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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/05/18 American Finance Trust, Inc SC TO-I/A 1:25K American Finance Trust, Inc Toppan Vintage/FA |
Document/Exhibit Description Pages Size 1: SC TO-I/A Amendment No. 2 HTML 17K
As filed with the Securities and Exchange Commission on June 5, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN FINANCE TRUST, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Edward M. Weil, Jr.
Chairman, Chief Executive Officer and President
American Finance Trust, Inc.
405 Park Avenue, 4th Floor
New York, New York 10022
(212) 415-6500
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
| Peter M. Fass, Esq. Proskauer Rose LLP Eleven Times Square New York, New York 10036 (212) 969-3000 |
Michael J. Choate, Esq. Proskauer Rose LLP Three First National Plaza 70 West Madison, Suite 3800 Chicago, Illinois 60602 (312) 962-3567 |
CALCULATION OF FILING FEE
| Transaction Valuation: | Amount of Filing Fee: |
| $ 15,450,000(a) | $ 1,923.53(b) |
| (a) | Calculated as the maximum aggregate purchase price to be paid for shares of common stock. |
| (b) | The amount of the filing fee, 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 2018, equals $124.50 per million dollars of the aggregate value of the transaction. |
| 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: | | $ 1,923.53 | | Filing Party: | | American Finance Trust, Inc. |
| Form or Registration No.: | | 005-88802 | | Date Filed: | | May 1, 2018 |
| ¨ | 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
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). |
SCHEDULE TO
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2018 and amended by Amendment No. 1 (“Amendment No. 1”) thereto filed with the SEC on May 22, 2018 (as amended by Amendment No. 1 and Amendment No. 2, the “Schedule TO”). The Schedule TO relates to the offer by American Finance Trust, Inc., a Maryland corporation (the “Company”), to purchase up to 1,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Shares (resulting in a commensurate increase in the dollar volume by up to approximately $32.4 million) without amending or extending the offer in accordance with rules promulgated by the SEC, at a purchase price equal to $15.45 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 30, 2018, and in the related Letter of Transmittal, which, together with any amendments or supplements thereto, including Amendment No. 1 constituted the “Offer.”
The purpose of this Amendment No. 2 is to serve as a final amendment to the Schedule TO reporting the final results of the Offer. Only those items amended are reported in this Amendment No. 2.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information thereto:
“The Offer, proration period and withdrawal rights expired at 11:59 p.m. Eastern Time, on May 31, 2018, and the Offer was not extended. The Company has been advised by the Depositary that a total of 207,713 Shares were validly tendered and not validly withdrawn. In accordance with the terms of the Offer, the Company has accepted for purchase all such Shares at a purchase price equal to $15.45 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, for a total cost of approximately $3.2 million, excluding fees and expenses relating to the Offer. Payment for the Shares purchased pursuant to the Offer commenced on June 5, 2018. The Shares accepted for purchase in the Offer represent 0.2% of the issued and outstanding Shares as of May 31, 2018.”
C:
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.
| Date: June 5, 2018 | ||
| American Finance Trust, Inc. | ||
| By: | /s/ Edward M. Weil, Jr. | |
| | Edward M. Weil, Jr. | |
| Chairman, Chief Executive Officer and President | ||
C:
| This ‘SC TO-I/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/5/18 | 8-K | ||
| 5/31/18 | 8-K, DEF 14A | |||
| 5/22/18 | 8-K, SC TO-I/A | |||
| 5/1/18 | 8-K, SC TO-C, SC TO-I | |||
| 4/30/18 | 8-K, SC TO-C | |||
| List all Filings | ||||