InvenTrust Properties Corp SC TO-I/A, filed Oct 22, 2021
InvenTrust Properties Corp. (IVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
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. 2 (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 or 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.
Amendments to Offer to Purchase
The information set forth in the Offer to Purchase under the caption “SUMMARY TERM SHEET” 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 by deleting in its entirety the following bullet-point from the question entitled, “What are the most significant conditions to the Offer?”:
| • | no decrease or increase of more than 10% in the market price for the Shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, NASDAQ Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on the date of this Offer to Purchase to the open of trading on the Expiration Date, shall have occurred; |
The information set forth in the Offer to Purchase under the caption “Section 6. Conditions of the Offer” 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 by deleting in its entirety the following bullet-point:
| • | any decrease or increase of more than 10% in the market price for the Shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, NYSE Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on the date of this Offer to Purchase to the open of trading on the Expiration Date, shall have occurred; |
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: October 22, 2021 |
InvenTrust Properties Corp. | |||||
| By: | /s/ Christy L. David | |||||
| Christy L. David Executive Vice President, Chief Operating Officer, General Counsel and Secretary | ||||||