UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
CIM COMMERCIAL TRUST CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Series L Preferred Stock, par value $0.001 per share
(Title of Class of Securities)
125525857
(CUSIP Number of Class of Securities)
David Thompson
Chief Executive Officer
CIM Commercial Trust Corporation
17950 Preston Road, Suite 600
Dallas, Texas 75252
(972) 349-3200
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, 21st Floor
Los Angeles, California 90067
(310) 712-6600
CALCULATION OF FILING FEE
Transaction Valuation (1) |
| Amount of Filing Fee (2) |
$78,437,049.60 |
| $10,181.13 |
(1) | Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to 2,693,580 shares of Series L Preferred Stock, par value $0.001 per share, of CIM Commercial Trust Corporation at a price of $29.12 U.S. dollars per share (which amount will be converted to New Israeli Shekels for payment thereof as described in this Schedule TO). |
(2) | Calculated in accordance with Rule 0-11, promulgated under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, at a rate of $129.80 per million dollars of the transaction valuation. |
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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: | $10,181.13 |
| Filing Party: | CIM Commercial Trust Corporation |
| Form or Registration No.: | Schedule TO |
| Date Filed: | October 22, 2019 |
o | Check the box if 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: | |
o | third-party tender offer subject to Rule 14d-1. |
x | 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: | |
o | Rule 13e—4(i) (Cross-Border Issuer Tender Offer) |
o | Rule 14d—1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on October 22, 2019 and amended by Amendment No. 1 on November 4, 2019 and by Amendment No. 2 on November 21, 2019 (as amended, the “Schedule TO”) relating to the offer by CIM Commercial Trust Corporation, a Maryland corporation and publicly traded real estate investment trust for U.S. federal income tax purposes (the “Company”), to purchase for cash up to 2,693,580 shares of its Series L Preferred Stock, par value $0.001 per share (the “Series L Preferred Stock”), at a price of $29.12 U.S. dollars per share (the “Purchase Price”), to be paid in New Israeli Shekels, less any applicable withholding taxes and without interest, on the terms and subject to the conditions described in the Offer to Purchase, dated October 22, 2019 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), the Letter of Transmittal and the Member Holder Acceptance Notice, which, collectively and together with any amendments or supplements thereto, constitute the “Offer”. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Offer to Purchase incorporated by reference herein.
This Amendment No. 3 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 3 by reference.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On November 21, 2019, the Company issued a press release announcing the weighted average exchange rate used to convert the aggregate Purchase Price from U.S. dollars to New Israeli Shekels. A copy of such press release is filed as Exhibit (a)(5)(F) to this Amendment No. 3 and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit to the exhibit list:
(a)(5)(F) Press release, dated as of November 21, 2019.
(a)(5)(G) Form of Israel Newspaper Publication, published on November 22, 2019.
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.
| CIM COMMERCIAL TRUST CORPORATION | |
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| By: | /s/ DAVID THOMPSON |
| Name: | David Thompson |
| Title: | Chief Executive Officer |
| Date: | November 22, 2019 |
EXHIBIT INDEX
(a)(1)(A) |
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(a)(1)(B) |
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(a)(1)(C) |
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(a)(1)(D) |
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(a)(1)(E) |
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(a)(1)(F) |
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(a)(1)(G) |
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(a)(2) |
| Not applicable. |
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(a)(3) |
| Not applicable. |
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(a)(4) |
| Not applicable. |
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(a)(5)(A) |
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(a)(5)(B)* |
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(a)(5)(C) |
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(a)(5)(D)* |
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(a)(5)(E) |
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(a)(5)(F) |
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(a)(5)(G)* |
| Form of Israel Newspaper Publication, published on November 22, 2019 (Israel Time). |
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(b)(1) |
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(d)(1) |
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(d)(2) |
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(d)(3) |
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(d)(4) |
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(d)(5) |
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(d)(6) |
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(d)(7) |
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(d)(8) |
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(d)(9) |
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(d)(10) |
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(d)(11) |
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(d)(12) |
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(d)(13) |
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(d)(14) |
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(g) |
| Not applicable. |
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(h) |
| Not applicable. |
* Translated from Hebrew.