As filed with the Securities and Exchange Commission on April 22, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
Clarion Partners Real Estate Income Fund Inc.
(Name of Subject Company (issuer))
Clarion Partners Real Estate Income Fund Inc.
(Name of Filing Person (offeror))
Class S Shares of Common Stock $.001 Par Value Per Share
(Title of Class of Securities)
180567109
(CUSIP Number of Class of Securities)
Class T Shares of Common Stock $.001 Par Value Per Share
(Title of Class of Securities)
180567208
(CUSIP Number of Class of Securities
Class D Shares of Common Stock $.001 Par Value Per Share
(Title of Class of Securities)
180567307
(CUSIP Number of Class of Securities
Class I Shares of Common Stock $.001 Par Value Per Share
(Title of Class of Securities)
180567406
(CUSIP Number of Class of Securities
GEORGE P. HOYT, ESQ.
SECRETARY
CLARION PARTNERS REAL ESTATE INCOME FUND INC.
100 FIRST STAMFORD PLACE, 6TH FLOOR
STAMFORD, CONNECTICUT 06902
(203) 703-7026
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
David W. Blass, Esq.
Benjamin C. Wells, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington D.C 20001
(202) 636-5500
| ☐ | 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 this 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. ☒
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on March 16, 2022 by Clarion Partners Real Estate Income Fund Inc., a Maryland corporation (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase for cash outstanding shares of the Fund’s Common Stock, par value $0.001 per share (the “Shares”), representing up to 5.0% of the Fund’s aggregate net asset value, upon the terms and subject to the conditions contained in the Offer to Purchase dated March 16, 2022 (the “Offer to Purchase”) and the related Repurchase Request Form. As described in the offer, the Fund reserved the right to purchase outstanding Shares representing up to 2% of the Fund’s aggregate net asset value without amending or extending the offer.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
| 1. | The Offer expired at 4:00 p.m., New York City time, on April 14, 2022. |
| 2. | 14,142.176 Class T Shares, 1,336.493 Class D Shares and 8,288.266 Class I Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. |
| 3. | The Shares were repurchased at a price of $12.28, $12.28, and $12.30 per Share for Class T, Class D and Class I Shares, respectively, as of 4:00 p.m., New York City time, on April 14, 2022. |
Except as specifically provided herein, the information contained in the Statement, as amended, and the Repurchase Request Form remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Repurchase Request Form.
ITEM 12. EXHIBITS
| EXHIBIT NO. |
DESCRIPTION | |
| (a)(5)(i) | Press release issued on April 19, 2022 | |
| (i) | Calculation of Filing Fee Tables | |
2
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.
CLARION PARTNERS REAL ESTATE INCOME FUND INC.
| By: | /s/ Jane E. Trust | |
| Name: | Jane E. Trust | |
| Title: | Chairman, President and Chief Executive Officer | |
Dated: April 22, 2022
3
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated March 16, 2022* | |
| (a)(1)(ii) | Form of Repurchase Request Form* | |
| (a)(1)(iii) | Letter to Stockholders* | |
| (a)(5)(i) | Press release issued on April 19, 2022 (filed herewith) | |
| (b)(1) | Revolving Credit Agreement with Bank of America, N.A. (incorporated by reference to Exhibit (b)(1) to the Schedule TO filed on December 13, 2021). | |
| (d) | None. | |
| (e) | None. | |
| (g) | None. | |
| (h) | None. | |
| (i) | Calculation of Filing Fee Tables (filed herewith) | |
| * | Previously filed with Schedule TO-I on March 16, 2022. |
4
Exhibit (a)(5)(i)
News Release
For Immediate Release
Contact Information:
Media:
Franklin Templeton
Lisa Tibbitts
+1 917-674-8060
Lisa.Tibbitts@franklintempleton.com
Clarion Partners Real Estate Income Fund Inc.
Announces Results of Tender Offer
New York, NY – April 19 , 2022 – Clarion Partners Real Estate Income Fund Inc. (“CPREIF” or the “Fund”) Class S Shares (CPRSX), Class T Shares (CPRTX), Class D Shares (CPRDX) and Class I Shares (CPREX) announced today the results of its issuer tender offer for up to 5.0% of the Fund’s aggregate net asset value (“NAV”), or $10.7 million, at a price per share equal to the net asset value per share of each class of common stock (a “Share”) as of the close of the trading session on the New York Stock Exchange on April 14, 2022, the date on which the tender offer expired (the “Expiration Date”).
Information relating to the results of the issuer tender offer is set forth below.
| Class of Shares |
Ticker |
Shares Tendered for Repurchase and not Withdrawn |
Purchase Price as of Expiration Date |
Pro Ration (if any) | ||||||
| Class T |
CPRTX | 14,142.176 | $ | 12.28 | N/A | |||||
| Class S |
CPRSX | None | — | — | ||||||
| Class D |
CPRDX | 1,336.493 | $ | 12.28 | N/A | |||||
| Class I |
CPREX | 8,288.266 | $ | 12.30 | N/A | |||||
The tendered Shares represent 0.12% of the Fund’s NAV. The Fund expects to transmit payment to purchase the duly tendered and accepted Shares on or about April 19, 2022. Shares that were tendered but not accepted for payment, if applicable, and Shares that were not tendered will remain outstanding.
Any questions about the tender offer should be directed to SS&C Technologies, Inc., the Information Agent for the tender offer, toll free at (844) 534-4627.
CPREIF is a non-diversified, closed-end management investment company that continuously offers its common stock. The Fund is managed by Legg Mason Partners Fund Advisor, LLC, an indirect, wholly owned subsidiary of Franklin Resources, Inc. (“Franklin Resources”) and is sub-advised by Clarion Partners, LLC, an indirect, majority-owned subsidiary of Franklin Resources and by Western Asset Management Company, LLC, an indirect wholly-owned subsidiary of Franklin Resources.
Data and commentary provided in this press release are for informational purposes only. Hard copies of the Fund’s complete audited financial statements are available free of charge upon request. For more information on CPREIF, go to www.cpreif.com.
News Release
THIS PRESS RELEASE IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF FUND SHARES. THIS PRESS RELEASE MAY CONTAIN STATEMENTS REGARDING PLANS AND EXPECTATIONS FOR THE FUTURE THAT CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON THE FUND’S CURRENT PLANS AND EXPECTATIONS, AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. ADDITIONAL INFORMATION CONCERNING SUCH RISKS AND UNCERTAINTIES ARE CONTAINED IN THE FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
About Clarion Partners
Clarion Partners, an SEC registered investment adviser with FCA-authorized and FINRA member affiliates, has been a leading U.S. real estate investment manager for more than 39 years. Headquartered in New York, the firm maintains strategically located offices across the United States and Europe. With $71 billion in total assets under management, Clarion Partners offers a broad range of real estate strategies across the risk/return spectrum to its more than 500 domestic and international institutional investors. More information about the firm is available at www.clarionpartners.com.
About Western Asset Management
Western Asset is one of the world’s leading fixed-income managers with 50 years of experience and $492.4 billion in assets under management (AUM) as of December 31, 2021. With a focus on long-term fundamental value investing that employs a top-down and bottom-up approach, the firm has nine offices around the globe and deep experience across the range of fixed-income sectors. Founded in 1971, Western Asset has been recognized for delivering superior levels of client service alongside its approach emphasizing team management and intensive proprietary research, supported by robust risk management. To learn more about Western Asset, please visit www.westernasset.com.
Western Asset is an independent specialist investment manager of Franklin Templeton.
About Franklin Templeton
Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 155 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers boutique specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives, and multi-asset solutions. With offices in more than 30 countries and approximately 1,300 investment professionals, the California-based company has 75 years of investment experience and approximately $1.5 trillion in assets under management as of March 31, 2022. For more information, please visit franklinresources.com and follow us on LinkedIn, Twitter and Facebook.
News Release
Category: Fund Announcement
Source: Franklin Resources, Inc.
Source: Legg Mason Closed End Funds
Media Contact: Fund Investor Services-1-888-777-0102
Exhibit 107
Calculation of Filing Fee Tables
Schedule TO-I/A
(Form Type)
Clarion Partners Real Estate Income Fund Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
|
Transaction Valuation |
Fee rate | Amount of Filing Fee | ||||
| Fees to Be Paid |
— | 0.00927% | — | |||
| Fees Previously Paid |
$10,710,974 (a) | $992.91 (b) | ||||
| Total Transaction Valuation |
$10,710,974 (a) | |||||
| Total Fees Due for Filing |
$992.91 | |||||
| Total Fees Previously Paid |
$992.91 | |||||
| Total Fee Offsets |
$0.00 | |||||
| Net Fee Due |
$0 |
| (a) | Calculated as the aggregate maximum purchase price to be paid for Shares in the offer. The fee of $992.91 was paid in connection with the filing of the Schedule TO-I by Clarion Partners Real Estate Income Fund Inc. (File No. 005-91252) on March 16, 2022 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being fled to report the results of the offer. |
| (b) | Calculated at $92.70 per $1,000,000 of the Transaction Valuation. |