SC TO-I/A 1 forumcre_sctoia.htm SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

FORUM CRE INCOME FUND

(Name of Subject Company (Issuer))

 

FORUM CRE INCOME FUND

(Name of Filing Person(s) (Issuer))

 

Class I Shares

(Title of Class of Securities)

 

34985F203

(CUSIP Number of Class of Securities)

 

Darren Fisk

c/o Forum Capital Advisors, LLC

240 Saint Paul Street, Suite 400

Denver, CO 80206

Tel: (303) 501-8860

Fax: (303) 296-4212

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Filing Person(s))

 

Copies to:

 

Martin H. Dozier

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Tel: (404) 881-7000

Fax: (404) 881-7777

 

David Baum

Alston & Bird LLP

The Atlantic Building

950 F Street NW

Washington, D.C. 20004

Tel: (202) 239-3300

Fax: (202) 239-3333

 

 

October 15, 2021

(Date Tender Offer First Published, Sent or Given to Security Holders)

 

 
 

 

CALCULATION OF FILING FEE

 

Transaction Valuation: $2,862,744.24 (5% of 08/02/21 NAV)(a) Amount of Filing Fee: $265.38 (b)

 

(a) Calculated as the aggregate maximum value of Class I Shares being purchased.

 

(b) Calculated at $92.70 per $1,000,000 of the Transaction Valuation.

 

[X] 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: $265.38

Form or Registration No.: SC TO-I

Filing Party: Forum CRE Income Fund

Date Filed: October 15, 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:

  third-party tender offer subject to Rule 14d-1.
     
  X 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]

 

This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the U.S. Securities and Exchange Commission on October 15, 2021 by Forum CRE Income Fund (the “Fund”) in connection with an offer by the Fund to purchase Class I Shares of the Fund (“Shares”) from shareholders of that class (“Shareholders”) in an aggregate amount of up to purchase up to 5% of its Shares outstanding as of August 2, 2021 subject to the terms and conditions set out in the related Offer to Purchase and Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed with the Statement on October 15, 2021 as amended on October 26, 2021.

 

This is the final amendment to the Statement and it is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):

 

 
 
(1)Shareholders who desired to tender their Shares, or a portion thereof, for purchase were required to submit their tenders prior to 11:59 P.M., Eastern Time, on November 22, 2021.

 

(2)Shares with a value of $150,000 and an additional 102,406.877 shares were validly tendered and not withdrawn prior to the expiration of the Offer and all of those Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer.

 

(3)The Valuation Date of the Shares tendered pursuant to the Offer was December 31, 2021.

 

(4)On January 19, 2022 the Fund paid Shareholders $1,157,683.68 representing the value of the Shares tendered.

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.

 

 

 

FORUM CRE INCOME FUND

   
       
       
  By: /s/ Darren Fisk____________________
    Name: Darren Fisk
    Title: Chief Executive Officer
       

 

February 3, 2022