
disqualified as a

tax-exempt

account and all of the assets of the IRA may be deemed distributed and subjected to tax. ERISA plan fiduciaries and IRA owners should consult with counsel before making an
investment in our shares.





If our assets are deemed to be plan assets, KBS Capital Advisors and we may be exposed to liabilities under Title I of
ERISA and the Internal Revenue Code.




In some circumstances where an ERISA plan holds an interest in an entity, the assets of
the entity are deemed to be ERISA plan assets unless an exception applies. This is known as the “look-through rule.” Under those circumstances, the obligations and other responsibilities of plan sponsors, plan fiduciaries and plan
administrators, and of parties in interest and disqualified persons, under





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Title I of ERISA and Section 4975 of the Internal Revenue Code, as applicable, may be applicable, and there may be liability under these and other provisions of ERISA and the Internal
Revenue Code. We believe that our assets should not be treated as plan assets because the shares should qualify as “publicly-offered securities” that are exempt from the look-through rules under applicable Treasury Regulations. We note,
however, that because certain limitations are imposed upon the transferability of shares so that we may qualify as a REIT, and perhaps for other reasons, it is possible that this exemption may not apply. If that is the case, and if KBS Capital
Advisors or we are exposed to liability under ERISA or the Internal Revenue Code, our performance and results of operations could be adversely affected. Prior to making an investment in us, you should consult with your legal and other advisors
concerning the impact of ERISA and the Internal Revenue Code on your investment and our performance.



We do not intend to provide
investment advice to any potential investor for a fee. However, we, KBS Capital Advisors and our respective affiliates receive certain fees and other consideration disclosed herein in connection with an investment. If it were determined we provided
a Benefit Plan investor with investment advice for a fee, it could give rise to a determination that we constitute an investment advice fiduciary under ERISA. Such a determination could give rise to claims that our fee arrangements constitute

non-exempt

prohibited transactions under ERISA or the Internal Revenue Code and/or claims that we have breached a fiduciary duty to a Benefit Plan investor. Adverse determinations with respect to ERISA fiduciary
status or

non-exempt

prohibited transactions could result in significant civil penalties and excise taxes.



See “Certain ERISA Considerations” for a more complete discussion of the foregoing issues and other risks associated with an
investment in shares of our common stock by retirement plans.





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ESTIMATED USE OF PROCEEDS



The following table presents information about how we intend to use the proceeds raised in this offering assuming that we sell the maximum
primary offering amount of $1,700,000,000 and the maximum dividend reinvestment plan offering amount of $300,000,000. The table assumes 5% of the primary offering proceeds are from the sale of Class T shares, 65% of the primary offering
proceeds are from the sale of Class S shares, 5% of the primary offering proceeds are from the sale of Class D shares and 25% of the primary offering proceeds are from the sale of Class I shares. The number of shares of each class
sold and the relative proportions in which the classes of shares are sold are uncertain and may differ significantly from this assumption. Because no sales commissions or dealer manager fees are paid on shares sold in the dividend reinvestment plan,
it is not necessary to make any assumptions regarding the number of shares of each class sold in the dividend reinvestment plan. We are offering up to $1,700,000,000 of shares of our common stock in our primary offering and up to $300,000,000 of
shares of our common stock in our dividend reinvestment plan, in any combination of our shares. We may reallocate the shares of our common stock we are offering between the primary offering and our dividend reinvestment plan.



The actual amount of upfront selling commissions and dealer manager fees will vary from the estimated amounts shown because (1) the
number of shares of each class that we will sell is uncertain, (2) our Class T, Class S and Class D shares are sold at a transaction price that varies monthly generally based on our prior month’s NAV per share (which will be
our most recently disclosed NAV per share at such time) for that class of shares and actual upfront selling commissions and dealer manager fees per Class T, Class S and Class D share are a percentage of the transaction price and
(3) the upfront selling commission and dealer manager fees may be reduced in connection with certain categories of sales of Class T, Class S and Class D shares. Any reduction in upfront selling commissions and dealer manager fees
will be accompanied by a corresponding reduction in the Class T, Class S and Class D per share purchase price to the applicable stockholder, but will not affect the amounts available to us for investment. Because amounts in this table
are estimates, they may not accurately reflect the actual receipt or use of the offering proceeds.



We expect to use the net proceeds
of this offering to make investments in accordance with our investment strategy and policies, to provide liquidity to our stockholders and for general corporate purposes (which may include repayment of our debt or any other corporate purposes we
deem appropriate). The specific amounts of the net proceeds that are used for such purposes, and the priority of such uses, will depend on the amount of proceeds raised in this offering, the timing of our receipt of such proceeds and the best uses
of the proceeds at such time. Generally, our policy is to pay distributions from current or prior period cash flow from operations (except with respect to distributions related to sales of our assets). Our distribution policy is not to use the
proceeds of our offerings to make distributions. However, our charter permits us to pay distributions from any source, including offering proceeds or borrowings (which may constitute a return of capital), and our charter does not limit the amount of
funds we may use from any source to pay such distributions. From time to time, we may not pay distributions solely from our current or prior period cash flow from operations. Further, because we may receive income from interest or rents at various
times during our fiscal year and because we may need cash flow from operations during a particular period to fund capital expenditures and other expenses, we expect that, from time to time, we will declare distributions in anticipation of cash flow
that we expect to receive during a later period and we will pay these distributions in advance of our actual receipt of these funds. In these instances, we have funded our distributions with debt financings and we may utilize debt financing in the
future, if necessary, to fund at least a portion of our distributions. We may also fund distributions with proceeds from the sale of assets.



























































































































Maximum Offering


of $2,000,000,000




Gross Offering Proceeds

(1)




$

2,000,000,000




100%



Upfront Selling Commissions and Dealer Manager
Fees

(2)




$

41,497,704




2.07%



Other Organization and Offering
Expenses

(3)




$

13,349,300




0.67%



Additional Underwriting
Compensation

(4)




$

43,985,500




2.20%



Additional Underwriting Compensation Paid by Our Advisor

(4)




$

(37,610,500

)



(1.88)%




















Net Offering Proceeds

(5)




$

1,938,777,996




96.94%

























(1)

Gross offering proceeds include upfront selling
commissions and dealer manager fees that our dealer manager is entitled to receive (including any amounts that may be retained by, or reallowed (paid) to, participating broker-dealers). We intend to conduct a continuous offering of an unlimited
number of shares of our common stock over an unlimited time period by filing a new registration statement prior to the end of the three-year period described in Rule 415 under the Securities Act; however, in certain states this offering is subject
to annual extensions.




(2)

The table assumes that we
sell the maximum primary offering amount of $1,700,000,000 and the maximum dividend reinvestment plan offering amount of $300,000,000 and that 5% of the primary offering proceeds are from the sale of Class T shares, 65% of the primary offering
proceeds are from the sale of Class S shares, 5% of the primary offering proceeds are from the sale of Class D shares and 25% of the primary offering proceeds are from the sale of Class I shares. Because no sales commissions or dealer
manager fees are paid on shares sold in the dividend reinvestment plan, it is not necessary to make any assumptions regarding the number of shares of each class sold in the dividend reinvestment plan. For Class T shares sold in the primary
offering, the table includes upfront selling commissions of 3.0% of the transaction price and upfront dealer manager fees of 0.5% of the transaction price; however, such amounts may vary at certain participating broker-dealers, provided that the sum
will not exceed 3.5% of the transaction price. For Class S shares sold in the primary offering, the table includes upfront selling commissions of 3.5% of the transaction price. For Class D shares sold in the primary offering, the table
includes upfront selling commissions of 1.5% of the transaction price.





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Amounts presented in the table are less than 3.5% and 1.5%, as applicable, of gross proceeds because upfront selling commissions and dealer manager fees are calculated as 3.5% and 1.5%, as
applicable, of the transaction price (which excludes upfront selling commissions and dealer manager fees), which means that upfront selling commissions expressed as a percentage of the total investment (including upfront selling commissions and
dealer manager fees) are less than 3.5% and 1.5%, as applicable. We will also pay the following selling commissions over time as distribution fees to our dealer manager, subject to FINRA limitations on underwriting compensation: (a) for
Class T shares only, an advisor distribution fee of 0.65% per annum and a dealer distribution fee of 0.20% per annum of the aggregate NAV for the Class T shares, however, with respect to Class T shares sold through certain
participating broker-dealers, the advisor distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares, (b) for Class S shares
only, a distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and (c) for Class D shares only, a distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in
each case, payable monthly. No distribution fees will be paid with respect to the Class I shares. The total amount that will be paid over time for distribution fees depends on the average length of time for which shares remain outstanding, the
term over which such amount is measured and the performance of our investments. See “Plan of Distribution—Underwriting Compensation—Upfront Selling Commissions and Dealer Manager Fees” and “Compensation—Distribution
Fees.”




(3)

The other organization and
offering expense number shown above represents our estimate of expenses to be incurred by us in connection with this offering other than selling commissions, dealer manager fees, distribution fees and other items of underwriting compensation. See
“Compensation—Other Organization and Offering Expenses” for examples of the types of other organization and offering expenses we may incur.




(4)

We may pay directly or reimburse our advisor and our dealer manager if they pay, on our behalf, certain additional items of underwriting compensation
described in “Plan of Distribution– Underwriting Compensation.” In addition, our advisor may pay our dealer manager, without reimbursement by us, additional amounts in order to fund certain of our dealer manager’s costs and
expenses related to the distribution of the offering, as described in the “Plan of Distribution—Underwriting Compensation,” including compensation of certain registered employees of our dealer manager, reimbursements for customary
travel, lodging, meals and reasonable entertainment expenses and other actual costs of registered persons associated with our dealer manager incurred in the performance of wholesaling activities, as well as supplemental fees and commissions paid by
our dealer manager with respect to sales of shares as described under “Plan of Distribution—Underwriting Compensation—Supplemental Fees and Commissions.”




(5)

If we fund additional underwriting compensation and
other organization and offering expenses entirely out of cash flow from operations (which would not reduce the net offering proceeds), then as a percentage of the NAV of the shares sold (measured as of the date of sale), approximately 97.93% of the
proceeds will be available to us. We expect to use the net proceeds of this offering to make investments in accordance with our investment strategy and policies, to provide liquidity to our stockholders and for general corporate purposes (which may
include repayment of our debt or any other corporate purposes we deem appropriate).



In the aggregate, underwriting compensation from
all sources, including upfront selling commissions, dealer manager fees, distribution fees and other underwriting compensation, will not exceed 10% of the gross proceeds from our primary offering. After the termination of the primary offering and
again after termination of the offering under our dividend reinvestment plan, our advisor has agreed to reimburse us to the extent that the cumulative organization and offering expenses that we incur (including underwriting compensation) exceed 15%
of our gross proceeds from the applicable offering.





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INVESTMENT OBJECTIVES AND STRATEGIES




General



We have acquired and manage
a diverse portfolio of core real estate properties, and we will continue to focus our investment activities on expanding our existing high-quality real estate portfolio throughout the U.S. As of September 30, 2020, our real estate portfolio was
composed of 18 office properties and one

mixed-use

office/retail property encompassing in the aggregate approximately 7.8 million rentable square feet and was collectively 88% occupied. In addition, we
had originated one real estate loan receivable secured by a deed of trust in May 2020, which was paid off in full on December 11, 2020. We also own an investment in the equity securities of Prime US REIT, a Singapore real estate investment trust
listed on the SGX-ST.



We consider core properties to be existing properties with at least 80% occupancy. Based on the current market
outlook, we expect our core focus in the U.S. office sector to reflect a value-creating core strategy, which is also known as a core-plus strategy. In many cases, these core properties will have slightly higher (10% to 20%) vacancy rates and/or
higher near-term lease rollover at acquisition than more conservative value maintaining core properties. These characteristics provide us with opportunities to lease space at higher rates, especially in markets with increasing absorption, or to

re-lease

space in these properties at higher rates, bringing below market rates of

in-place

expiring leases up to market rates. Many of these properties will require a
moderate level of additional investment for capital expenditures and tenant improvement costs in order to improve or rebrand the properties and increase rental rates. Thus, we believe these properties provide an opportunity for us to achieve more
significant capital appreciation by increasing occupancy, negotiating new leases with higher rental rates and/or executing enhancement projects. Our value-creating core strategy is generally lower risk relative to an enhanced return or opportunistic
strategy because from the date of acquisition core properties generally provide better cash flow, have less near-term lease rollover, and require less investment than enhanced return or opportunistic properties. Core properties therefore have less
potential for adverse outcomes relative to enhanced return and opportunistic properties. We may make our investments through the acquisition of individual assets or by acquiring portfolios of assets, other REITs or real estate companies. We plan to
diversify our portfolio by geographic region, investment size and investment risk with the goal of acquiring a portfolio of income-producing assets that provides attractive and stable returns to our investors.



Our primary investment objectives are:













•



to preserve and return our stockholders’ capital contribution;














•



to provide our stockholders with current income in the form of attractive and stable cash distributions;














•



to realize appreciation in NAV from proactive investment and asset management; and














•



to provide a real estate investment alternative with lower expected volatility relative to public real estate
companies whose securities trade daily on a stock exchange.




We will also seek to realize growth in the value of our
investments by timing asset sales to maximize their value.



We cannot assure you that we will achieve our investment objectives. See the
“Risk Factors” in this prospectus.



Our board of directors may revise our investment policies, which we describe in more detail
below, without the approval of our stockholders. The conflicts committee will review our investment policies at least annually to determine whether our policies are in the best interests of our stockholders. Our charter requires that the conflicts
committee include the basis for its determination in its minutes and in an annual report delivered to our stockholders.




Acquisition and Investment
Policies





Investment Focus




We intend to focus our investment activities on the acquisition and management of a diverse portfolio of real estate investments, consisting
primarily of core real estate properties. We plan to diversify our portfolio by geographic region, investment size and investment risk with the goal of acquiring a portfolio of income-producing real estate investments that provides attractive and
stable returns to our investors.



Although this is our current focus, we may make adjustments to our target portfolio based on real estate
market conditions and investment opportunities. We will not forego a good investment because it does not precisely fit our expected portfolio





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composition. We believe that we are most likely to meet our investment objectives through the careful selection and underwriting of assets. When making an acquisition, we will emphasize the
performance and risk characteristics of that investment, how that investment will fit with our portfolio-level performance objectives, the other assets in our portfolio and how the returns and risks of that investment compare to the returns and
risks of available investment alternatives. Thus, to the extent that our advisor presents us with what we believe to be good investment opportunities that allow us to meet the REIT requirements under the Internal Revenue Code, our portfolio
composition may vary from what we initially expect. In fact, we may invest in whatever types of real estate or real-estate related assets we believe are in our best interests. However, we will attempt to construct a portfolio that produces stable
and attractive returns by spreading risk across different real estate investments.





Investments in Real Properties




Our primary investment focus is core real estate properties. We consider core properties to be existing properties with at least 80%
occupancy. Based on the current market outlook, we expect our core focus in the U.S. office sector to reflect a value-creating core strategy, which is also known as a core-plus strategy. In many cases, these core properties will have slightly higher
(10% to 20%) vacancy rates and/or higher near-term lease rollover at acquisition than more conservative value-maintaining core properties. These characteristics provide us with opportunities to lease space at higher rates, especially in markets with
increasing absorption, or to

re-lease

space in these properties at higher rates, bringing below-market rates of

in-place

expiring leases up to market rates. Many of
these properties will require a moderate level of additional investment for capital expenditures and tenant improvement costs in order to improve or rebrand the properties and increase rental rates. Thus, we believe these properties provide an
opportunity for us to achieve more significant capital appreciation by increasing occupancy, negotiating new leases with higher rental rates and/or executing enhancement projects. Our value-creating core strategy is generally lower risk relative to
an enhanced return or opportunistic strategy because from the date of acquisition core properties generally provide better cash flow, have less near-term lease rollover and require less investment than enhanced return or opportunistic properties.
Core properties therefore have less potential for adverse outcomes relative to enhanced return and opportunistic properties.



We expect to
focus our investments in real properties in office properties located throughout the United States. The primary types of office properties we intend to invest in include

low-rise,


mid-rise

and high-rise office buildings and office parks in urban and suburban locations, especially those that are in or near central business districts or have access to transportation. In addition, we may
consider acquiring industrial properties (including warehouse and distribution facilities, office/warehouse flex properties, research and development properties and light industrial properties) and retail properties. Although this is our primary
investment focus, we may make adjustments to our investment focus based on real estate market conditions and investment opportunities.



We
will generally hold fee title to or a long-term leasehold estate in the properties we acquire. We may also invest in or acquire operating companies or other entities that own and operate assets that meet our investment objectives. We will make
investments in other entities when we consider it more efficient to acquire an entity that already owns assets meeting our investment objectives than to acquire such assets directly. We have also made investments through joint ventures, and in the
future we may enter into other joint ventures, partnerships and

co-ownership

arrangements (including preferred equity investments) or participations for the purpose of obtaining interests in real estate
properties and for the development or improvement of properties.



Our advisor intends to diversify our real estate property investments by
geographic region, investment size and investment risk. We will focus on markets where

KBS-affiliated

entities have an established market presence, market knowledge and access to potential investments, as well
as an ability to direct property management and leasing operations efficiently. We will review and change our target markets periodically in response to changing market opportunities and to maintain a diverse portfolio. Economic and real estate
market conditions vary widely both region to region and among different property types within each region and submarket, and we intend to spread our investments both across regions and among the submarkets within regions.



Our advisor develops a well-defined exit strategy for each investment we make and periodically performs a hold-sell analysis on each asset.
Economic and market conditions may influence us to hold our assets for different periods of time. See “—Disposition Policies.”



Also, in connection with the Singapore Transaction (defined herein), our board of directors and conflicts committee adopted the asset
Allocation Process proposed by our advisor and KBS Realty Advisors. See “Conflicts of Interest – Our Affiliates’ Interests in Other

KBS-Sponsored

Programs and

KBS-Advised

Investors – Allocation of Investment Opportunities.”




Conditions to
Closing Real Property Investments.

Our advisor performs a diligence review on each property that we purchase. As part of this review, our advisor obtains an environmental site assessment for each proposed acquisition (which at a minimum includes
a Phase I environmental assessment). We will not close the purchase of any property unless we are generally satisfied with the environmental status of the property. All of our property acquisitions are also supported by an appraisal prepared by





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a competent, independent appraiser who is a


member-in-good


standing of the Appraisal Institute. Our investment
policy currently provides that the purchase price of each property will not exceed its appraised value at the time of our acquisition of the property. Appraisals, however, are estimates of value and should not be relied upon as measures of true
worth or realizable value. We will also generally seek to condition our obligation to close the purchase of any investment on the delivery of certain documents from the seller or developer. Such documents include, where available:













•



plans and specifications;














•



surveys;














•



evidence of readily transferable title to the proposed investment property, subject to such liens and
encumbrances as are acceptable to our advisor;














•



title insurance policies; and














•



financial statements covering recent operations of properties that have operating histories.





Tenant Improvements.

We anticipate that tenant improvements required at the time of our acquisition
of a property will be funded from our offering proceeds and financings. However, at such time as a tenant of one of our properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely that, in order to
attract new tenants, we will be required to expend substantial funds for tenant improvements and tenant refurbishments to the vacated space, which may be funded from borrowings and offering proceeds, including proceeds from our dividend reinvestment
plan.




Terms of Leases

.  We expect that the vast majority of the leases we enter will provide for tenant reimbursement of
operating expenses. Operating expenses typically include real estate taxes, special assessments, insurance, utilities, common area maintenance and some building repairs. We also intend to include provisions in our leases that increase the amount of
base rent payable at various points during the lease term and/or provide for the payment of additional rent calculated as a percentage of a tenant’s gross sales above predetermined thresholds. However, the terms and conditions of any leases we
acquire as part of an acquisition of a property or into which we enter with respect to the properties we acquire may vary substantially from those described. We will describe the terms of leases on properties we acquire by means of a supplement to
this prospectus where and to the extent we believe such terms are material to a decision to purchase shares in this offering.




Tenant
Creditworthiness.

We will execute new tenant leases and tenant lease renewals, expansions and extensions with terms dictated by the current submarket conditions and the verifiable creditworthiness of each particular tenant. We will
use a number of industry credit rating services to determine the creditworthiness of potential tenants and any personal guarantor or corporate guarantor of each potential tenant. The reports produced by these services will be compared to the
relevant financial data collected from these parties before consummating a lease transaction. Relevant financial data from potential tenants and guarantors includes income statements and balance sheets for the current year and for prior periods, net
worth or cash flow statements of guarantors and other information we deem relevant. Third-party brokers will handle the

lease-up

of our properties with the supervision, support and assistance of the KBS
Capital Advisors asset manager that is responsible for managing the

lease-up

and operation of the property through its sale.





Other Possible Investments




Although we expect that most of our investments will be of the types described above, we may make other investments. For example, as of
September 30, 2020, we owned one real estate loan receivable secured by a deed of trust, which was paid off in full on December 11, 2020, and an investment in the equity securities of Prime US REIT. For purposes of the December 7, 2020
estimated value per share, we valued our investment in units of Prime US REIT at $203.5 million, based on the closing trading price of the units of Prime US REIT on the SGX-ST as of December 1, 2020 less a discount for blockage due to the quantity
of units held by us relative to the normal level of trading volume in Prime US REIT units. As of December 7, 2020, we owned 289,561,899 units of Prime US REIT, which represented 27.4% of the outstanding units of Prime US REIT.



In the future, we may make additional investments in other property types such as apartments or hotels. We may invest in enhanced return
properties, which are higher-yield and higher-risk investments than core real estate properties. Examples of enhanced-return properties that we may acquire and reposition include: properties with higher vacancies or near-term lease rollovers
relative to core properties; poorly managed and positioned properties; properties owned by distressed sellers; and


built-to-suit


properties. We may also acquire
properties that are

mixed-use

properties, properties that are under development or construction, undeveloped land, options to purchase properties and other real estate-related assets. We may enter into
arrangements with the seller or developer of a property whereby the seller or developer agrees that if, during a stated period, the property does not generate a specified cash flow, the seller or developer will pay in cash to us a sum necessary to
reach the specified cash flow level, subject in





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some cases to negotiated dollar limitations. In fact, we may invest in whatever types of interests in real estate that we believe are in our best interests. Although we can purchase any type of
interest in a real estate investment, our charter does limit certain types of investments. See “—Charter-imposed Investment Limitations.” We do not intend to underwrite securities of other issuers.



We may also invest in real estate-related investments, including mortgage, mezzanine, bridge and other loans; debt and derivative securities
related to real estate assets, including mortgage-backed securities; and equity securities such as common stocks, preferred stocks and convertible preferred securities of other REITs and real estate companies.




Investment Decisions and Asset Management: The KBS Approach



Within our investment policies and objectives, our advisor has substantial discretion with respect to the selection of specific investments
and the purchase and sale of our assets. Our charter provides that all proposed real estate investments must be approved by at least a majority of our board of directors, including a majority of the conflicts committee. Unless otherwise provided by
our charter, the conflicts committee may approve a proposed investment without action by the full board of directors if the approving members of the conflicts committee constitute at least a majority of our board of directors. The conflicts
committee will review our investment policies at least annually to determine whether our investment policies continue to be in the best interests of our stockholders.



KBS Capital Advisors believes that successful real estate investment requires the implementation of strategies that permit favorable
purchases, effective asset management and timely disposition of those assets. As such, KBS Capital Advisors has developed a disciplined investment approach that combines the experience of its team of real estate and debt finance professionals with a
structure that emphasizes thorough market research, stringent underwriting standards and an extensive down-side analysis of the risks of each investment. The KBS approach also includes active and aggressive management of each asset acquired. KBS
Capital Advisors believes that active management is critical to creating value. Our advisor develops a well-defined exit strategy for each investment we make and periodically performs a hold-sell analysis on each asset. These periodic analyses focus
on the remaining available value enhancement opportunities for the asset, the demand for the asset in the marketplace, market conditions and our overall portfolio objectives to determine if the sale of the asset, whether via an individual sale or as
part of a portfolio sale or merger, would generate a favorable return to our stockholders. Economic and market conditions may influence us to hold our assets for different periods of time. We may sell an asset before the end of the expected holding
period if we believe that market conditions and asset positioning have maximized its value to us or the sale of the asset would otherwise be in the best interests of our stockholders.



Charles J. Schreiber, Jr., the Chairman of our Board, our Chief Executive Officer, our President and our affiliated director, has over 40
years of real estate experience. Mr. Schreiber works together with the KBS team of real estate and debt finance professionals in the identification, acquisition and management of our investments. The key real estate professionals at our advisor
include James Chiboucas and Marc DeLuca, each of whom has over 25 years of real estate experience, and Jeffrey K. Waldvogel and Giovanni Cordoves, each of whom has over 15 years of real estate experience. Each of them has been through multiple real
estate cycles in their careers. These seasoned professionals have the expertise gained through

hands-on

experience in acquisitions and originations, financing, asset management, dispositions, development,
leasing, property management and portfolio management.



In an effort to both find better investment opportunities and enhance the
performance of those investments, KBS Capital Advisors utilizes a market-focused structure. KBS Capital Advisors has divided the country into two regions: the Eastern and Western United States. Each region has a regional president who is responsible
for executing our investment strategy. Asset managers are typically responsible for investments in only a few markets, which allows them to have

in-depth

knowledge of each market for which they are
responsible. This focus also allows the asset managers to establish networks of relationships with each market’s leasing and investment brokers and owners. We believe this regionally-aligned organization that emphasizes local market knowledge
provides better investment selection at acquisition, quicker

lease-up

of vacant space, better investment operating performance and more timely execution of a sale.



To execute our advisor’s disciplined investment approach, a team of its real estate and debt finance professionals takes responsibility
for the business plan of each investment. The following practices summarize KBS Capital Advisors’ investment approach:













•




National Market

Research — The investment team extensively researches the acquisition and
underwriting of each investment, utilizing both real time market data and the transactional knowledge and experience of KBS Capital Advisors’ network of professionals.






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•




Underwriting Discipline

— KBS Capital Advisors follows a tightly controlled and managed process to
examine all elements of a potential investment including, with respect to real property, its location, income-producing capacity, prospects for long-range appreciation, income tax considerations and liquidity. Only those assets meeting our
investment criteria will be accepted for inclusion in our portfolio. In an effort to keep an asset in compliance with those standards, the underwriting team remains involved through the investment life cycle of the asset and consults with our
advisor’s other real estate and debt finance professionals responsible for the asset. This team of experts reviews and develops comprehensive reports for each asset throughout the holding period.














•




Risk Management

— Risk management is a fundamental principle in our advisor’s construction of
our portfolio and in the management of each investment. Diversification by geographic region, investment size and investment risk is critical to controlling portfolio-level risk. Operating or performance risks arise at the investment level and often
require real estate operating experience to cure. KBS Capital Advisors’ real estate and debt finance professionals continuously review the operating performance of investments against projections and provide the oversight necessary to detect
and resolve issues as they arise.














•




Asset Management

— Prior to the purchase of an individual asset or portfolio, the asset managers work
closely with the regional president and the acquisition and underwriting teams to develop an asset business strategy. This is a forecast of the action items to be taken and the capital needed to achieve the anticipated returns. KBS Capital Advisors
reviews asset business strategies quarterly to anticipate changes or opportunities in the market during a given phase of a real estate cycle. KBS Capital Advisors designed this process to allow for realistic yet aggressive enhancement of value
throughout the investment period.





Joint Venture Investments



We have made investments through joint ventures, and in the future we may enter into other joint ventures, partnerships and

co-ownership

arrangements (including preferred equity investments) or participations for the purpose of obtaining interests in real estate properties and for the development or improvement of properties. Joint
venture investments permit us to own interests in properties without unduly restricting the diversity of our portfolio. In determining whether to invest in a particular joint venture, KBS Capital Advisors will evaluate the real estate investments
that such joint venture owns or is being formed to own under the same criteria described elsewhere in this prospectus for the selection of our investments.



KBS Capital Advisors will also evaluate the potential joint venture partner as to its financial condition, operating capabilities and
integrity. We may enter into joint ventures with third parties or other

KBS-sponsored

programs or affiliated entities; however, we may only enter into joint ventures with other

KBS-sponsored

programs or affiliated entities if a majority of the board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the transaction concludes that
the transaction is fair and reasonable to us and on substantially the same terms and conditions as those received by the other joint venturers. At such time during the term of this offering that KBS Capital Advisors believes that there is a
reasonable probability that we will enter into a joint venture for the acquisition of a significant investment, we will supplement this prospectus to disclose the terms of such proposed transaction. You should not rely upon such initial disclosure
of any proposed transaction as an assurance that we will ultimately consummate the proposed transaction or that the information we provide in any supplement to this prospectus concerning any proposed transaction will not change after the date of the
supplement.



We have not established the specific terms we will require in the joint venture agreements we may enter. Instead, we will
establish the terms with respect to any particular joint venture agreement on a


case-by-case


basis after our board of directors considers all of the relevant facts, such
as the nature and attributes of our other potential joint venture partners, the proposed structure of the joint venture, the nature of the operations, the liabilities and assets associated with the proposed joint venture and the size of our interest
when compared to the interests owned by other partners in the venture. With respect to any joint venture we enter, we expect to consider the following types of concerns and safeguards:













•



Our ability to manage and control the joint venture. — We will consider whether we should obtain certain
approval rights in joint ventures we do not control. For proposed joint ventures in which we are to share control with another entity, we will consider the procedures to address decisions in the event of an impasse.














•



Our ability to exit a joint venture. — We will consider requiring buy/sell rights, redemption rights or
forced liquidation rights.














•



Our ability to control transfers of interests held by other partners to the venture. — We will consider
requiring consent provisions, a right of first refusal and/or forced redemption rights in connection with transfers.






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Borrowing Policies



We may use borrowed funds to: finance acquisitions of new real estate investments; pay for property improvements, repairs and tenant
build-outs to properties and other capital expenditures; refinance existing indebtedness; pay distributions; fund the redemption or repurchase of our shares or provide working capital. Careful use of debt will help us to achieve our diversification
goals because we will have more funds available for investment. Our investment strategy is to utilize primarily secured and possibly unsecured debt to finance our investment portfolio. We may elect to secure financing subsequent to the acquisition
date of real estate investments and initially acquire investments without debt financing. To the extent that we do not finance our properties, our ability to acquire additional real estate investments will be restricted.



We expect our debt financing and other liabilities to be between 45% and 65% of the cost of our tangible assets (before deducting depreciation
or other

non-cash

reserves). There is no limitation on the amount we may borrow for the purchase of any single asset. Our charter limits our aggregate borrowings to 300% of our net assets, which approximates
aggregate liabilities of 75% of the cost of our tangible assets (before deducting depreciation or other

non-cash

reserves), meaning that our borrowings and other liabilities may exceed our maximum target
leverage of 65% of the cost of our tangible assets without violating the borrowing restrictions in our charter. We may exceed our charter limit only if a majority of the conflicts committee approves each borrowing in excess of our charter limitation
and we disclose such borrowings to our stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. For example purposes only, substantial justification could be found by
the conflicts committee for reasons including, but not limited to, the following: (i) if the value of our portfolio declined and new borrowings were necessary to repay existing obligations; (ii) to pay sufficient distributions to maintain
our REIT status; or (iii) to buy a property where an exceptional acquisition opportunity presents itself and the terms of the debt and nature of the property are such that the debt does not materially increase the risk that we would become
unable to meet our financial obligations as they became due. To the extent financing in excess of our charter limit is available at attractive terms, the conflicts committee may approve debt in excess of the charter limit. From time to time, our
total liabilities could also be below 45% of the cost of our tangible assets due to the lack of availability of debt financing.



The form
of our indebtedness may be long-term or short-term, fixed or floating rate or in the form of a revolving credit facility. KBS Capital Advisors will seek to obtain financing on our behalf on the most favorable terms available. For a discussion of the
risks associated with the use of debt, see “Risk Factors—Risks Related with Debt Financing.”



Except with respect to the
borrowing limits contained in our charter, we may reevaluate and change our debt policy in the future without a stockholder vote. Factors that we would consider when reevaluating or changing our debt policy include: then-current economic conditions,
the relative cost and availability of debt and equity capital, any investment opportunities, the ability of our properties and other investments to generate sufficient cash flow to cover debt service requirements and other similar factors. Further,
we may increase or decrease our ratio of debt to book value in connection with any change of our borrowing policies.



Our charter provides
that we will not borrow from our advisor or its affiliates to purchase properties or make other investments unless a majority of our board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the
transaction approves the transaction as being fair, competitive and commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties. We anticipate that our board of directors and conflicts committee will make
this determination by (i) seeking to secure borrowings from third party lenders and comparing the terms offered by such third party lenders to the terms of proposed borrowings from our advisor or its affiliates, and (ii) reviewing publicly
available disclosure to determine borrowing terms secured by other similarly-situated real estate investment companies from third party lenders and comparing such terms to the terms of proposed borrowings from our advisor or its affiliates.




Operating Policies




Credit Risk
Management.

We may be exposed to various levels of credit and special hazard risk depending on the nature of our real estate investments and the nature and level of credit enhancements supporting those investments. Our advisor and our
executive officers will review and monitor credit risk and other risks of loss associated with each investment. In addition, we will seek to diversify our portfolio of assets to avoid undue geographic, industry and certain other types of
concentrations. Our board of directors will monitor our overall portfolio risk and levels of provision for loss.




Interest Rate
Risk Management

.  To the extent consistent with maintaining our qualification as a REIT, we will follow an interest rate risk management policy intended to mitigate the negative effects of major interest rate changes. We intend to
minimize our interest rate risk from borrowings through interest rate hedging activities.





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Hedging Activities

.  We enter into hedging transactions to offset the
potential adverse effects of rising interest rates under certain debt agreements. These transactions may include interest rate swaps, the purchase or sale of interest rate collars, caps or floors, options and other hedging instruments. These
instruments may be used to hedge as much of the interest rate risk as we determine is in the best interest of our stockholders, given the cost of such hedges and the need to maintain our qualification as a REIT. We may elect to bear a level of
interest rate risk that could otherwise be hedged when we believe, based on all relevant facts, that bearing such risk is advisable.




Equity Capital Policies.

Our board of directors may amend our charter from time to time to increase or decrease the
aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series without stockholder approval. After you purchase shares of our common stock in this offering, our board of directors
may elect, without stockholder approval, to: (1) sell additional shares in this or future public offerings; (2) issue shares of our common stock or units in our Operating Partnership in private offerings; (3) issue shares of our
common stock or units in our Operating Partnership to the advisor or the Special Limited Partner, or their successors or assigns, in payment of an outstanding obligation to pay fees for services rendered to us or the performance participation
allocation; or (4) issue shares of our common stock or units in our Operating Partnership to sellers of properties we acquire. To the extent we issue additional shares of common stock after your purchase in this offering, your percentage
ownership interest in us will be diluted. Because we hold all of our assets through the Operating Partnership, to the extent we issue additional units of our Operating Partnership after you purchase in this offering, your percentage ownership
interest in our assets will be diluted. Because certain classes of the units of our Operating Partnership may, in the discretion of our board of directors, be exchanged for shares of our common stock, any merger, exchange or conversion between our
Operating Partnership and another entity ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders. Because of these and other reasons, our
stockholders may experience substantial dilution in their percentage ownership of our shares or their interests in the underlying assets held by our Operating Partnership. Operating Partnership units may have different and preferential rights to the
claims of common units of our Operating Partnership which correspond to the common stock held by our stockholders.




Disposition Policies



Our advisor develops a well-defined exit strategy for each investment we make and periodically performs a hold-sell analysis on each asset.
These periodic analyses focus on the remaining available value enhancement opportunities for the asset, the demand for the asset in the marketplace, market conditions and our overall portfolio objectives to determine if the sale of the asset,
whether via an individual sale or as part of a portfolio sale or merger, would generate a favorable return to our stockholders. Economic and market conditions may influence us to hold our assets for different periods of time. We may sell an asset
before the end of the expected holding period if we believe that market conditions and asset positioning have maximized its value to us or the sale of the asset would otherwise be in the best interests of our stockholders.




Charter-imposed Investment Limitations



Our charter and our policy with respect to certain charter provisions place numerous limitations on us with respect to the manner in which we
may invest our funds or issue securities. See “Description of Capital Stock—Policy with Respect to Certain Charter Provisions.” Pursuant to our charter and our policy with respect to certain charter provisions, we will not:













•



incur aggregate borrowings in excess of 300% of our net assets, which approximates aggregate liabilities in
excess of 75% of the cost of our tangible assets (before deducting depreciation or other

non-cash

reserves), unless approved by a majority of the conflicts committee;














•



invest more than 10% of our total assets in unimproved property or mortgage loans on unimproved property, which
we define as an equity interest in real property that was not acquired for the purpose of producing rental or other operating income or on which there is no development or construction in progress or planned to commence within one year;














•



make or invest in mortgage loans unless an appraisal is available concerning the underlying property, except for
those mortgage loans insured or guaranteed by a government or government agency;














•



make or invest in mortgage loans, including construction loans, on any one property if the aggregate amount of
all mortgage loans on such property would exceed an amount equal to 85% of the appraised value of such property as determined by appraisal, unless substantial justification exists for exceeding such limit because of the presence of other
underwriting criteria;














•



acquire a real estate investment unless the combined acquisition fees and acquisition expenses incurred
connection with such investment are reasonable and do not exceed 6% of the contract purchase price for the property or, in the case of a loan, unless the combined acquisition or origination fees and acquisition or origination expenses in connection
with such investment are reasonable and do not exceed 6% of the funds advanced. This limit may only be exceeded if a majority of our board of directors (including a majority of the members of the conflicts committee) not otherwise interested in the






72










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transaction approves the fees and expenses and finds the transaction to be commercially competitive, fair and reasonable to us;














•



acquire equity securities unless a majority of our board of directors (including a majority of the members of the
conflicts committee) not otherwise interested in the transaction approves such investment as being fair, competitive and commercially reasonable, provided that investments in equity securities in publicly traded entities that are otherwise approved
by a majority of our board of directors (including a majority of the members of our conflicts committee) not otherwise interested in the transaction shall be deemed fair, competitive and commercially reasonable if we acquire the equity securities
through a trade that is effected in a recognized securities market (when we refer to a publicly traded entity, we are referring to any entity having securities listed on a national securities exchange or included for quotation on an inter-dealer
quotation system);














•



invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contract is in
recordable form and is appropriately recorded in the chain of title;














•



invest in commodities or commodity futures contracts, except for futures contracts when used solely for the
purpose of hedging in connection with our ordinary business of investing in real estate assets and mortgages;














•



issue equity securities on a deferred payment basis or other similar arrangement;














•



issue debt securities in the absence of adequate cash flow to cover debt service unless the historical debt
service coverage (in the most recently completed fiscal year), as adjusted for known changes, is sufficient to service that higher level of debt as determined by our board of directors or a duly authorized executive officer;














•



issue equity securities that are assessable after we have received the consideration for which our board of
directors authorized their issuance;














•



issue equity securities redeemable solely at the option of the holder, which restriction has no effect on our
share redemption program or the ability of our Operating Partnership to issue redeemable partnership interests; or














•



make distributions in kind, except for distributions of readily marketable securities, distributions of
beneficial interests in a liquidating trust established for our dissolution and the liquidation of our assets in accordance with the terms of our charter or distributions that meet all of the following conditions: (a) our board of directors
advises each stockholder of the risks associated with direct ownership of the property, (b) our board of directors offers each stockholder the election of receiving such

in-kind

distributions and

(c) in-kind

distributions are made only to those stockholders who accept such offer.




In addition, our charter and our policy with respect to certain charter provisions include many other investment limitations in connection
with


conflict-of-interest


transactions, which limitations are described above under “Conflicts of Interest.” Our charter and our policy with respect to certain
charter provisions also include restrictions on

roll-up

transactions, which are described under “Description of Capital Stock—Restrictions on Roll-Up Transactions” below.




Investment Company Act Considerations



We intend to continue to conduct our operations so that neither we nor any of our subsidiaries will be required to register as an investment
company under the Investment Company Act. Under the relevant provisions of Section 3(a)(1) of the Investment Company Act, an investment company is any issuer that:













•



pursuant to Section 3(a)(1)(A), is or holds itself out as being engaged primarily, or proposes to engage
primarily, in the business of investing, reinvesting or trading in securities (the “primarily engaged test”); or














•



pursuant to Section 3(a)(1)(C), is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of such issuer’s total assets (exclusive of United States government securities and cash items)
on an unconsolidated basis (the “40% test”). “Investment securities” excludes United States government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on
the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).




Neither we nor our Operating Partnership should be required to register as an investment company under either of the tests above. With respect
to the 40% test, most of the entities through which we and our Operating Partnership own our assets are majority-owned subsidiaries that are not themselves investment companies and are not relying on the exceptions from the definition of investment
company under Section 3(c)(1) or Section 3(c)(7) (relating to private investment companies).





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With respect to the primarily engaged test, we and our Operating Partnership are holding
companies and do not intend to invest or trade in securities ourselves. Rather, through the majority-owned subsidiaries of our Operating Partnership, we and our Operating Partnership are primarily engaged in the

non-investment

company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real estate and real estate-related assets.



If any of the subsidiaries of our Operating Partnership fail to meet the 40% test, then we believe they will often be able to rely on
Section 3(c)(5)(C) of the Investment Company Act for an exception from the definition of an investment company. As reflected in

no-action

letters, the SEC staff’s position on Section 3(c)(5)(C)
generally requires that an issuer maintain at least 55% of its assets in “mortgages and other liens on and interests in real estate” or qualifying assets; at least 80% of its assets in qualifying assets plus real estate-related assets; and
no more than 20% of the value of its assets in other than qualifying assets and real estate-related assets. To constitute a qualifying asset under this 55% requirement, a real estate interest must meet various criteria based on

no-action

letters. We expect that any of the subsidiaries of our Operating Partnership relying on Section 3(c)(5)(C) will invest at least 55% of its assets in qualifying assets, with substantially all of its
remaining assets in other types of real estate-related assets. If any subsidiary relies on Section 3(c)(5)(C), then we expect to rely on guidance published by the SEC staff or on our analyses of guidance published with respect to types of
assets to determine which assets are qualifying real estate assets and real estate-related assets.



Pursuant to the language of
Section 3(c)(5)(C), we will treat an investment in real property as a qualifying real estate asset. In reliance on SEC staff published guidance, we take the view that certain mortgage loans, participations, mezzanine loans, convertible
mortgages, and other types of real estate-related loans in which we may invest are qualifying real estate assets. Thus, we intend to treat these investments, to the extent we make sure investments, as qualifying real estate assets.



If any subsidiary relies on Section 3(c)(5)(C), we expect to limit the investments that the subsidiary makes, directly or indirectly, in
assets that are not qualifying assets and in assets that are not real estate-related assets. In 2011, the SEC issued a concept release indicating that the SEC and its staff were reviewing interpretive issues relating to Section 3(c)(5)(C) and
soliciting views on the application of Section 3(c)(5)(C) to companies engaged in the business of acquiring mortgages and mortgage-related instruments. To the extent that the SEC or its staff provides guidance regarding any of the matters
bearing upon the exceptions we and our subsidiaries rely on from registration as an investment company, we may be required to adjust our strategy accordingly. Any guidance from the SEC or its staff could further inhibit our ability to pursue the
strategies we have chosen.





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INVESTMENTS IN REAL PROPERTIES AND REAL ESTATE-RELATED
INVESTMENTS




Real Estate Portfolio



As of September 30, 2020, our real estate portfolio was composed of 18 office properties and one

mixed-use

office/retail property encompassing in the aggregate approximately 7.8 million rentable square feet and was collectively 88% occupied. In addition, we had originated one real estate loan
receivable secured by a deed of trust in May 2020, which was paid off in full on December 11, 2020. We also own an investment in the equity securities of Prime US REIT, a Singapore real estate investment trust listed on the SGX-ST.



The following charts illustrate the geographic diversification of our real estate properties based on total leased square feet and total
annualized base rent as of September 30, 2020:







LOGO





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LOGO








(1)

Annualized base rent represents annualized contractual base rental income as of September 30,
2020, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.



We have a stable tenant base and we have tried to diversify our tenant base in order to limit exposure to any one tenant or industry. Our top
ten tenants leasing space in our real estate portfolio represented approximately 24% of our total annualized base rent as of September 30, 2020. The chart below illustrates the diversity of tenant industries in our real estate portfolio based
on total annualized base rent as of September 30, 2020:





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LOGO








(1)

Annualized base rent represents annualized contractual base rental income as of September 30,
2020, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.



* “Other” includes any industry less than 3% of total.



As of September 30, 2020, our real estate portfolio was composed of 18 office properties and one

mixed-use

office/retail property encompassing in the aggregate approximately 7.8 million rentable square feet and was collectively 88% occupied with a weighted-average remaining lease term of 4.8
years. We acquired each of these properties from third parties unaffiliated with us or our advisor. The following table provides summary information regarding the properties owned by us as of September 30, 2020:












































































































































































































































































































































































































Property/ Location


of Property





Date


Acquired




Property Type




Rentable




Square




Feet





Total Real


Estate at Cost

(1)



(in thousands)





Annualized


Base Rent

(2)





(in thousands)





Average


Annualized Base


Rent per Square


Foot

(3)






Average


Remaining Lease


Term in Years





% of Total


Assets





Occupancy



Domain Gateway


Austin, TX




09/29/2011


Office



183,911



$

67,019



$

7,816



$

42.50




12.4




2.1%



100.0%


Town Center


Plano, TX




03/27/2012


Office



522,043




129,410




12,693




27.28




4.3




3.5%



89.1%


McEwen Building


Franklin, TN




04/30/2012


Office



175,262




37,974




4,245




28.87




3.1




1.1%



83.9%


Gateway Tech Center


Salt Lake City,


UT




05/09/2012


Office



210,256




29,518




5,169




27.35




5.5




0.8%



89.9%


RBC Plaza


Minneapolis, MN




01/31/2013


Office



710,332




154,513




13,913




20.60




3.8




4.0%



95.1%


Preston Commons


Dallas, TX




06/19/2013


Office



427,799




131,510




9,181




26.11




4.2




4.0%



82.2%


Sterling Plaza


Dallas, TX




06/19/2013


Office



313,610




84,693




8,111




26.47




3.8




2.5%



97.7%


201 Spear Street


San Francisco, CA




12/03/2013


Office



252,591




149,339




18,443




75.64




4.9




4.8%



96.5%


Accenture Tower

(4)



Chicago, IL




12/16/2013


Office



1,457,724




455,677




32,832




27.88




6.0




13.6%



80.8%




77










Table of Contents
















































































































































































































































































































































































































































































































































Property/ Location


of Property





Date


Acquired




Property Type




Rentable




Square




Feet





Total Real


Estate at Cost

(1)



(in thousands)





Annualized


Base Rent

(2)





(in thousands)





Average


Annualized Base


Rent per Square


Foot

(3)






Average


Remaining Lease


Term in Years





% of Total


Assets





Occupancy



Anchor Centre


Phoenix, AZ




05/22/2014


Office



333,014




97,484




8,989




28.97




3.1




2.8%



93.2%


Ten Almaden


San Jose, CA




12/05/2014


Office



309,255




127,227




13,610




48.51




3.8




3.9%



90.7%


Towers at


Emeryville

(5)



Emeryville,
CA




12/23/2014


Office



593,484




209,141




22,805




48.25




3.0




6.5%



79.6%


3003 Washington


Boulevard


Arlington, VA




12/30/2014


Office



211,054




151,372




12,350




59.54




7.6




4.7%



98.3%


Park Place Village


Leawood, KS




06/18/2015


Office/Retail



484,002




76,875




11,950




30.81




6.6




2.9%



80.1%


201 17th Street


Atlanta, GA




06/23/2015


Office



355,870




104,003




10,359




30.60




6.2




3.1%



95.1%


515 Congress


Austin, TX




08/31/2015


Office



263,058




125,254




7,778




35.30




3.3




4.0%



83.8%


The Almaden


San Jose, CA




09/23/2015


Office



416,126




185,080




17,920




45.35




4.4




6.0%



95.0%


3001 Washington


Boulevard


Arlington, VA




11/06/2015


Office



94,836




60,848




5,101




53.79




8.0




2.0%



100.0%


Carillon


Charlotte, NC




01/15/2016


Office



488,277




159,223




12,330




28.11




2.9




5.1%



89.8%

































































7,802,504



$

2,536,160



$

235,595



$

34.21




4.76




77.4%



88.3%





































































(1)



Total real estate at cost represents the total cost of real estate net of write-offs of fully
depreciated/amortized assets.










(2)



Annualized base rent represents annualized contractual base rental income as of September 30, 2020,
adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.










(3)



Average annualized base rent per square foot is calculated as the annualized base rent divided by the leased
square feet.










(4)



This property was formerly known as 500 West Madison and was

re-named

Accenture Tower in connection with our

re-branding

strategy for this property.










(5)



On July 18, 2019, we sold one of the three buildings at this property.




We do not intend to make significant renovations or improvements to our real estate investments listed above in the near term. We believe that
our real estate investments are suitable for their respective intended purposes and adequately insured.




Portfolio Lease Expirations



The following table sets forth a schedule of expiring leases for our real estate portfolio by square footage and by annualized base rent as of
September 30, 2020:
















































































































































































































Year of Expiration





Number of Leases




Expiring





Annualized Base Rent




Expiring

(1)





(in thousands)





% of Portfolio




Annualized Base Rent




Expiring





Leased




Square Feet




Expiring







% of Portfolio




Leased Square Feet




Expiring




Month to Month








25








$




2,958











1.3%











192,961











2.8%







October 1, 2020 through


December 31,
2020








30











7,764











3.3%











281,665











4.1%







2021








112











19,104











8.1%











629,662











9.2%







2022








117











35,236











15.0%











1,127,107











16.4%







2023








90











29,701











12.6%











832,611











12.1%







2024








92











22,685











9.6%











651,339











9.5%









78










Table of Contents


































































































































































































































































2025








55











17,525











7.4%











455,473











6.6%







2026








41











18,989











8.1%











497,460











7.3%







2027








41











15,351











6.5%











529,339











7.7%







2028








19











9,474











4.0%











293,196











4.3%







2029








11











19,878











8.4%











394,430











5.8%







Thereafter





29




36,930




15.7%




974,353




14.2%












































Total








662








$




235,595











100.0%











6,859,596











100.0%





















































(1)

Annualized base rent represents annualized contractual base rental income as of September 30,
2020, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.





Significant Tenants and Industry Concentrations




As of September 30, 2020, our portfolio’s highest tenant industry concentrations (greater than 10% of annualized base rent)
were as follows:





































































Industry





Number of


Tenants




Annualized Base Rent

(1)





(in thousands)





Percentage of




Annualized Base Rent




Finance




125


$

44,816




19.0%



Real Estate




60



27,101




11.5%








(1)

Annualized base rent represents annualized contractual base rental income as of September 30,
2020, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.



As of September 30, 2020, no other tenant industries accounted for more than 10% of annualized base rent and no tenant accounted for more
than 10% of the annualized base rent.




Real Estate-Related Investments



As of September 30, 2020, we, through an indirect wholly owned subsidiary, had originated one real estate loan receivable as follows (dollars
in thousands):










































































































Loan Name/Location of Related Property


or Collateral





Date


Acquired /


Originated






Property


Type




Loan


Type




Payment


Type




Outstanding


Principal


Balance




as of


September 30,


2020

(1)





Purchase /


Origination


Price

(2)





Book Value


as of


September 30,


2020

(3)






Loan-to-



Value




Contractual


Interest


Rate

(4)





Annualized


Effective


Interest


Rate

(4)





Maturity


Date



Hardware Village First Mortgage/ Salt Lake City, Utah




05/07/2020


Apartment


Mortgage


Interest


Only

(5)



$150,213


$150,213


$148,290


84%

(6)



Higher of


3.95% or



one-month



LIBOR


+3.50%


5.34%


05/06/2021





(1)

Outstanding principal balance as of September 30, 2020 represents original principal balance outstanding under the loan and does not include origination costs.




(2)

Purchase/origination price represents the amount funded by us to acquire or originate the loan and does
not include origination costs.




(3)

Book value represents outstanding principal balance, adjusted for
unamortized origination discounts and origination costs and net of an allowance for credit losses. During the nine months ended September 30, 2020, we recorded a provision for credit loss of $0.7 million, applying a probability-of-default method to
measure the allowance for credit losses.




(4)

Contractual interest rate is the stated interest rate on
the face of the loan. Annualized effective interest rate is calculated as the actual interest income recognized in 2020, using the interest method, annualized and divided by the average amortized cost basis of the investment during 2020. The
annualized effective interest rate and contractual interest rate presented are as of September 30, 2020.




(5)

Monthly payments are interest only, with the outstanding principal due and payable at maturity on May
6, 2021; however, the buyer/borrower can prepay the outstanding principal and any unpaid accrued interest at any time without fee, premium or penalty.




(6)

At origination, the loan-to-value ratio was 84%, based upon the amount funded at origination (excluding origination costs) and the “as-is” appraised value of the building securing the
loan. Appraisals are based on numerous estimates, judgments and assumptions that significantly affect the appraised value of the underlying property. In addition, the value of the property will change over time.



On December 11, 2020, the borrower on the Hardware Village First Mortgage exercised its prepayment option available under the promissory note,
pursuant to which the borrower paid off the entire outstanding principal balance and accrued interest in the amount of $150.4 million, without fee, premium or penalty. See below, “—Payoff of the Hardware Village First Mortgage”



In addition, as of September 30, 2020, we owned an investment in the equity securities of Prime US REIT. For purposes of the December 7, 2020
estimated value per share, we valued our investment in units of Prime US REIT at $203.5 million, based on the closing trading price of the units of Prime US REIT on the SGX-ST as of December 1, 2020 less a discount for blockage due to the quantity
of units held by us relative to the normal level of trading volume in Prime US REIT units. As of December 7, 2020, we owned 289,561,899 units of Prime US REIT, which represented 27.4% of the outstanding units of Prime US REIT.




Financings



As of September 30, 2020
and December 31, 2019, our notes payable consisted of the following (dollars in thousands):












































































































































































































































































































































































































































































Book Value as of


September 30,


2020





Book Value as of


December 31,


2019





Contractual


Interest Rate as of


September 30,


2020

(1)






Effective


Interest Rate as of


September 30,


2020

(1)






Payment Type





Maturity Date

(2)





Anchor Centre Mortgage Loan

(


3)








$





48,590











$





49,043


























One-month


LIBOR + 1.50















%































1.65













%

























Principal & Interest




















12/1/2020



201 17th Street Mortgage Loan

(4)











—








64,750













(4)






(4)






(4)






(4)




The Almaden Mortgage Loan












93,000
















93,000
















4.20





%











4.20





%











Interest Only












01/01/2022



201 Spear Street Mortgage Loan












125,000
















125,000


















One-month


LIBOR + 1.45







%











1.60





%











Interest Only












01/05/2024



Carillon Mortgage Loan












111,000
















111,000


















One-month


LIBOR +1.40







%











1.55





%











Interest Only












04/11/2024



Portfolio Loan
Facility

(5)















683,225
















684,225


















One-month


LIBOR + 1.80







%











1.95





%











Interest Only












11/03/2020



Modified Portfolio Revolving Loan Facility

(6)















292,622
















196,113


















One-month


LIBOR + 1.50







%











1.65





%











Interest Only












03/01/2023



3001 & 3003 Washington Mortgage Loan












143,245
















143,245


















One-month


LIBOR + 1.45







%











1.60





%







Interest Only

(7)





06/01/2024




































Total notes payable principal outstanding







$





1,496,682











$

1,466,376



















Deferred financing costs, net












(4,557





)







(6,497

)



















































Total Notes Payable, net







$





1,492,125











$

1,459,879























































(1)

Contractual interest rate represents the interest rate in effect under the loan as of September 30, 2020. Effective interest rate is calculated as the actual interest rate in effect as of September
30, 2020, consisting of the contractual interest rate and using interest rate indices as of September 30, 2020, where applicable.




(2)

Represents the maturity date as of September 30, 2020; subject to certain conditions, the maturity dates of certain loans may be extended beyond the dates shown.




(3)

As of September 30, 2020, the Anchor Centre Mortgage Loan has one six-month extension option to June 1,
2021, subject to conditions contained in the loan modification agreement.




(4)

On January 23, 2020, the
201 17th Street Mortgage Loan was paid off and the 201 17th Street property was added to the collateral of the Modified Portfolio Revolving Loan Facility.




(5)

As of September 30, 2020, the Portfolio Loan Facility was secured by RBC Plaza, Preston Commons, Sterling Plaza, Towers at Emeryville, Ten Almaden, Town Center and Accenture Tower. As of September
30, 2020, the face amount of the Portfolio Loan Facility was $911.0 million, of which $683.2 million was term debt and $227.8 million was revolving debt. As of September 30, 2020, the outstanding balance under the loan consisted of $683.2 million of
term debt. As of September 30, 2020, an additional $227.8 million of revolving debt remained available for immediate future disbursements, subject to certain conditions set forth in the loan agreement. Subsequent to September 30, 2020, we released
Accenture Tower as security from the Portfolio Loan Facility and exercised a one-year extension option to extend the maturity date to November 3, 2021. There is an additional one-year extension option remaining on the Portfolio Loan Facility.




(6)

As of September 30, 2020, the Modified Portfolio Revolving Loan Facility was secured by 515 Congress,
Domain Gateway, the McEwen Building, Gateway Tech Center and 201 17th Street. As of September 30, 2020, the face amount of the Modified Portfolio Revolving Loan Facility was $325.0 million, of which $162.5 million was term debt and $162.5 million
was revolving debt. As of September 30, 2020, a total of $292.6 million was funded under the Modified Portfolio Revolving Loan Facility, of which $162.5 million was term debt and $130.1 million was revolving debt. As of September 30, 2020, an
additional $32.4 million of revolving debt was available upon satisfaction of certain conditions set forth in the loan documents. During the term of the Modified Portfolio Revolving Loan Facility, we have an option to increase the committed amount
of the Modified Portfolio Revolving Loan Facility up to four times with each increase of the committed amount to be at least $15.0 million but no greater than, in the aggregate, an additional $325.0 million so that the committed amount will not
exceed $650.0 million, of which 50% would be term debt and 50% would be revolving debt, with the addition of one or more properties to secure the loan, subject to certain terms and conditions contained in the loan documents. The Modified Portfolio
Revolving Loan Facility has two 12-month extension options, subject to certain terms, conditions and fees as described in the loan documents.




(7)

Represents the payment type required as of September 30, 2020. Certain future monthly payments due under the loan also include amortizing principal payments.



As of September 30, 2020, we had debt obligations in the aggregate principal amount of $1.5 billion, with a weighted-average
remaining term of 1.5 years. The maturity dates of certain loans may be extended beyond their current maturity date, subject to certain terms and conditions contained in the loan documents. Assuming our notes payable are fully extended under the
terms of the respective loan agreements and other loan documents, we have $48.6 million of notes payable maturing or amortization payments due during the 12 months ending September 30, 2021. We plan to exercise our extension options available under
our loan agreements or pay down or refinance the related notes payable prior to their maturity dates. As of September 30, 2020, we had a total of $93.0 million of fixed rate notes payable and $1.4 billion of variable rate notes payable. As
of September 30, 2020, the interest rates on $1.1 billion of our variable rate notes payable were effectively fixed through interest rate swap agreements (including one forward interest rate swap in the amount of $65.0 million, which became
effective in November 2020). The weighted-average interest rates of our fixed rate debt and variable rate debt as of September 30, 2020 were 4.2% and 3.1%, respectively. The weighted-average interest rate represents the actual interest rate in
effect as of September 30, 2020 (consisting of the contractual interest rate and the effect of interest rate swaps, if applicable), using interest rate indices as of September 30, 2020, where applicable. As of September 30, 2020, we
had $260.2 million of revolving debt available for immediate future disbursement under various loans, subject to certain conditions set forth in the loan agreements.



We have tried to spread the maturity dates of our debt to minimize maturity and refinance risk in our portfolio. In addition, a majority of
our debt allows us to extend the maturity dates, subject to certain conditions contained in the applicable loan documents. Although we believe we will satisfy the conditions to extend the maturity of our debt obligations, we can give no assurance in
this regard. The following table shows the current maturities, including principal amortization payments, of our debt obligations as of September 30, 2020 (in thousands):











































































October 1, 2020 through December 31, 2020





$




731,815







2021








—







2022








93,000







2023








292,622







2024








379,245


















$




1,496,682

















Financings Subsequent to September 30, 2020





Accenture Tower Revolving Loan




On November 2, 2020, we, through an indirect wholly owned subsidiary (the “Accenture Tower Borrower”), entered into a three-year
loan facility for a committed amount of up to $375.0 million (the “Accenture Tower Revolving Loan”), of which $281.3 million is term debt and $93.7 million is revolving debt. At closing, $281.3 million was funded, of which approximately
$210.3 million was used to pay down the Portfolio Loan Facility. Also, at closing, the revolving portion of $93.7 million remained available for future disbursements, subject to certain terms and conditions contained in the loan documents. Subject
to certain terms and conditions contained in the loan documents, the Accenture Tower Revolving Loan may be used for working capital, capital expenditures, real property acquisitions and other corporate purposes, provided that $30.0 million of the
revolving debt is to be used for tenant improvements and lease commissions related to the Accenture lease although this restriction is released as we complete such projects.



The Accenture Tower Revolving Loan matures on November 2, 2023, with two 12-month extension options, subject to certain terms and conditions
contained in the loan documents. The Accenture Tower Revolving Loan bears interest at a floating rate of 225 basis points over one-month LIBOR so long as the loan is subject to a lender provided swap. The Accenture Tower Revolving Loan includes
provisions for a “LIBOR Successor Rate” in the event LIBOR is unascertainable or ceases to be available. Monthly payments are interest only with the entire balance and all outstanding interest and fees due at maturity. We will have the
right to repay the loan in part and in whole subject to certain conditions contained in the loan documents.





Modified Portfolio Loan Facility




On November 3, 2017, we, through indirectly wholly owned subsidiaries, entered into a three-year loan facility for an amount of
up to $1.01 billion (the “Portfolio Loan Facility”), of which $757.5 million is term debt and $252.5 million is revolving debt. The Portfolio Loan Facility had an initial maturity date of November 3, 2020, with two 12-month extension
options, subject to certain terms and conditions contained in the loan documents.



On November 3, 2020, we, through indirect wholly owned
subsidiaries, entered into a loan extension and modification agreement (the “Modified Portfolio Loan Facility”) to (i) extend the maturity date of the Modified Portfolio Loan Facility to November 3, 2021 and (ii) modify the loan documents
to include provisions for a “LIBOR Successor Rate” in the event LIBOR is unascertainable or ceases to be available. As of November 3, 2020, the face amount of the Portfolio Loan Facility was $630.6 million, of which $472.9 million was term
debt and $157.7 million was revolving debt. As of November 3, 2020, the outstanding balance under the Portfolio Loan Facility consisted of $472.9 million of term debt. The entire revolving portion of the Portfolio Loan Facility remains available for
future disbursements, subject to certain terms and conditions contained in the loan documents. The Modified Portfolio Loan Facility has one additional 12-month extension option, subject to certain terms and conditions as described in the loan
documents. The Modified Portfolio Loan Facility is secured by RBC Plaza, Preston Commons, Sterling Plaza, Towers at Emeryville, Ten Almaden and Town Center. Accenture Tower was released as security from the loan in connection with the entry into the
Accenture Tower Revolving Loan.





Refinancing of The Almaden Mortgage Loan




On November 18, 2020, we, through an indirect wholly owned subsidiary (“The Almaden Borrower”), entered into a three-year mortgage
loan with a lender unaffiliated with us or our advisor (“The Almaden Lender”) for $123.0 million (the “Refinancing”). The Refinancing is secured by The Almaden building. At closing, $123.0 million of the Refinancing was funded,
of which $93.3 million was used to pay off the outstanding principal balance and accrued interest under The Almaden Mortgage Loan. The Refinancing matures on December 1, 2023 with two 12-month extension options, subject to certain terms, conditions
and fees as described in the loan documents. The Refinancing bears interest at a fixed rate of 3.65% for the initial term of the loan and a floating rate of 350 basis points over one-month LIBOR during the extension options, subject to a minimum
interest rate of 3.65%. The Refinancing includes provisions for a LIBOR successor rate in the event LIBOR is unascertainable or ceases to be available. Monthly payments are interest only with the entire balance and all outstanding interest and fees
due at maturity. During the initial term of the Refinancing, we will have the right to repay the Refinancing in full, but not in part, on or after December 1, 2021, subject to certain conditions and prepayment fees contained in the loan documents.





Anchor Centre Mortgage Loan Extension




On May 22, 2014, in connection with the acquisition of Anchor Centre, we, through an indirectly wholly owned subsidiary, entered into a
three-year secured mortgage loan with an unaffiliated lender for borrowings of up to $53.2 million secured by Anchor Centre (the “Anchor Centre Mortgage Loan”). The Anchor Centre Mortgage Loan had an initial maturity date of June 1, 2017,
with three one-year extension options, subject to certain terms and conditions contained in the loan documents.



On May 1, 2020, we,
through an indirect wholly owned subsidiary, entered into a loan modification agreement to extend the maturity date of the Anchor Centre Mortgage Loan to December 1, 2020 with one six-month extension option to June 1, 2021, subject to conditions
contained in the loan modification agreement. On December 1, 2020, we exercised the extension option available under the loan modification agreement and extended the maturity date of the Anchor Centre Mortgage Loan to June 1, 2021.





Payoff of the Hardware Village First Mortgage




On May 7, 2020, we, through a consolidated joint venture (the “Hardware Village Joint Venture”) sold a multi-family apartment
project (“Hardware Village”) to a buyer unaffiliated with the Hardware Village Joint Venture, us or our advisor, for a purchase price of $178.0 million, before third-party closing costs, credits and the disposition fee payable to our
advisor. The cost basis of our investment in Hardware Village, including the cost for us to buyout the joint venture partner’s interest in the Hardware Village Joint Venture as of May 7, 2020, was $134.7 million. The buyer of Hardware Village
paid the purchase price in a combination of approximately $27.8 million in cash and approximately $150.2 million in seller financing provided by one of our indirect wholly owned subsidiaries (the “Lender”). In connection with the sale and
seller financing, on May 7, 2020, the buyer entered into a promissory note with the Lender for $150.2 million. The promissory note was secured by a first mortgage on Hardware Village (the “Hardware Village First Mortgage”).



On December 11, 2020, the buyer/borrower on the Hardware Village First Mortgage exercised its prepayment option available under the promissory
note, pursuant to which the buyer/borrower paid off the entire outstanding principal balance and accrued interest in the amount of $150.4 million, without fee, premium or penalty. The Hardware Village First Mortgage had an original maturity date of
May 6, 2021.





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MANAGEMENT




Board of Directors



We operate under
the direction of our board of directors, the members of which are accountable to us and our stockholders as fiduciaries. Our board is responsible for the management and control of our affairs. Our charter and our policy with respect to certain
charter provisions provide that a majority of the seats on the board of directors shall be for independent directors. See “Description of Capital Stock—Policy with Respect to Certain Charter Provisions.” Unless otherwise specified,
all references to independent directors in this prospectus refer to compliance with the independent director criteria as specified in our charter, as set forth under “—Director Independence” below.



Our board has retained KBS Capital Advisors to manage our


day-to-day


operations and our portfolio of real estate investments, subject to our board’s supervision. Because of the conflicts of interest created by the
relationships among us, KBS Capital Advisors and various affiliates, many of the responsibilities of our board have been delegated to a committee that consists solely of independent directors. This committee is the conflicts committee and is
discussed below and under “Conflicts of Interest.”



Each director will serve until the next annual meeting of stockholders and
until his successor has been duly elected and qualified. The presence in person or by proxy of stockholders entitled to cast 50% of all the votes entitled to be cast on any matter at any stockholder meeting constitutes a quorum. Under our charter, a
majority of the shares present in person or by proxy at a meeting of stockholders at which a quorum is present is required for the election of the directors at a meeting of stockholders called for that purpose. This means that, of the shares present
in person or by proxy, a director nominee needs to receive affirmative votes from a majority of such shares in order to be elected to our board of directors. Therefore, if a nominee receives fewer “for” votes than “withhold”
votes in an election, then the nominee will not be elected.



Although our board of directors may increase or decrease the number of
directors, a decrease may not have the effect of shortening the term of any incumbent director. Any director may resign at any time. Any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a
majority of the shares then entitled to vote on the election of directors at any meeting of stockholders called expressly for that purpose. The notice of the meeting will indicate that the purpose, or one of the purposes, of the meeting is to
determine if the director(s) shall be removed.



Unless otherwise provided by Maryland law, our board of directors is responsible for
selecting its own nominees and recommending them for election by the stockholders, provided that the conflicts committee nominates replacements for any vacancies among the independent director positions. Unless filled by a vote of the stockholders
as permitted by the Maryland General Corporation Law, a vacancy that results from the removal of a director will be filled by a vote of a majority of the remaining directors. Any vacancy on our board of directors for any other cause will be filled
by a vote of a majority of the remaining directors, even if such majority is less than a quorum.



Our directors are accountable to us
and our stockholders as fiduciaries. This means that our directors must perform their duties in good faith and in a manner each director believes to be in our and our stockholders’ best interests. Further, our directors must act with such care
as a prudent person in a similar position would use under similar circumstances, including exercising reasonable inquiry when taking actions. However, our directors and executive officers are not required to devote all of their time to our business
and must devote only such time to our affairs as their duties may require. We do not expect that our directors will be required to devote a substantial portion of their time to us in discharging their duties.



In addition to meetings of the various committees of the board, which committees we describe below, we expect our directors to hold at least
four regular board meetings each year. Our board has the authority to fix the compensation of all officers that it selects and may pay compensation to directors for services rendered to us in any other capacity, although our conflicts committee
discharges the board of directors’ responsibilities relating to the compensation of our executives and our directors.



Our
general investment and borrowing policies are set forth in this prospectus. Our directors may establish further written policies on investments and borrowings and monitor our administrative procedures, investment operations and performance to ensure
that our executive officers and advisor follow these policies and that these policies continue to be in the best interests of our stockholders. Unless modified by our directors, we will follow the policies on investments and borrowings set forth in
this prospectus.




Director Independence



A majority of our board of directors, Messrs. Dritley, Gabriel and Sturzenegger, meet the independence criteria as specified in our charter.
Our charter defines an independent director as a director who is not and has not for the last two years been associated, directly or indirectly, with our sponsor, KBS Holdings, or our advisor, KBS Capital Advisors. A director is deemed to be
associated with our sponsor or our advisor if he or she (i) owns an interest in our sponsor, our advisor or any of their affiliates; (ii) is employed by our sponsor, our advisor or any of their affiliates; (iii) is an officer or
director of our sponsor, our advisor or any of their affiliates, (iv) performs services, other than as a director, for us; (v) is a director for more than three REITs organized by our sponsor or advised by our advisor; or (vi) has any
material business or professional relationship with our sponsor, our advisor or any of their affiliates. A





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business or professional relationship will be deemed material per se if the annual gross revenue derived by the director from our sponsor, our advisor or any of their affiliates exceeds 5% of
(1) the director’s annual gross revenue derived from all sources during either of the last two years or (2) the director’s net worth on a fair market value basis. An indirect relationship is defined to include circumstances in
which the director’s spouse, parents, children, siblings, mothers- or


fathers-in-law,


sons- or


daughters-in-law


or brothers- or


sisters-in-law


is or has been associated with us, our
sponsor, our advisor or any of their affiliates.



In addition, and although our shares are not listed for trading on any national
securities exchange, all of our current independent directors are “independent” as defined by the New York Stock Exchange. The board of directors has affirmatively determined that Jeffrey A. Dritley, Stuart A. Gabriel, Ph.D. and Ron D.
Sturzenegger each satisfies the New York Stock Exchange independence standards.




Committees of Our Board of Directors



Our board of directors may delegate many of its powers to one or more committees. Our charter requires that each committee consist of at least
a majority of independent directors. Our board has two committees, the audit committee and the conflicts committee, each of which consists solely of independent directors.





Audit Committee




The audit
committee’s function is to assist the board of directors in fulfilling its responsibilities by overseeing (i) our accounting and financial reporting processes, (ii) the integrity of our financial statements, (iii) our independent
registered public accounting firm’s qualifications, performance and independence, and (iv) the performance of our internal audit function. The audit committee selects the independent public accountants to audit our annual financial
statements, reviews with the independent public accountants the plans and results of the audit engagement and considers and approves the audit and

non-audit

services and fees provided by the independent public
accountants.



The members of the audit committee are Jeffrey A. Dritley, Stuart A. Gabriel, Ph.D (chair) and Ron D. Sturzenegger. The
board of directors has determined that all of the members of the audit committee are “independent” as defined by the New York Stock Exchange. All of the members of the audit committee have significant financial and/or accounting
experience, and the board of directors has determined that all of the members of the audit committee satisfy the SEC’s requirements for an “audit committee financial expert.”





Conflicts Committee




In order to
reduce or eliminate certain potential conflicts of interest, our charter creates a conflicts committee of our board of directors. Our charter authorizes the conflicts committee to act on any matter permitted under Maryland law. Both our board of
directors and the conflicts committee must act upon those


conflict-of-interest


matters that cannot be delegated to a committee under Maryland law. Our charter also
empowers the conflicts committee to retain its own legal and financial advisors at our expense. See “Conflicts of Interest—Certain Conflict Resolution Measures.”



Our charter requires that the conflicts committee discharge the board’s responsibilities relating to the nomination of independent
directors and the compensation of our independent directors. Our conflicts committee also discharges the board’s responsibilities relating to the compensation of our executives. However, our executive officers do not receive compensation
directly from us for services rendered to us. Our executive officers are officers and/or employees of, or hold an indirect ownership interest in our advisor, and/or its affiliates, and our executive officers are compensated by these entities, in
part, for their services to us. Subject





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to the limitations in our charter and with stockholder approval, the conflicts committee may also create stock-award plans. The members of our conflicts committee are: Jeffrey A. Dritley (chair),
Stuart A. Gabriel, Ph.D. and Ron D. Sturzenegger.




Directors and Executive Officers



Our directors and executive officers are set forth below.




































































Name

(1)




Age

(2)




Position




Charles J. Schreiber, Jr.




69


Chairman of the Board, Chief Executive Officer, President and Director


Jeffrey K. Waldvogel




43


Chief Financial Officer, Treasurer and Secretary


Stacie K. Yamane




56


Chief Accounting Officer and Assistant Secretary


Jeffrey A. Dritley




64


Independent Director


Stuart A. Gabriel, Ph.D.




66


Independent Director


Ron D. Sturzenegger




60


Independent Director



(1)

The address of each named executive officer and director is 800
Newport Center Drive, Suite 700, Newport Beach, California 92660.




(2)

As of October 1, 2020.




Charles J. Schreiber, Jr.

is our Chairman of the Board, our Chief Executive Officer and one of our directors, positions he
has held since January 2010, January 2010 and December 2009, respectively. In August 2019, he was also elected as our President. He is also the Chief Executive Officer of our advisor and Chairman of the Board, Chief Executive Officer and a director
of KBS Growth & Income REIT, positions he has held for these entities since October 2004 and January 2015, respectively. Mr. Schreiber is Chairman of the Board, Chief Executive Officer and a director of KBS REIT II, positions he has
held since August 2007, August 2007 and July 2007, respectively. In August 2019, Mr. Schreiber was also elected President of KBS Growth & Income REIT and KBS REIT II. Mr. Schreiber was Chairman of the Board, Chief Executive
Officer and a director of KBS REIT I from June 2005 until its liquidation in December 2018. Other than de minimis amounts owned by family members or family trusts, Mr. Schreiber indirectly owns and controls a 33 1/3% interest in KBS Holdings
LLC, which is the sole owner of our advisor and our dealer manager. In addition, Mr. Schreiber controls the voting rights with respect to the 33 1/3% interest of KBS Holdings LLC held indirectly by the estate of Peter M. Bren (together with
other family members). KBS Holdings LLC is a sponsor of our company and is or was a sponsor of KBS REIT I, KBS REIT II, Pacific Oak Strategic Opportunity REIT I, KBS Legacy Partners Apartment REIT, Pacific Oak Strategic Opportunity REIT II and KBS
Growth & Income REIT, which were formed in 2009, 2005, 2007, 2008, 2009, 2013 and 2015, respectively.



Mr. Schreiber is
the Chief Executive Officer of KBS Realty Advisors and is a principal of Koll Bren Schreiber Realty Advisors, Inc., each an active and nationally recognized real estate investment advisor. These entities are registered as investment advisers with
the SEC. Messrs. Bren and Schreiber were the founding partners of the

KBS-affiliated

investment advisors. The first investment advisor affiliated with Messrs. Bren and Schreiber was formed in 1992. As of
September 30, 2020, KBS Realty Advisors, together with KBS affiliates, including KBS Capital Advisors, had been involved in the investment in or management of approximately $28.4 billion of real estate investments on behalf of
institutional investors, including public and private pension plans, endowments and foundations, institutional and sovereign wealth funds, and the investors in us, KBS REIT I, KBS REIT II, Pacific Oak Strategic Opportunity REIT I (advisory agreement
terminated as of October 31, 2019), KBS Legacy Partners Apartment REIT, Pacific Oak Strategic Opportunity REIT II (advisory agreement terminated as of October 31, 2019) and KBS Growth & Income REIT. Through October 31, 2019,
our advisor also served as the U.S. asset manager for Keppel Pacific Oak US REIT, and KBS Realty Advisors serves as the U.S. asset manager for Prime US REIT, both Singapore real estate investment trusts.



Mr. Schreiber oversees all aspects of KBS Capital Advisors’ and KBS Realty Advisors’ operations, including the acquisition,
management and disposition of individual investments and portfolios of investments for

KBS-sponsored

programs and

KBS-advised

investors. He also directs all facets of
KBS Capital Advisors’ and KBS Realty Advisors’ business activities and is responsible for investor relationships.



In
addition, since July 2018, Mr. Schreiber has served as Chairman of the Board and a director for KBS US Prime Property Management Pte. Ltd., which is the external manager of Prime US REIT, a Singapore real estate investment trust that is listed
on the SGX-ST. Mr. Schreiber holds an indirect ownership interest in KBS US Prime Property Management Pte. Ltd. and KBS Asia Partners Pte. Ltd., which is the sponsor of Prime US REIT.



Mr. Schreiber has been involved in real estate development, management, acquisition, disposition and financing for more than 40 years and
with the acquisition, origination, management, disposition and financing of real estate-related debt investments for more than 30 years. Prior to forming the first

KBS-affiliated

investment advisor in 1992, he
served as the Executive Vice President of





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Koll Investment Management Services and Executive Vice President of Acquisitions/Dispositions for The Koll Company. During the

mid-1970s

through the 1980s,
he was Founder and President of Pacific Development Company and was previously Senior Vice President/Southern California Regional Manager of Ashwill-Burke Commercial Brokerage.



Mr. Schreiber graduated from the University of Southern California with a Bachelor’s Degree in Finance with an emphasis in Real
Estate. During his four years at USC, he did graduate work in the then newly formed Real Estate Department in the USC Graduate School of Business. He is currently an Executive Board Member for the USC Lusk Center for Real Estate at the University of
Southern California Marshall School of Business/School of Policy, Planning and Development and serves as a member of the Executive Committee for the Public

Non-Listed

REIT Council for the National Association
of Real Estate Investment Trusts. He is also a member of the National Council of Real Estate Investment Fiduciaries. Mr. Schreiber has served as a member of the board of directors and executive committee of The Irvine Company since August 2016,
and since December 2016, Mr. Schreiber has served on the Board of Trustees of The Irvine Company.



The board of directors has
concluded that Mr. Schreiber is qualified to serve as a director, Chairman of the Board and as our Chief Executive Officer and President for reasons including his extensive industry and leadership experience. With more than 40 years of
experience in real estate development, management, acquisition and disposition and more than 30 years of experience with the acquisition, origination, management, disposition and financing of real estate-related debt investments, he has the depth
and breadth of experience to implement our business strategy. He gained his understanding of the real estate and real estate-finance markets through

hands-on

experience with acquisitions, asset and portfolio
management, asset repositioning and dispositions. As our Chief Executive Officer and a principal of our advisor, Mr. Schreiber is best-positioned to provide the board of directors with insights and perspectives on the execution of our business
strategy, our operations and other internal matters. Further, as a principal of

KBS-affiliated

investment advisors, as Chief Executive Officer, President, Chairman of the Board and a director of KBS REIT II
and KBS Growth & Income REIT, as a director and trustee of The Irvine Company, as Chairman of the Board and a director of KBS US Prime Property Management Pte. Ltd. and as former Chief Executive Officer, Chairman of the Board and a director
of KBS REIT I, Mr. Schreiber brings to the board of directors demonstrated management and leadership ability.




Jeffrey K.
Waldvogel

is our Chief Financial Officer, a position he has held since June 2015. In July 2018, he was also elected our Treasurer and Secretary. He is also the Chief Financial Officer of our advisor and KBS REIT II, positions he has held for
each of these entities since June 2015. In August 2018, Mr. Waldvogel was elected the Treasurer and Secretary of KBS REIT II. He is also the Chief Financial Officer, Treasurer and Secretary of KBS Growth & Income REIT, positions he has
held since June 2015, April 2017 and April 2017, respectively. From June 2015 until November 2019, he also served as the Chief Financial Officer, Treasurer and Secretary of Pacific Oak Strategic Opportunity REIT I and Pacific Oak Strategic
Opportunity REIT II. He was Chief Financial Officer of KBS REIT I and KBS Legacy Partners Apartment REIT from June 2015 until their respective liquidations in December 2018.



Mr. Waldvogel has been employed by an affiliate of our advisor since November 2010. With respect to the

KBS-sponsored

REITs advised by our advisor, he served as the Director of Finance and Reporting from July 2012 to June 2015 and as the VP Controller Technical Accounting from November 2010 to July 2012. In
these roles Mr. Waldvogel was responsible for overseeing internal and external financial reporting, valuation analysis, financial a