SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
INVENTRUST PROPERTIES CORP.
(Name of Subject Company)
COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP
(Offeror)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
46124J 102
(CUSIP Number of Class of Securities)
Ziv Sapir
Comrit Investments 1, LP
9 Ahad Ha’am Street
Tel Aviv, Israel 6129101
+ 972-3-519-9936
Copy to:
Amos W. Barclay
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, Colorado 80302
Phone: (303) 473-2700
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Offeror)
Calculation of Filing Fee:
Transaction | | Amount of |
Valuation* | | Filing Fee** |
$67,710,000 | | $8,206.45 |
* | | For purposes of calculating the filing fee only. Assumes the purchase of 37,000,000 shares of Common Stock at a purchase price equal to $1.83 per share in cash. |
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** | | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2019, issued August 24, 2018, by multiplying the transaction valuation by 0.00012120. |
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o | | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| | Amount Previously Paid: |
| | Form or Registration Number: |
| | Filing Party: |
| | Date Filed: |
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o | | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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| | Check the appropriate boxes below to designate any transactions to which the statement relates: |
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x | | third party tender offer subject to Rule 14d-1. |
o | | issuer tender offer subject to Rule 13e-4. |
o | | going private transaction subject to Rule 13e-3 |
o | | amendment to Schedule 13D under Rule 13d-2 |
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| | Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
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| | If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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o | | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
o | | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by Comrit Investments 1, Limited Partnership (the “Purchaser”) to purchase up to 37,000,000 shares of common stock, par value $0.001 per share (the “Shares”), in InvenTrust Properties Corp. (the “Corporation”), the subject company, at a purchase price equal to $1.83 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated November 28, 2018 (the “Offer Date”) and the related Assignment Form, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. Any dividends paid after December 27, 2018, or such other date to which this Offer may be extended (the “Expiration Date”), by the terms of the Offer and as set forth in the Assignment Form, would be assigned by tendering Shareholders to the Purchaser.
Tender of Shares will include the tender of any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after the Offer Date. The Purchaser is entitled to all proceeds that are paid after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering Shareholders with respect to the transferred Shares, regardless of when the claims asserted and such action accrued.
The Corporation reported approximately 155,898 holders of record owning an aggregate of approximately 774,311,254 shares of its common stock outstanding as of February 23, 2018, and 727,895,082 shares of its common stock outstanding as of November 1, 2018, according to its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, respectively. The Purchaser and its affiliates currently beneficially own approximately 420,000 shares of common stock in the Corporation, or less than 0.1% of the common stock outstanding as of November 1, 2018. The 37,000,000 Shares subject to the Offer constitute approximately 5.08% of the outstanding shares of common stock of the Corporation. Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchaser of up to $67,710,000 in aggregate purchase price, which the Purchaser intends to fund out of its current working capital.
The address of the Corporation’s principal executive offices is 3025 Highland Parkway, Suite 350, Downers Grove, Illinois 60515, and its phone number is (855) 377-0510.
The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.
Item 12. Exhibits.
(a)(1) | | Offer to Purchase dated November 28, 2018 |
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(a)(2) | | Assignment Form |
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(a)(3) | | Form of Letter to Shareholders dated November 28, 2018 |
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(a)(4) | | Press Release |
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(b) - (h) | | Not applicable. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 28, 2018
Comrit Investments 1, LP | |
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| By: Comrit Investments Ltd., its General Partner | |
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| By: | /s/ Ziv Sapir | |
| | Ziv Sapir, Chief Executive Officer | |
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