MacKenzie Realty Capital, Inc SC TO-I, filed Mar 19, 2021

MacKenzie Realty Capital, Inc. (MKZR)

SC TO-I 2021-03-19

View Original

Added on October 19, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

		Transaction	Amount of
		Valuation*	Filing Fee

		$2,400,000	$311.52
*	For purposes of calculating the filing fee only. Assumes the purchase of 400,000 Shares at a purchase price equal to $6.00 per Share in cash.

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)

EXHIBIT NO.		DESCRIPTION

99(a)(1)(A)		Offer to Purchase, dated March 19, 2021.

99(a)(1)(B)		Form of Letter of Transmittal.

99(a)(1)(C)		Form of Notice of Withdrawal.
99(a)(1)(D)		Notice of Offer to Shareholders

Dated: March 19, 2021	MacKenzie Realty Capital, Inc.

	By:	/s/ Chip Patterson
	Name: Chip Patterson
	Title: Chairman, Secretary, and General Counsel

	Our website:	www.mackenzierealty.com

	Our phone number:	925-631-9100

	Our mailing address:	MacKenzie Realty Capital, Inc.
		89 Davis Road, Suite 100
		Orinda, CA 94563

	•	the liquidity of our assets (including fees and costs associated with disposing of assets);
	•	our investment plans and working capital requirements;
	•	the relative economies of scale with respect to our size;
	•	our history in repurchasing Shares or portions thereof; and
	•	the condition of the securities markets.

Name and Address of Beneficial Owner ^†	Number of Shares Beneficially Owned	Percent of Class	Dollar Range of Equity Securities Beneficially Owned⁽¹⁾
Independent Directors:
Tim Dozois	5,086	*	$10,001 – $50,000
Tom Frame	5,213	*	$10,001 – $50,000
Interested Director:
Chip Patterson	58,807⁽²⁾	*⁽²⁾	$500,001 - $1,00,000⁽²⁾
Executive Officers:
Paul Koslosky	58,807⁽²⁾	*⁽²⁾	$500,001 - $1,00,000⁽²⁾
Jeri Bluth	58,807⁽²⁾	*⁽²⁾	$500,001 - $1,00,000⁽²⁾
Christine Simpson	58,807⁽²⁾	*⁽²⁾	$500,001 - $1,00,000⁽²⁾
Glen Fuller	58,807⁽²⁾	*⁽²⁾	$500,001 - $1,00,000⁽²⁾
Robert Dixon	58,807⁽²⁾	*⁽²⁾	$500,001 - $1,00,000⁽²⁾
Directors and Officers as a group (6 persons)	69,106	.52%	$500,001 - $1,00,000⁽²⁾

	•	our Annual Report on Form 10-K for the for the fiscal year ended June 30, 2020 as filed with the SEC on September 21, 2020;
	•	our Quarterly Report on Form 10-Q for the for the fiscal quarter ended December 31, 2021, as filed with the SEC on February 22, 2021;
	•	our Proxy Statement on Form DEF14A filed September 15, 2020, describing our plan to transition from a business development company to a REIT;

1.			Investor Information

Name(s) as registered on the account. (Correct if necessary)			Name(s) On the Account

			Social Security Number or TIN on Account
			Financial Advisor Name and Phone Number


2.			Share Repurchase Request

Enter Amount			Number of Shares you are submitting for repurchase at a purchase price equal to $6.00:
			◻ All Shares owned as of the Expiration Date, or
			◻ Other number of Shares: ____________ ◻ SELL ALL OR NONE (check this box if you wish to sell your Shares ONLY if ALL your Shares will be purchased)
NOTE :			If the aggregate amount of Shares tendered for repurchase exceeds the number of Shares the Company seeks to repurchase, the Company will repurchase Shares on a pro rata basis.
3.		Payment Instructions

Payment Method		Indicate how you wish to receive your payment below (we cannot send ACH Payments, even if your account is set up for ACH payments for dividends). If an option is not selected, a check will be sent to your address of record. Proceeds for qualified accounts, including IRAs and other Custodial accounts, and certain Broker-controlled accounts as required by your Broker/Dealer of record, will automatically be issued to the Custodian or Broker/Dealer of record, as applicable. All custodial held and broker-controlled accounts must include the Custodian and/or Broker/Dealer signature.
		□ Cash/Check Mailed to Address of Record
		□ Cash/Check Mailed to Third Party/Custodian Name/Entity Name/Financial Institution: _______________________ Mailing Address: __________________________________________ City, State and Zip Code: ____________________________________ Account Number: __________________________________________
4.		Dividend Reinvestment

Only applicable to Dividend Reinvestment Plan participants.		Your participation in the Dividend Reinvestment Plan will continue unless 1) you have no Shares outstanding after the completion of this Offer or 2) the Company is otherwise notified by you. If you wish to discontinue your participation, you must complete the Dividend Election Form which can be obtained by contacting Investor Relations.

5.		Authorized Signatures

By executing this Letter of Transmittal, the undersigned hereby delivers to the Company in connection with the Offer to Purchase the number of Shares indicated above. All Custodial held and Broker-controlled accounts must include the Custodian and/or Broker/Dealer signature. Additional documentation may be required if redeeming due to Death or from a Trust, Corporation, Pension Plan, or Partnership account. Contact Investor Relations for detailed instructions at 925.631.9100.
	Owner & Custodian Information				Medallion Signature Guarantee
	Owner Name: _________________________________ Signature: ______________________________ Social Security #: ________________________ Email Address: __________________________ Phone Number: __________________________			Date _______	(You agree to obtain a Medallion Signature Guarantee Stamp here from your bank or broker):
	Co-Owner(s) (if applicable) Name(s): _______________________________ Signature(s): ____________________________ Email Address: __________________________ Phone Number: __________________________			Date _______	(Place co-owner’s Medallion Signature Guarantee Stamp here, if applicable):
	Custodian (if applicable) Custodian Name: _________________________ Officer Name: ____________________________ Title: __________________________________ Signature: ______________________________ IRA or Tax ID #: _________________________ Phone Number: __________________________			Date _______	(Custodian Medallion Signature Guarantee stamp here if this is an IRA or other custodial account):

Return to:	MacKenzie Realty Capital, Inc.
	89 Davis Road, Suite 100,
	Orinda, CA 94563

1.	Investor Information

Print name(s) as registered on the account.	Name(s) On the Account

	Social Security Number or TIN on Account
	Financial Advisor Name and Phone Number

2.	Withdrawal Request

The undersigned hereby withdraws the tender of its Shares to the Company for purchase by the Company that previously was submitted by the undersigned in a Letter of Transmittal dated ________________________, 20__. This tender was in the amount of: □ All Shares as of the Expiration Date, or □ _____________ Number of Shares. The undersigned recognizes that upon the receipt on a timely basis of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Company.
3.	Authorized Signatures

Sign exactly as your account is registered	Investor Name (Please Print) Signature Date
	Investor Name (Please Print) Signature Date