Wilshire Real Estate Sells G.I. Joe's Portfolio

PORTLAND-Wilshire Real Estate Investment Inc. sold five Western Oregon retail buildings and an office complex/warehouse/distribution center – a total of 444,864 sf – to Madrona Park II LLC for $28.8 million and the assumption of $20.3 million in debt, according to documents filed with the Securities and Exchange Commission on Wednesday.

The retail buildings are located in Salem, Milwaukie, Oak Grove, Tualatin and Gresham, and are being leased by G.I. Joe’s Inc. The office complex/warehouse/distribution center is located in Wilsonville, Oregon, and is also leased by G.I. Joe’s. The sale closed on Oct. 10, according to the filing, but sates back to July, when Portland-based Wilshire first entered into a purchase and sale agreement for the properties.

On or about July 28, J.D. Watumull entered into a purchase and sale agreement with Wilshire for the retail properties in Salem and Milwaukie. Shortly after that, Madrona Park entered into a purchase and sale agreement for the retail properties in Gresham and Tualatin, Oregon and the industrial property in Wilsonville.

The properties, however, are subject to mortgage loan encumbrances and other security interests which belong to Credit Suisse First Boston Mortgage Capital LLC, and the mortgage lender refused to allow Seller to sell the property to two purchasers, insisting that the existing mortgage loan be assumed by one entity, according to the filing. In order to satisfy the requirement, Madrona Park, Madrona Park II and Watumull agreed to cooperate with one another, acquiring the G. I. Joe’s Properties in a two-step transaction that will result in Madrona Park II and Watumull each owning a 50% interest in the G. I. Joe’s Properties.

Wilshire Real Estate last tried to unload the properties in late 1998 as part of a strategy to defend against further declines in the market for mortgage-backed securities. The hybrid REIT had already sold some $550 million in mortgage loans and residential mortgage-backed securities to meet collateral calls from lenders.

The G.I. Joe’s properties were the biggest chunk of a $50 million Oregon portfolio the company was marketing to defend against more collateral calls. The company had paid an estimated $29 million for the GI Joe’s portfolio, and was looking to sell it off for about $32.4 million, but said it never received a good enough offer to move forward with the disposition at that time.

In July 1998, prior to the collapse of the CMBS market, Wilshire Real Estate shares were trading above $17. By October of that year, its share price had dwindled to the $3 range. In late afternoon trading Thursday, shares were unchanged from Wednesday at $2.656, down from a late September 52-week high of $2.969.