TCI Transcontinental Realty Investment Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

SCHEDULE TO

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

SECURTIES EXCHANGES ACT OF 1934

(AMENDMENT NO. 4)

_____________________________

 

INCOME OPPORTUNITY REALTY INVESTORS, INC.

(Name of Subject Company)

_______________________

TRANSCONTINENTAL REALTY INVESTORS, INC.

(Offeror)
(Names of Filing Persons)

 

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

 

452926108

(CUSIP Number of Class of Securities)

 

Erik L. Johnson, President and Chief Executive Officer

Transcontinental Realty Investors, Inc.

1603 LBJ Freeway, Suite 800

Dallas, Texas 75234

Telephone: (469) 522-4200

 

(Name, Address and Telephone Number of Persons Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

 

With a copy to:

Steven C. Metzger, Esq.

Metzger Law PLLC

4709 W. Lovers Lane, Suite 200

Dallas, Texas 75209

Telephone: 214-740-5030

 

This Amendment No. 4 to Schedule TO (this “Amendment”) amends portions of an original Statement on Schedule TO filed December 16, 2024 and Amendments 1, 2 and 3 thereto (the “Schedule TO”), by Transcontinental Realty Investors, Inc., a Nevada corporation (the “Offeror” or “TCI”) with respect to TCI’s offer to purchase up to 100,000 shares of the outstanding shares of common stock, par value $0.01 per share (each a “Share” and collectively the “Shares”) of Income Opportunity Realty Investors, Inc., a Nevada corporation (“IOR”) at a purchase price of $18 per Share, net to the seller in cash, without interest (the “Offer Price”) and less any taxes required to be withheld, upon the terms and conditions set forth in the Offer to Purchase dated December 16, 2024 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which together with the Offer to Purchase, as such may be amended or supplemented from time to time, constitute the “Offer”).

This Amendment is being filed on behalf of the Offeror to reflect and disclose Shares tendered by the final Expiration Time of January 29, 2025 at 5 pm, New York City time, (the “Expiration Time”) and to add additional exhibits. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO as previously amended, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings as scribed to them in the Schedule TO.

ITEMS 1THROUGH 9; ITEM 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items 1 through 9 and Item 11 incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs thereto:

On January 29, 2025, the Depositary advised TCI that as of 5:00 o’clock p.m., New York City time on January 29, 2025, at least 21,128 Shares had been tendered pursuant to the Offer and not withdrawn.

The Offer concluded at 5:00 p.m. local New York City time January 29, 2025. TCI has determined to purchase all 21,128 Shares tendered and waive any minimum condition requirement. Payment for Shares tendered is being made as promptly as possible by the Depositary. The 21,128 Shares tendered and being purchased by TCI represent only approximately 0.5196% of the 4,066,178 IOR Shares presently outstanding.

The full text of the announcement is attached as Exhibit (A) (5) (D) to this Amendment and is incorporated herein by reference.

 

ITEM 12 EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

	Exhibit Designation	Document Description
	(A)(5)(D)	Press Release of TCI dated January 30, 2025.
	107	Revised Filing Fee Table

SIGNATURES

 

After reasonable inquiry and to the best of the respective knowledge or belief, the undersigned certify that the information set forth in this Amendment is true, complete and correct.

 

Dated: January 30, 2025

TRANSCONTINENTAL REALTY INVESTORS, INC.

 

	By:	/s/ Erik L. Johnson
		Erik L. Johnson, President and
		Chief Executive Officer

 

 

 

Transcontinental Realty Investors, Inc. SC TO-T/A 

Exhibit (A)(5)(D)

 

PRESS RELEASE

 

TRANSCONTINENTAL REALTY INVESTORS, INC ANNOUNCES NUMBER OF SHARES RECEIVED IN TENDER OFFER WHICH EXPIRED JANUARY 29, 2025

 

Dallas, Texas (January 30, 2025) – Transcontinental Realty Investors, Inc. (NYSE: TCI) announced today that at the extended scheduled expiration time on January 29, 2025 at 5 pm local New York City time, the Depositary for the previously announced tender offer to purchase up to 100,000 shares of common stock, par value $0.01 per share (the “Shares”) of Income Opportunity Realty Investors, Inc. (NYSE American: IOR) for $18 per Share, net to the seller in cash without interest and less any required withholding taxes (the “Offer”), at least 21,128 Shares had been validly tendered and not withdrawn from the tender offer.

 

Equiniti Trust Company, LLC, as the Depositary for the Offer advised that of the Shares finally tendered, approximately 12,751 Shares are from CEDE and 8,377 Shares are from holders of record. TCI has determined to purchase all Shares tendered and waive any minimum condition requirement. Payment for Shares tendered is being made as promptly as possible by the Depositary. Purchase by TCI of the 21,128 Shares tendered will increase TCI’s ownership of Shares by approximately 0.5196%.

 

About Transcontinental Realty Investors, Inc.

 

Transcontinental Realty Investors, Inc., a Nevada corporation is a Dallas based real estate investment company holding a diverse portfolio of equity real estate located across the U.S., including office buildings, multifamily and developed and undeveloped land. The company invests in real estate through direct ownership, leases and partnerships and invests in mortgage loans on real estate. The company also holds mortgage receivables. For more information, visit the website at www.transconrealty-invest.com.

 

About Income Opportunity Realty Investors, Inc.

 

Income Opportunity Realty Investors, Inc., a Nevada corporation is a Dallas based real estate investment company, currently holds a portfolio of notes receivable. The company also invests in real estate through direct equity ownership and partnerships. For more information, visit the website at www.incomeopp-realty.com.

 

Important Information about the Concluded Tender Offer

 

This press release is for informational purposes only and does not constitute an offer to purchase Shares of IOR common stock, a solicitation to sell such Shares or a solicitation/recommendation statement under the rules and regulations of the SEC. Documents related to the concluded Tender Offer may be obtained at no charge at the SEC’s website at www.sec.gov.

 

Cautionary Statements

 

Statements in this press release that are not historical, including statements regarding TCI’s beliefs, expectations, and strategies constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Important factors that could cause the differences are discussed in TCI’s reports on Form 10-Q, 10-K and 8-K that TCI periodically files with the SEC. These factors include TCI’s revenue and expenses, TCI’s capital needs, TCI’s dependence on significant matters, risks that TCI may incur significant costs related to certain insurance retention levels. TCI does not undertake to update any forward-looking statements in this press release. Copies of TCI’s SEC filings, including its annual report on Form 10-K and quarterly reports on Form 10-Q may be obtained by contacting www.sec.gov or at the SEC Filing Section of TCI’s website at www.transconrealty-invest.com.

 

 

Contacts

 

Transcontinental Realty Investors, Inc.

Investor Relations

Erik Johnson (469) 522-4200

investorrelations@transconrealty-invest.com

 

Transcontinental Realty Investors, Inc. SC TO-T/A 

Exhibit 107

 

 

Calculation of Filing Fee Tables

 

Table 1 – Transaction Valuation

 

	Transaction Valuation	Fee rate*	Amount of Filing fees
Fees to Be Paid	$1,800,000	$153.10	$275.58(a)
Fees Previously Paid
Total Transaction Valuation
Total Fees Due for Filing
Total Fee Offsets
Net Fee Due

 

Table 2 – Fee Offset Claims and Sources

 

	Registration or filer name	Form or filing type	File number	Initial filing date	Filing date	Fee offset claimed	Fee paid with fee offset source
Fee Offset Claims
Fee Offset Sources

 

 

Explain how the transaction valuation was determined.

 

Transaction Valuation determined based on Offer Price of $18 per Share multiplied by up to 100,000 IOR Shares sought.

 

$18 x 100,000 = $1,800,000 Transaction Valuation.

 

 

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* the Fee Rate is $153.10 per million dollars of Transaction Valuation from and after October 1, 2024 pursuant to SEC Fee Rate Advisory issued August 20, 2014.

 

^(a) the amount of $306.20 was originally reported, but the pay.gov portal calculated the fees as $275.58 which has been paid.

 

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