Presidio Property Trust, Inc SC TO-I/A, filed May 7, 2025
Presidio Property Trust, Inc. (SQFT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Amendment No.1
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Presidio Property Trust, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Series A Common Stock, $0.01 par value per share
(Title of Class of Securities)
74102L303
(CUSIP Number of Class of Securities)
4995 Murphy Canyon Road, Suite 300
San Diego, California 92123
(760) 471 - 8536
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Avital Perlman, Esq.
Sichenzia Ross Ference Carmel
1185 Avenue of the Americas, 31st Floor
New York, NY 10036
(212) 930 - 9700
| ☐ | 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). |
FINAL AMENDMENT OT TENDER OFFER STATEMENT
This Final Amendment (“Final Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) by Presidio Property Trust, Inc., a Maryland corporation (the “Company”) on April 8, 2025. The Schedule TO relates to the offer by the Company to purchase for cash all odd lots plus up to 2,000,000 shares of the Company’s Series A common stock, par value $0.01 per share (the “Shares”), subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to 2% of the Company’s outstanding Shares (resulting in an increase of up to approximately 283,080 shares) without amending or extending the offer in accordance with rules promulgated by the Securities and Exchange Commission, at $0.68 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 8, 2025, (the “Offer to Purchase”), and in the related Letter of Transmittal dated April 8, 2025 (the “Letter of Transmittal”) and Important Instructions and Information, which, together with any amendments or supplements thereto, constitute the “Offer.” The Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Only those items amended are reported in this Final Amendment. Except as amended hereby to the extent specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, the Press Release announcing the commencement of the offer and the other exhibits to the Schedule TO remains unchanged and are hereby expressly incorporated into this Final Amendment by reference. You should read this Final Amendment together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
This Final Amendment is being filed by the Company to report the final results of the Offer. Except as otherwise set forth in this Final Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
The following information is provided pursuant to Rule 13e-4:
| - | The Offer expired at 11:59 p.m., New York City time, on May 5, 2025; | |
| - | The Company has received the final results of the Offer, which expired at 11:59 p.m., New York City time, on May 5, 2025. | |
| - | 2,144,116 Shares were validly tendered and not properly withdrawn, (including tenders for which there were defects and which defects the Company has waived) prior to the expiration of the Offer. The Company has accepted for purchase 2,144,116 Shares, including 12,086 odd lot shares, at a purchase price of $0.68 per Share, for an aggregate purchase price of $1,457,998.88, excluding fees, any excise taxes and expenses relating to the Offer. The total number of 2,144,116 Shares that the Company has accepted for purchase in the Offer represents approximately 15.148% of the total number of Shares outstanding as of March 31, 2025. | |
| - | The depositary will promptly pay to the tendering shareholders a total of approximately $1,457,998.88, which represents the aggregate purchase price of the total amount of Shares tendered by shareholders and accepted by the Company upon the terms and subject to the conditions of the Offer. |
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: May 7, 2025 | Presidio Property Trust, Inc. | |
| By: | /s/ Ed Bentzen | |
| Name: | Ed Bentzen | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| (a)(1)(A)** | Offer to Purchase, dated April 8, 2025 | |
| (a)(1)(B)** | Letter of Transmittal | |
| (a)(1)(C)** | Important Instructions and Information, dated April 8, 2025 | |
| (a)(1)(D)** | Odd Lot Certification Form | |
| (a)(1)(E)** | Form of Withdrawal Letter | |
| (a)(1)(F)** | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated April 8, 2025 | |
| (a)(1)(G)** | Form of Letter to Clients, dated April 8, 2025 | |
| (a)(5)(A)** | ||
| 99.1* | Press Release announcing final results of the Offer | |
| 107** | Calculation of Filing Fee Table | |
* Filed herewith.
** Previously Filed
Exhibit 99.1
Press Releases
PRESIDIO PROPERTY TRUST, INC. ANNOUNCES FINAL RESULTS OF ITS SELF TENDER OFFER FOR SHARES OF CLASS A COMMON STOCK
SAN DIEGO, May 7, 2025 (GLOBE NEWSWIRE) — (NASDAQ: SQFT; SQFTP; SQFTW) Presidio Property Trust, Inc. (“Presidio” or the “Company”), an internally managed, diversified real estate investment trust, announced today the final results of its tender offer (the “Offer”) to purchase all odd lots plus up to 2,000,000 shares of its outstanding Series A Common Stock, par value $0.01 per share (the “Shares”) properly tendered and not properly withdrawn prior to the expiration date, subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to 2% of the Company’s outstanding Shares (resulting in an increase of up to approximately 283,080 shares) without amending or extending the offer in accordance with rules promulgated by the Securities and Exchange Commission, at a price of $0.68 per share (the “Purchase Price”), less any applicable withholding taxes, and without interest. The Offer expired at 11:59 P.M., New York City time, on May 5, 2025.
Based on the final count by the depositary for the tender offer, 2,144,116 shares of Series A common stock were validly and successfully tendered and not properly withdrawn, including tenders with certain defects which defects the Company has waived.
Pursuant to the terms of the tender offer, the Company has accepted for purchase 2,144,116 shares of its Series A common stock, including 12,086 odd lot shares, for a total cost of $1,457,998.88, excluding fees and expenses related to the tender offer. The depositary will promptly pay to the tendering shareholders a total of approximately $1,457,998.88, which represents the aggregate purchase price of the total amount of Shares tendered by shareholders and accepted by the Company upon the terms and subject to the conditions of the Offer.
Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Broadridge N.A., at 1-855-793-5068 (toll free) or by email at Shareholder@Broadridge.com.
About Presidio Property Trust
Presidio is an internally managed real estate investment trust with holdings in model home properties, which are triple net leased to homebuilders, and office, industrial, and retail properties. Presidio’s model homes are leased to homebuilders located in Arizona, Texas, and Florida. Presidio’s office, industrial, and retail properties are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. For more information on Presidio, please visit Presidio’s website at https://www.PresidioPT.com.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements based upon our current expectations, estimates and assumptions that involve risks and uncertainties. within the meaning of the federal securities laws. These statements include statements about Presidio’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative” 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 Presidio and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this communication. Such risks, uncertainties and other important factors include, among others: the risks, uncertainties and factors set forth in our filings with the SEC, including our Annual Report on Form 10-K; business, financial and operating risks inherent to real estate investments and the industry; our ability to renew leases, lease vacant space, or re-lease space as leases expire; our ability to repay or refinance our debt as it comes due; difficulty selling or re-leasing our investment properties due to their specific characteristics; contraction in the global economy or low levels of economic growth; our ability to sell our assets at a price and on a timeline consistent with our investment objectives, or at all; our ability to service our debt; changes in interest rates and operating costs; compliance with regulatory regimes and local laws; uninsured or underinsured losses, including those relating to natural disasters or terrorism; domestic or international instability or political or civil unrest, including the ongoing hostilities between Russia and Ukraine and its worldwide economic impact; the amount of debt that we currently have or may incur in the future; provisions in our debt agreements that may restrict the operation of our business; our organizational and governance structure; our status as a REIT; the cost of compliance with and liabilities under environmental, health and safety laws; adverse litigation judgments or settlements; changes in real estate and zoning laws and increase in real property tax rates; changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs; changes in governmental regulations or interpretations thereof; the effects of recent tariffs and a potential trade war; and estimates relating to our ability to make distributions to our stockholders in the future.
These factors are not necessarily all the important factors that could cause our actual financial results, performance, achievements or prospects to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any 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.
Except as required by law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the Offer Documents and the Company’s other documents filed with the SEC, copies of which are available on the SEC’s website, www.sec.gov.
Investor Relations Contact:
Presidio Property Trust, Inc.
Lowell Hartkorn, Investor Relations
LHartkorn@presidiopt.com
Telephone: (760) 471-8536 x1244
This press release was published by a CLEAR® Verified individual.
