Cim Group, Inc SC TO-T/A, filed Sep 23, 2021
Cim Group, Inc. (CMRF)
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
CIM Real Estate Finance Trust, Inc.
(Name of Subject Company)
COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP
COMRIT INVESTMENTS LTD.
(Bidders)
COMMON STOCK, $0.01 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)
Calculation of Filing Fee:
| Transaction | Amount of | |
| Valuation* | Filing Fee** | |
| $91,683,000 | $10,002.62 |
|
* |
For purposes of calculating the filing fee only. Assumes the purchase of 18,300,000 shares of Common Stock at a purchase price equal to $5.01 per share in cash. |
| ** | 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 2021, issued August 26, 2020, by multiplying the transaction valuation by 0.0001091. |
| 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: $10,002.62 | |
| Form or Registration Number: Schedule TO-T (File No. 005-87389) | |
| Filing Party: Comrit Investments 1, Limited Partnership; Comrit Investments Ltd. | |
| Date Filed: August 24, 2021 | |
| ¨ | 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 18,300,000 shares of common stock, par value $0.01 per share (the “Shares”), in CIM Real Estate Finance Trust, Inc. (the “Corporation”), the subject company, at a purchase price equal to $5.01 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated August 24, 2021 (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 extend the expiration date of the Offer from September 30, 2021 to October 22, 2021. A copy of the supplemental letter that will be mailed to the Corporation’s shareholders to notify them of the extension is attached hereto as Exhibit (a)(3) and incorporated herein by reference. A copy of the press release announcing the extension is attached hereto as Exhibit (a)(4) 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.
| (a)(3) | Supplemental Notice Letter to Shareholders |
| (a)(4) | Summary Advertisement / Press Release Announcing Extension of Offer |
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: September 23, 2021
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 |
Exhibit (a)(3)
Liquidity Opportunity for CIM Real Estate Finance Trust, Inc.
Comrit Investments 1, Limited Partnership is extending the expiration date of its tender offer to October 22, 2021. Comrit is offering to purchase for cash up to 18,300,000 shares of common stock of CIM Real Estate Finance Trust, Inc. (the “REIT”) at a price of $5.01 per share upon the terms and subject to the conditions set forth in Comrit’s Offer to Purchase and Assignment Form for the offer, which were previously mailed to you. THE OFFER AND RELATED WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., EASTERN TIME, ON OCTOBER 22, 2021. The REIT has reported its estimated value per share at $7.20 as of March 31, 2021.
Shareholders who have already tendered their shares and do not wish to withdraw them do not need to take any further action. If you wish to tender your shares, you must complete and sign the Assignment Form that was previously mailed to you. For copies of the tender offer documents, call CTT at 1-800-327-9990, make a written request addressed to 365 S. Garden Grove Lane, Suite 100, Pleasant Grove, Utah 84062, Attn: Comrit Investments 1, Limited Partnership, email to offer@cttauctions.com, or visit www.cttauctions.com/offerdisclosures.
Warm regards,
Comrit Investments 1, Limited Partnership
| By: | Comrit Investments Ltd., its General Partner | ||
| By: | /s/ Ziv Sapir | ||
| Ziv Sapir, Chief Executive Officer | |||
This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. Such offers are being made solely by the Offer to Purchase provided to shareholders of record and are not being made to, and tenders will not be accepted from or on behalf of, shareholders residing in any jurisdiction in which making or accepting the offer would violate that jurisdiction’s laws. In those jurisdictions where the securities, Blue Sky, or other laws require the offers to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of Comrit Investments 1, Limited Partnership only by one or more registered dealers licensed under the laws of such jurisdiction.
Exhibit (a)(4)
This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. Such offer is being made solely by the Offer to Purchase previously provided to shareholders of record and is not being made to, and tenders will not be accepted from or on behalf of, shareholders residing in any state in which making or accepting the offer would violate that jurisdiction’s laws. In those jurisdictions where the securities, Blue Sky, or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of the Purchaser only by one or more registered dealers licensed under the laws of such jurisdiction.
COMRIT EXTENDS PREVIOUSLY ANNOUNCED TENDER OFFER
FOR SHARES OF CIM REAL ESTATE TRUST, INC.
Up to 18,300,000 Shares
of common stock
at a price of $4.50 per Share
by: Comrit Investments 1, Limited Partnership (the “Purchaser”)
Comrit Investments 1, Limited Partnership today announced that it is extending the expiration date of its previously announced tender offer (the “Offer”) to purchase for cash up to 18,300,000 shares of common stock (“Shares”) of CIM Real Estate Finance Trust, Inc. (the “REIT”) at a price of $5.01 per Share. The new expiration date for the Offer is October 22, 2021. Other than the extension of the expiration date, the Offer will be made upon the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase and in the related Assignment Form for the Offer that have been provided to the REIT’s shareholders (which together constitute the “Tender Offer Documents”). THE OFFER EXPIRES AT 11:59 P.M., EASTERN TIME, ON OCTOBER 22, 2021, UNLESS THE OFFER IS FURTHER EXTENDED.
As of the date of this press release, no Shares have been tendered in connection with the Offer. The Purchaser is not affiliated with the REIT and is seeking to profit from the Offer. The REIT established an estimated net asset value per Share (“Estimated Per Share NAV”) of $7.20 as of March 31, 2021. The REIT may publish an update to its Estimated Per Share NAV during the period in which this Offer is open. Shareholders should consult the REIT’s public filings pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for any such updates, which are available at www.sec.gov.
Funding for the purchase of the Shares will be provided through the Purchaser’s available cash on hand. The Offer is not being made for the purpose of acquiring or influencing control of the business of the REIT. The Offer will expire at 11:59 p.m., Eastern Time on October 22, 2021, unless and until the Purchaser, in its sole discretion, shall have extended the period of time for which the Offer is open (such date and time, as extended the “Expiration Date”). The Purchaser will not provide a subsequent offering period following the Expiration Date. If the Purchaser makes a material change in the terms of the Offer, or if it waives a material condition to the Offer, the Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d)(1) and 14d-6(d) under the Exchange Act. The minimum period during which the Offer must remain open following any material change in the terms of the Offer is generally 10 business days to allow for adequate dissemination to shareholders. Accordingly, if prior to the Expiration Date, the Purchaser increases (other than increases of not more than two percent of the outstanding Shares) or decreases the number of Shares being sought, or increases or decreases the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of such increase or decrease is first published, sent or given to shareholders, the Offer will be extended at least until the expiration of such tenth business day. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through midnight, Eastern Time. In all cases payment for the Shares purchased pursuant to the Offer will be made only after timely receipt of the Assignment Form (or facsimile or telecopy thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by such Assignment Form and successful transfer of ownership.
Tenders of Shares made pursuant to the Offer are irrevocable, except that shareholders who tender their Shares in response to the Offer will have the right to withdraw their tendered Shares at any time prior to the Expiration Date by sending to Central Trade and Transfer, LLC, an affiliate of Orchard Securities, LLC, Member FINRA/SIPC (“CTT”), a written or facsimile transmission notice of withdrawal identifying the name of the person who tendered Shares to be withdrawn, signed by the same persons and in the same manner as the Assignment Form tendering the Shares to be withdrawn. If tendering shareholders tender more than the number of Shares that the Purchaser seeks to purchase pursuant to the Offer for those Shares, the Purchaser will take into account the number of Shares so tendered and take up and pay for as nearly as may be pro rata, disregarding fractions, according to the number of Shares tendered by each tendering shareholder during the period during which that Offer remains open. The terms of the Offer are more fully set forth in the formal Tender Offer Documents which are available from Purchaser at the Purchaser’s expense. The Offer contains terms and conditions and the information required by Rule 14d-6(d)(1) under the Exchange Act which are incorporated herein by reference. The Tender Offer Documents also contain important information, including tax information, which should be read carefully before any decision is made with respect to the Offer.
For copies of the Tender Offer Documents, call CTT at 1-800-327-9990, make a written request addressed to 365 S. Garden Grove Lane, Suite 100, Pleasant Grove, Utah 84062, Attn: Comrit Investments 1, Limited Partnership, email to offer@cttauctions.com, or visit www.cttauctions.com/offerdisclosures.