SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
HEALTHCARE TRUST, INC.
(Name of Subject Company)
COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP
COMRIT INVESTMENTS LTD.
(Bidders)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
42226B105
(CUSIP Number of Class of Securities)
Ziv Sapir
Comrit Investments 1, LP
9 Ahad Haam Street
Tel Aviv, Israel 6129101
+ 972-3-519-9936
Copy to:
Amos W. Barclay
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, Colorado 80302
Phone: (303) 473-2700
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Offeror)
Calculation of Filing Fee:
Transaction |
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Amount of |
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Valuation* |
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Filing Fee** |
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$ |
43,050,000 |
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$ |
5,587.89 |
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* |
For purposes of calculating the filing fee only. Assumes the purchase of 5,000,000 shares of Common Stock at a purchase price equal to $8.61 per share in cash. |
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** |
The filing fee was 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 2020, issued August 23, 2019, by multiplying the transaction valuation by 0.00012980. |
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x |
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. |
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Amount Previously Paid: $5,587.89 |
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Form or Registration Number: Schedule To-T (File No. 005-89596) |
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Filing Party: Comrit Investments 1, Limited Partnership; Comrit Investments Ltd. |
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Date Filed: February 26, 2020 |
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o |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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x |
third party tender offer subject to Rule 14d-1. |
o |
issuer tender offer subject to Rule 13e-4. |
o |
going private transaction subject to Rule 13e-3 |
o |
amendment to Schedule 13D under Rule 13d-2 |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: x |
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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o |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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o |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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AMENDMENT NO. 2 TO TENDER OFFER
This Amendment No. 2 to Tender Offer Statement on Schedule TO (this Amendment) relates to the offer (the Offer) by Comrit Investments 1, Limited Partnership (the Purchaser) to purchase up to 5,000,000 shares of common stock, par value $0.01 per share (the Shares), in Healthcare Trust, Inc. (the Corporation), the subject company, at a purchase price equal to $8.61 per Share, upon the terms and subject to the conditions set forth in the previously filed Offer to Purchase (the Offer to Purchase) and the related Assignment Form. Comrit Investments Ltd. is being named as a bidder herein because it is deemed to control the Purchaser, but otherwise is not participating in the Offer.
This Amendment is being filed to announce the termination of the Offer. The Purchaser hereby irrevocably and unconditionally terminates the Offer. The Purchaser is terminating the Offer due to the occurrence of a condition described in Section 12(d) of the Offer to Purchase; specifically, a general suspension of trading on a national securities exchange due to multiple trading halts on the New York Stock Exchange (the NYSE).
The Purchasers obligation to acquire Shares pursuant to the Offer was subject to various terms and conditions as specified in the Offer to Purchase, including a condition described in Section 12(d) thereof that specified that there shall not have occurred a general suspension of trading on a national securities exchange. Under the terms of the Offer, once such an event occurred at any time on or after the date of the Offer and before the Offers expiration date, the Purchaser had the right to terminate the Offer.
Although the Purchaser did not define a general suspension of trading in the Offer to Purchase, the Purchaser has determined that such a condition was triggered by the two mandatory trading halts imposed by the NYSE on March 9, 2020 and March 16, 2020.
None of the Shares were purchased in the Offer and, as a result of the termination, all of the Shares previously tendered will be promptly returned to the holders thereof, and no consideration will be paid to holders who have tendered their Shares.
A copy of the press release being issued by the Purchaser announcing the termination of the Offer is attached hereto as Exhibit 99(a)(4) and is incorporated herein by reference.
Item 12. Exhibits.
(a)(4) |
Press Release |
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(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: March 17, 2020
Comrit Investments 1, LP
By: Comrit Investments Ltd., its General Partner
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By: |
/s/ Ziv Sapir |
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Ziv Sapir | ||
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Chief Executive Officer |
Comrit Investments Ltd.
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By: |
/s/ Ziv Sapir |
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Ziv Sapir | |
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Chief Executive Officer |
TERMINATION OF TENDER OFFER:
Up to 5,000,000 Shares of common stock of
HEALTHCARE TRUST, INC.
at a price of $8.61 per Share
by: Comrit Investments 1, Limited Partnership
Comrit Investments 1, Limited Partnership (Comrit) hereby announces the termination of its previously announced tender offer to purchase for cash up to 5,000,000 shares of common stock (Shares) of Healthcare Trust, Inc. at a price of $8.61 per Share (the Tender Offer). Comrit is terminating the Tender Offer due to the mandatory halts in trading on the New York Stock Exchange on March 9, 2020 and March 16, 2020, which Comrit believes constituted a general suspension of trading for purposes of the condition to the Tender Offer described in Section 12(d) of Comrits Offer to Purchase related to the Tender Offer.
Any of the Shares that have been tendered in the Tender Offer to date were not accepted for purchase and no consideration was paid or is payable to holders thereof. Any Shares tendered and not accepted for purchase as a result of the termination will be returned promptly to the tendering shareholder.
Any questions regarding the termination of the tender offer should be directed to Central Trade and Transfer, LLC, an affiliate of Orchard Securities, LLC, Member FINRA/SIPC (CTT), at 1-800-327-9990, by mail to 365 S. Garden Grove Lane, Suite 100, Pleasant Grove, Utah 84062, Attn: Comrit Investments 1, LP, or by email to offer@cttauctions.com.
This announcement is neither an offer to buy nor a solicitation of an offer to sell securities.
Cautionary Note Regarding Forward-Looking Statements:
This press release may contain forward-looking statements. Forward-looking statements may generally be identified by the use of the words anticipates, expects, intends, plans, should, could, would, may, will, believes or estimates and variations or similar expressions. These statements are based upon the current expectations and beliefs of Comrits management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Comrit undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, except as required by law.