SC TO-T/A 1 cg1000.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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

 
 
InvenTrust Properties Corp.
(Name of Subject Company (Issuer))
 
Liquidity Partners Trust I
(Names of Filing Persons (Offerors))
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
46124J 102
(CUSIP Number of Class of Securities)
 
Jordan Fishfeld
CFX Direct, LLC
226 W Ojai Ave #101-512
 Ojai, CA 93023
(646) 883-2396
 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
 
Copies to:
 
Patrick Daugherty
Foley & Lardner LLP
 321 North Clark Street
Suite 2800
 Chicago, IL  60654-5313
(312) 832-5178
  
Peter D. Fetzer
Foley & Larder LLP
 777 East Wisconsin Avenue
Milwaukee, WI  53202-5306
(414) 297-5596
  
 
 
Calculation of Filing Fee

 
Transaction Valuation*
Amount of Filing Fee**
$3,100,000
$385.95
 
 
*
Estimated for purposes of calculating the filing fee only.  This amount assumes the purchase of 2,000,000 shares of common stock, par value $0.001 per share at a purchase price equal to $1.55 per share.
 
**
The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 0.0001245 of the transaction value.
 
☒
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:
$385.95
Filing Party:
LPT Investors, LLC
Form or Registration No.
Schedule TO
Date Filed:
October 30, 2017
 
☐
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. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on October 30, 2017 (together with any further amendments and supplements thereto, the “Offer”) Liquidity Partners Trust I, a Delaware statutory trust (the “Purchaser”), to purchase up to 2,000,000 shares of common stock, par value $0.001 per share (the “Shares”), of InvenTrust Properties Corp. (the “Company”), the subject company, at a purchase price of $1.55 per Share, upon the terms and subject to the conditions set forth in the Amended Offer to Purchase (the “Offer to Purchase”) dated December 1, 2017 and the related Amended Transfer Agreement, copies of which are attached hereto as Exhibits (a)(1)(G) and (a)(1)(H), respectively. Any dividends paid after December 22, 2017, 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 Amended Transfer Agreement, would be assigned by tendering stockholders to the Purchaser.
 
The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answers to Items 1 through 11 of this Amended Schedule TO, and is supplemented by the information specifically provided herein.
 
Items 1 through 11.
 
All information contained in the Amended Offer to Purchase filed as Exhibit (a)(1)(G) to this Amendment, which hereby amends and replaces in its entirety the information contained in the original Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO, and the accompanying Amended Transfer Agreement filed as Exhibit (a)(1)(H) to this Amendment, which hereby amends and replaces in its entirety the information contained in the original Transfer Agreement filed as Exhibit (a)(1)(B) to the Schedule TO, including all schedules thereto, is hereby incorporated by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and Offer.  The Items of Schedule TO are hereby amended and supplemented as provided in the Amended Offer to Purchase and the accompanying Amended Transfer Agreement filed as Exhibits (a)(1)(G) and (a)(1)(H) to this Amendment.
 
Item 12.  Exhibits
 
(a)(1)(G)
Amended Offer to Purchase, dated as of December 1, 2017
   
(a)(1)(H)
Amended Form of Transfer Agreement
   
(a)(1)(I)
Amended Transfer Agreement Instructions
   
(a)(1)(J)
Press Release issued by the Purchaser, dated as of December 1, 2017
   
 
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.
 
 
Liquidity Partners Trust I
   
 
By U.S. Bank Trust National Association
As Trustee
 
 
 
By:
/s/ Carol Gunther
 
   
Name:
Carol Gunther
   
Title:
Authorized Representative
       
 
Date: December 1, 2017
 


INDEX TO EXHIBITS
 
(a)(1)(A)
Offer to Purchase, dated as of October 30, 2017 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T filed by the Purchaser with the SEC on October 30, 2017)
   
(a)(1)(B)
Form of Transfer Agreement (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO-T filed by the Purchaser with the SEC on October 30, 2017)
   
(a)(1)(C)
Transfer Agreement Instructions (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO-T filed by the Purchaser with the SEC on October 30, 2017)
   
(a)(1)(D)
Form of Letter to Stockholders dated as of October 30, 2017 (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO-T filed by the Purchaser with the SEC on October 30, 2017)
   
(a)(1)(E)
Form of Summary Advertisement published in the Investor’s Business Daily on October 30, 2017 (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO-T filed by the Purchaser with the SEC on October 30, 2017)
   
(a)(1)(F)
Power of Attorney (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO-T filed by the Purchaser with the SEC on October 30, 2017)
   
(a)(1)(G)
Amended Offer to Purchase, dated as of December 1, 2017*
   
(a)(1)(H)
Amended Form of Transfer Agreement*
   
(a)(1)(I)
Amended Transfer Agreement Instructions*
   
(a)(1)(J)
Press Release issued by the Purchaser, dated as of December 1, 2017*
   

 
* Filed herewith.