Tender Offers for INCOME OPPORTUNITY REALTY INVESTORS INC /TX/
Form Type: SC 13D/A
Filing Date: 2024-12-31
Corporate Action: Tender-offer
Type: Update
Accession Number: 000183988224048207
Comments: This document is an Amendment No. 1 to Schedule TO filed by Transcontinental Realty Investors, Inc. for a tender offer to purchase up to 100,000 shares of common stock from Income Opportunity Realty Investors, Inc. at a price of $18 per share. The Amendment reflects additional disclosure regarding the filing of Schedule 13E-3 with the SEC on December 30, 2024, in response to SEC staff requests. The Schedule E-3 includes fairness information of the transaction. The document highlights the offer terms, including payment conditions and tax considerations. The revision to the exhibit section replaces prior documents with a new version of the Notice of Guaranteed Delivery. The filing aims to clarify and update details pertaining to the tender offer process.
Document Link: View Document
Additional details:
Name Of Subject Company: INCOME OPPORTUNITY REALTY INVESTORS, INC.
Offeror Name: TRANSCONTINENTAL REALTY INVESTORS, INC.
Common Stock Title: Common Stock, Par Value $0.01 per share
Cusip Number: 452926108
Offer Price: $18 per Share
Maximum Shares Offered: 100,000
Filing Entity: TRANSCONTINENTAL REALTY INVESTORS, INC.
Offer Date: December 16, 2024
Schedule 13e3 Filing Date: December 30, 2024
Form Type: SC 13E3
Filing Date: 2024-12-30
Corporate Action: Tender-offer
Type: New
Accession Number: 000199937124015871
Comments: The Schedule 13E-3 Transaction Statement is filed by Transcontinental Realty Investors, Inc. (TCI) in relation to a limited tender offer to purchase up to 100,000 shares of common stock of Income Opportunity Realty Investors, Inc. (IOR) at a price of $18 per share. This offer aims to allow non-affiliated holders of IOR shares the opportunity to sell their shares at the same price previously offered in earlier buybacks by IOR. As of November 7, 2024, TCI holds approximately 83.16% of the outstanding shares of IOR, and the tender offer seeks to increase TCI's ownership by only approximately 2.46%. The offer is voluntary and not mandated by any legal requirement. The shares are listed on the NYSE American Exchange, and TCI has no special provisions for unaffiliated stockholders beyond the offer itself. There have been no public offerings or major events affecting IOR's shares recently, and no recommendations have been made by IOR’s Board regarding the tender offer. TCI presents its offer as fair, referencing the market price and past transactions as justifications for the offer price.
Document Link: View Document
Additional details:
Share Offer Price: 18
Maximum Shares To Be Purchased: 100000
Percentage Of Ownership Increase: 2.46
Total Shares Outstanding: 4066178