Cim Group, Inc SC TO-T/A, filed Nov 30, 2022
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)
| 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: $11,354.29 | |
| Form or Registration Number: Schedule TO-T (File No. 005-87389) | |
| 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 22,350,000 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 $4.61 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.
| (a)(3) | Supplemental Notice Letter to Shareholders |
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 |
Exhibit (a)(3)
Liquidity Opportunity for CIM Real Estate Finance Trust, Inc.
As a reminder of materials previously mailed to you, Comrit Investments 1, Limited Partnership (“Comrit”) is offering to purchase for cash up to 22,350,000 shares of common stock of CIM Real Estate Finance Trust, Inc. (the “REIT”) at a price of $4.61 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 DECEMBER 29, 2022. The REIT established an estimated net asset value per share value of $7.20 on May 26, 2021, which represents the REIT’s estimated net asset value per share as of March 31, 2021.
Shareholders who tender their shares in response to the offer will have the right to withdraw their tendered shares at any time prior to 11:59 p.m., Eastern Time, on December 29, 2022 (the “Expiration Date”). To withdraw shares, you must deliver to Central Trade and Transfer, LLC (“CTT”) a written 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 you originally signed tendering the shares, prior to the Expiration Date (see CTT’s contact details below). Tenders of shares may be withdrawn during the period in which the offer is open. Additionally, tenders of shares not accepted for payment or not otherwise paid for by Comrit may be withdrawn at any time after December 30, 2022, the date that is sixty (60) days from the date of the Offer to Purchase originally provided by Comrit in connection with the offer.
CTT’s contact information for purposes of sending any withdrawal notice is:
365 S. Garden Grove Lane, Suite 100
Pleasant Grove, Utah 84062
Attention: Comrit Investments 1, LP
Telephone: 1-800-327-9990
E-Mail Address: offer@cttauctions.com
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: |  |
||
| 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.
