SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
INLAND REAL ESTATE INCOME TRUST, INC.
(Name of Subject Company)
COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP
COMRIT INVESTMENTS LTD.
(Bidders)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
Ziv Sapir
Comrit Investments 1, Limited Partnership
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)
| x | 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. |
| | |
| | Amount Previously Paid: $2,858.26 |
| | Form or Registration Number: Schedule TO-T (File No. 005-90632) |
| | Filing Party: Comrit Investments 1, Limited Partnership; Comrit Investments Ltd. |
| | Date Filed: October 31, 2022 |
| | |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| | |
| | Check the appropriate boxes below to designate any transactions to which the statement relates: |
| | |
| x | third party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going private transaction subject to Rule 13e-3 |
| ¨ | amendment to Schedule 13D under Rule 13d-2 |
| | |
| | Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨ |
| | |
| | If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
| | |
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| | |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
AMENDMENT NO. 1
TO
TENDER OFFER
This Amendment No. 1 to Tender Offer Statement on Schedule TO (this “Amendment”) relates to the offer (the “Offer”) by Comrit Investments 1, Limited Partnership (the “Purchaser”) to purchase up to 1,850,000 shares of common stock, par value $0.001 per share (the “Shares”), in Inland Real Estate Income Trust, Inc. (the “Corporation”), the subject company, at a purchase price equal to $12.51 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated October 31, 2022 (the “Offer Date”) and the related Assignment Form, copies of which were included as exhibits to the original Schedule TO-T filed in connection with the Offer. Comrit Investments Ltd. is being named as a bidder herein because it is deemed to control the Purchaser, but otherwise is not participating in the Offer.
This Amendment is being filed to disclose the Purchaser’s supplemental letter related to the Offer that is being mailed to the Corporation’s shareholders on or around the date hereof (the “Supplemental Letter”). The Supplemental Letter does not amend or modify any of the terms of the Offer set forth in the Offer to Purchase or in the other Offer materials originally mailed to the Corporation’s shareholders. A copy of the Supplemental Letter is attached hereto as Exhibit (a)(3) and incorporated herein by reference.
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.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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 30, 2022
Comrit Investments 1, Limited Partnership
By: Comrit Investments Ltd., its General Partner
| | By: | /s/ Ziv Sapir | |
| | | Ziv Sapir | |
| | | Chief Executive Officer | |
Comrit Investments Ltd.
| | By: | /s/ Ziv Sapir | |
| | | Ziv Sapir | |
| | | Chief Executive Officer | |
