InvenTrust Properties Corp SC TO-I/A, filed Nov 12, 2021
InvenTrust Properties Corp. (IVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INVENTRUST PROPERTIES CORP.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.001 par value per share
(Title of Class of Securities)
46124J 102
(CUSIP Number of Class of Securities)
Daniel J. Busch
President and Chief Executive Officer
InvenTrust Properties Corp.
3025 Highland Parkway
Downers Grove, Illinois 60515
(855) 377-0510
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
| Cathy A. Birkeland Julian Kleindorfer Latham & Watkins LLP 330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 (312) 876-7700 |
Christy L. David Executive Vice President, Chief Operating Officer, General Counsel and Secretary InvenTrust Properties Corp 3025 Highland Parkway Downers Grove, Illinois 60515 (855) 377-0510 |
CALCULATION OF FILING FEE
| Transaction Valuation: | Amount of Filing Fee: | |
| $100,000,000(a) | $9,270(b) | |
| (a) | Calculated as the maximum aggregate purchase price to be paid for shares of common stock. |
| (b) | The amount of the filing fee, 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 2022, equals $92.70 per million dollars of the aggregate value of the transaction. |
| ☒ | Check the 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: $9,270 | Filing Party: InvenTrust Properties Corp. | |
| Form or Registration No.: Schedule TO | Date Filed: October 12, 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:
| ☐ | 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). |
This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by InvenTrust Properties Corp., a Maryland corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on October 12, 2021 (together with any amendments or supplements thereto, including this Amendment, the “Schedule TO”), which relates to the offer by the Company to purchase for cash up to $100 million in value of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a price specified by the tendering stockholders of not greater than $28.00 nor less than $25.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest.
The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 12, 2021 (the “Offer to Purchase”), and in the related Letter of Transmittal and Important Instructions and Information, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively (which together, as amended or supplemented from time to time, constitute the “Offer”).
This Amendment is being filed to amend and supplement the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.
This Amendment is being filed to report the results of the Offer and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. All information in the Offer and the Schedule TO is expressly incorporated by reference herein.
The following information is provided pursuant to Rule 13e-4(c)(4):
| • | The Company has received the final results of the Offer, which expired at 12:00 midnight, New York City Time, at the end of the day on November 8, 2021. |
| • | The Company has accepted for purchase 4,000,0000 shares of its common stock at a purchase price of $25.00 per share, for an aggregate purchase price of $100 million, excluding fees and expenses relating to the Offer. The number of shares of common stock that the Company has accepted to purchase in the Offer represents approximately 5.6% of the total number of shares of common stock outstanding as of November 8, 2021. |
| • | Stockholders who properly tendered and did not properly withdraw shares of common stock in the Offer at the final purchase price of $25.00 per share had approximately 42% of their tendered shares of common stock purchased by the Company at $25.00 per share. Computershare Trust Company, N.A., the depositary for the Offer, made payment for the shares of common stock validly tendered and accepted for purchase on November 12, 2021, in accordance with the terms and conditions of the Offer. |
Amendments to Offer to Purchase
The information set forth in the Offer to Purchase under the caption “Section 14. Certain Information About the Company” and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding to the end of the subsection under the subheading entitled “Incorporation by Reference” the following:
“On November 12, 2021, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, New York City Time, at the end of the day on November 8, 2021. A copy of such press release is filed as Exhibit (a)(5)(D) to this Amendment and is incorporated by reference herein.”
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
“(a)(5)(D) Press Release issued November 12, 2021”
SIGNATURE
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.
| Date: November 12, 2021 | InvenTrust Properties Corp. | |||||
| By: | /s/ Christy L. David | |||||
| Christy L. David Executive Vice President, Chief Operating Officer, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| (a)(1)(A)* |
Offer to Purchase, dated October 12, 2021 | |
| (a)(1)(B)* |
Letter of Transmittal | |
| (a)(1)(C)* |
Important Instructions and Information, dated October 12, 2021 | |
| (a)(1)(D)* |
Odd Lot Certification Form | |
| (a)(1)(E)* |
Form of Withdrawal Letter | |
| (a)(1)(F)* |
Form of Payment Letter | |
| (a)(1)(G)* |
Form of Over-Price Selection Letter | |
| (a)(1)(H)* |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated October 12, 2021 | |
| (a)(5)(A)* |
Summary Advertisement in Wall Street Journal, dated October 12, 2021 | |
| (a)(5)(B)* |
Press Release issued October 12, 2021 | |
| (a)(5)(C)** |
Press Release issued November 9, 2021 | |
| (a)(5)(D)+ |
Press Release issued November 12, 2021 | |
| (d)(1) |
InvenTrust Properties Corp. 2015 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Company’s Form S-8 Registration Statement, as filed by the Company with the SEC on June 19, 2015) | |
| (d)(2) |
First Amendment to InvenTrust Properties Corp. 2015 Incentive Award Plan, dated May 6, 2016 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q, as filed by the Company with the SEC on August 15, 2016) | |
| (d)(3) |
Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, as filed by the Company with the SEC on August 10, 2017) | |
| (d)(4) |
Form of Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q, as filed by the Company with the SEC on August 10, 2017) | |
| (d)(5) |
InvenTrust Properties Corp. Director Compensation Program (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, as filed by the Company with the SEC on August 10, 2017) | |
| (d)(6) |
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on May 14, 2019) | |
| (d)(7) |
Form of Director Restricted Stock Unit Agreement for Annual Awards (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q, as filed by the Registrant with the SEC on August 7, 2020) | |
| * ** + |
Previously filed on Schedule TO, as amended, dated October 12, 2021. Previously filed on Schedule TO-I/A, dated November 9, 2021 Filed herewith |
Exhibit (a)(5)(D)
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NEWS RELEASE |
CONTACT:
Dan Lombardo
Vice President of Investor Relations
630-570-0605
dan.lombardo@inventrustproperties.com
InvenTrust Properties Corp. Announces Final Results of “Dutch Auction” Tender Offer
DOWNERS GROVE, III – November 12, 2021 – InvenTrust Properties Corp. (“InvenTrust” or the “Company”) (NYSE: IVT) today announced the final results of its modified “Dutch Auction” self-tender offer (the “Offer”) to purchase for cash up to $100 million in value of shares of the Company’s common stock, which expired at 12:00 midnight, New York City time, at the end of the day on November 8, 2021.
Based on the final count by Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), 9,214,944 shares of common stock were validly tendered at the final purchase price of $25.00 per share and not properly withdrawn.
In accordance with the terms and conditions of the Offer, and based on the final count by the Depositary, the Company has accepted for purchase 4,000,000 shares of common stock at a purchase price of $25.00 per share, for an aggregate cost of $100 million, excluding fees and expenses relating to the Offer. The number of shares that the Company has accepted for purchase in the Offer represents approximately 5.6% of the total number of shares of common stock outstanding as of November 8, 2021. The Company had approximately 67.3 million shares of common stock outstanding following payment for the shares of common stock purchased in the Offer.
Due to the oversubscription of the Offer, based on the final count described above, the Company accepted for purchase on a pro rata basis approximately 42% of the shares of common stock properly tendered and not properly withdrawn at the purchase price of $25.00 per share (other than “odd lot” holders, whose shares of common stock were purchased on a priority basis).
Payment for the shares of common stock accepted for purchase under the Offer occurred on November 12, 2021. Shares of common stock tendered and not accepted for purchase will be returned promptly to stockholders. The Depositary will issue payment for the shares of common stock validly tendered and accepted for purchase in accordance with the terms and conditions of the Offer.
BofA Securities, Wells Fargo Securities, LLC, Eastdil Secured LLC, Green Street Advisors, LLC and Latham & Watkins LLP acted as advisors to management and the Board of Directors of the Company for the Company’s listing on the New York Stock Exchange on October 12, 2021. Georgeson LLC acted as Information Agent for the Offer with BofA Securities and Wells Fargo Securities, LLC acting as Dealer Managers for the Offer.
Stockholders who have questions or would like additional information about the Offer may contact the information agent for the Offer, Georgeson LLC at (888) 877-5360 (toll free) or the dealer managers for the Offer, BofA Securities at (888) 803-9655 (toll free) or Wells Fargo Securities, LLC at (800) 532-2916.
Important Notice
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company.
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NEWS RELEASE |
About InvenTrust Properties Corp.
InvenTrust Properties Corp. (“we,” the “Company,” “our,” “us,” “IVT” or “InvenTrust”) is a premier Sun Belt, multi-tenant essential retail REIT that owns, leases, redevelops, acquires and manages grocery anchored neighborhood and community centers as well as high-quality power centers that often have a grocery component. A trusted, local operator bringing real estate expertise to its tenant relationships, IVT has built a strong reputation with market participants across its portfolio. IVT is also committed to leadership in environmental, social and governance (ESG) practices and has been a Global Real Estate Sustainability Benchmark (“GRESB”) member since 2018. As of September 30, 2021, the Company is an owner and manager of 63 retail properties, representing 10.6 million square feet of retail space. For more information, please visit www.inventrustproperties.com.
Forward-Looking Statements Disclaimer
Forward-Looking Statements in this press release, which are not historical facts, are forward-looking statements, including statements regarding management’s intentions, beliefs, expectations, plans or predictions of the future and are typically identified by words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “preliminary,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations. For further discussion of factors that could materially affect the outcome of our forward-looking statements and our future results and financial condition, see our filings with the SEC, including the Risk Factors included in our most recent Annual Report on Form 10-K, as updated by any subsequent Quarterly Report on Form 10-Q, in each case as filed with the SEC. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
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