0001104659-21-089309.txt : 20210706 0001104659-21-089309.hdr.sgml : 20210706 20210706135418 ACCESSION NUMBER: 0001104659-21-089309 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210706 DATE AS OF CHANGE: 20210706 GROUP MEMBERS: COMRIT INVESTMENTS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Benefit Street Partners Realty Trust, Inc. CENTRAL INDEX KEY: 0001562528 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89905 FILM NUMBER: 211073528 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4920 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 588-6770 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, SUITE 4920 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Realty Finance Trust, Inc. DATE OF NAME CHANGE: 20150217 FORMER COMPANY: FORMER CONFORMED NAME: ARC Realty Finance Trust, Inc. DATE OF NAME CHANGE: 20121119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Comrit Investments 1, LP CENTRAL INDEX KEY: 0001726993 IRS NUMBER: 981227706 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 9 AHAD HA'AM STREET CITY: TEL AVIV STATE: L3 ZIP: 9129101 BUSINESS PHONE: 972-3-5199936 MAIL ADDRESS: STREET 1: 9 AHAD HA'AM STREET CITY: TEL AVIV STATE: L3 ZIP: 9129101 SC TO-T/A 1 tm219112d5_sctota.htm SC TO-T/A

 

 

 

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

 

 

 

BENEFIT STREET PARTNERS REALTY 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)

 

None or unknown

(CUSIP Number of Class of Securities)

 

 

 

Ziv Sapir

Comrit Investments 1, Limited Partnership

9 Ahad Ha’am 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 Amount of
Valuation* Filing Fee**
   
$25,346,000 $2,765.25  

 

* For purposes of calculating the filing fee only. Assumes the purchase of 2,300,000 shares of Common Stock at a purchase price equal to $11.02 per share in cash.
   
** 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 2021, issued August 26, 2020, by multiplying the transaction valuation by 0.0001091.

 

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.
   
  Amount Previously Paid: $2,765.25
   
  Form or Registration Number: Schedule TO-T (File No. 005-89905)
  Filing Party: Comrit Investments 1, Limited Partnership; Comrit Investments Ltd.
  Date Filed: April 2, 2021
   
¨  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: x
   
  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 TO TENDER OFFER

 

This Final Amendment to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by Comrit Investments 1, Limited Partnership (the “Purchaser”) to purchase up to 2,300,000 shares of common stock, par value $0.01 per share (the “Shares”), in Benefit Street Partners Realty Trust, Inc., the subject company, at a purchase price of $11.02 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 2, 2021, and the related Assignment Form.

 

The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchaser, of a total of 116,739 Shares. Following the purchase of all of the tendered Shares, the Purchaser will own an aggregate of approximately 413,238 Shares, or approximately 0.9% of the total outstanding Shares.

 

 

 

 

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:  July 6, 2021

 

Comrit Investments 1, Limited Partnership  
     
  By: Comrit Investments Ltd., its General Partner  
     
    By: /s/ Ziv Sapiri  
  Ziv Sapir  
  Chief Executive Officer  
     
Comrit Investments Ltd.  
     
  By: /s/ Ziv Sapir  
  Ziv Sapir  
  Chief Executive Officer