SC TO-T 1 inlandreitsctot91018.htm SCHEDULE TO
 
 
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________

SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

INLAND REAL ESTATE INCOME TRUST, INC.
(Name of Subject Company)

MPF NORTHSTAR FUND, LP, MPF NORTHSTAR FUND 2, LP, MACKENZIE NORTHSTAR FUND 3, LP, MACKENZIE BADGER ACQUISITION CO. 4, LLC, MPF FLAGSHIP FUND 14, LLC, COASTAL REALTY BUSINESS TRUST; SCM SPECIAL FUND 3, LP; AND MACKENZIE CAPITAL MANAGEMENT, LP
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)

457464105
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
 
Chip Patterson, Esq.
MacKenzie Capital Management, LP
 
MacKenzie Capital Management, LP
89 Davis Road, Suite 100
 
89 Davis Road, Suite 100
Orinda, California 94563
 
Orinda, California 94563
(925) 631-9100 ext. 1024
 
(925) 631-9100 ext. 1006


(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee

 
Transaction
Amount of
 
Valuation*
Filing Fee
     
 
$23,300,000
$2,900.85
 
*
For purposes of calculating the filing fee only.  Assumes the purchase of 2,000,000 Shares at a purchase price equal to $11.65 per Unit in cash.
   
[ ]
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:
 
Form or Registration Number:
 
Filing Party:
 
Date Filed:
   
[ ]
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)
 




TENDER OFFER

This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by: MPF Northstar Fund, LP, MPF Northstar Fund 2, LP, MacKenzie Northstar Fund 3, LP, MacKenzie Badger Acquisition Co. 4, LLC, MPF Flagship Fund 14, LLC; SCM Special Fund 3, LP (collectively the "Purchasers") to purchase up to 2,000,000 shares of common stock (the "Shares")  in Inland Real Estate Income Trust, Inc. (the "REIT"), the subject company, at a purchase price equal to $11.65 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated September 10, 2018 (the "Offer Date") and the related Assignment Form, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.  Any dividends paid after October 31, 2018, or such other date to which this Offer may be extended (the "Expiration Date"), by the terms of the Offer and as set forth in the Assignment Form, would be assigned by tendering Shareholders to the Purchasers.  MacKenzie Capital Management, LP is named as a bidder herein because it is deemed to control the Purchasers, but is otherwise not participating in the offer described in this schedule.

Tender of Shares will include the tender of any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after the Offer Date.  Purchasers are entitled to all proceeds that are paid after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering Shareholders with respect to the transferred Shares, regardless of when the claims asserted and such action accrued.

The REIT had 16,657 holders of record owning an aggregate of 35,595,251 Shares as of March 8, 2018 and August 2, 2018, according to its Annual Report on Form 10-K for the fiscal year ending December 31, 2017 and Quarterly Report on Form 10-Q for the period ending March 31, 2018, respectively.  The Purchasers and their affiliates currently beneficially own 0 Shares, or 0.0% of the outstanding Shares.  The 2,000,000 Shares subject to the Offer constitute 5.62% of the outstanding Shares.  Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchasers of up to $23,300,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital.

The address of the REIT's principal executive offices is 2901 Butterfield Road, Oak Brook, Illinois 60523, and its phone number is (630) 218-8000.

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)(1)
Offer to Purchase dated September 10, 2018
   
(a)(2)
Assignment Form
   
(a)(3)
Form of Letter to Shareholders dated September 10, 2018
 
(a)(4)
 
 
Form of advertisement in Investor's Business Daily
 
(b)- (h)
Not applicable.

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: September 10, 2018

MPF Northstar Fund, LP, MPF Northstar Fund 2, LP, MacKenzie Northstar Fund 3, LP, MacKenzie Badger Acquisition Co. 4, LLC, MPF Flagship Fund 14, LLC, Coastal Realty Business Trust
By: MacKenzie Capital Management, LP, Manager/General Partner/Trustee

By:
/s/ Chip Patterson
   
 
Chip Patterson, Managing Director
   

SCM Special Fund 3, LP
By: SCM-GP, LLC, General Partner
By: Sutter Capital Management, LLC, Manager

By:
/s/ Chip Patterson
   
 
Chip Patterson, Managing Director
   


MACKENZIE CAPITAL MANAGEMENT, LP

By: /s/ Chip Patterson 
Chip Patterson, Managing Directo