Tender Offer - INCOME OPPORTUNITY REALTY INVESTORS INC /TX/
Form Type: 10-K
Filing Date: 2025-03-20
Corporate Action: Tender-offer
Type: Update
Accession Number: 000199937125002901
Filing Summary: Income Opportunity Realty Investors, Inc. (the 'Company'), an externally managed entity, focuses on investing in mortgage notes receivable and real properties. The controlling shareholder, Transcontinental Realty Investors, Inc. (TCI), holds a significant stake of 83.2% of the Company's common stock as of December 31, 2024, and has engaged in transactions, including a Tender Offer to purchase 100,000 shares at $18 each, completed on January 29, 2025. The Tender Offer concluded with TCI acquiring 21,678 shares, increasing its ownership to 83.7%. The Company reported a closing price of $17.35 per share on March 19, 2025, with 4,066,178 shares outstanding. Management emphasizes its reliance on interest income from related-party notes receivable. Various risk factors affecting operations, financial condition, and market dynamics are discussed, highlighting interdependencies with controlling shareholders.
Additional details:
Business Description: Externally managed company investing in mortgage notes receivable and real property
Controlling Shareholder: Transcontinental Realty Investors, Inc.
Tc Ownership Percentage: 83.2
Shares Outstanding: 4,066,178
Tender Offer Price: 18
Tender Offer Shares Acquired: 21,678
Submission Date: 2025-01-29
Closing Price Per Share: 17.35
Total Shares For Repurchase: 1,650,000
Shares Repurchased: 44,536
Form Type: SC 13E3/A
Filing Date: 2025-02-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000183988225007943
Filing Summary: This document serves as Amendment No. 3 to Schedule 13E-3, detailing a tender offer by Transcontinental Realty Investors, Inc. (TCI) to purchase up to 100,000 shares of Income Opportunity Realty Investors, Inc. (IOR) at a price of $18 per share in cash. The amendment is filed to correct errors and provide additional information post the conclusion of the offer. At the end of the offer, which concluded on January 29, 2025, TCI purchased 121,128 shares of IOR, resulting in TCI owning a total of 3,401,698 shares, or approximately 83.68% of IOR's outstanding shares. This amendment references previous filings and incorporates their information where applicable.
Additional details:
Purchase Price: $18
Shares Tendered: 121,128
Total Amount Paid: $380,304
Ownership After Offer: 3,401,698
Percentage Owned After Offer: 83.68%
Form Type: SC TO-T/A
Filing Date: 2025-01-30
Corporate Action: Tender-offer
Type: Update
Accession Number: 000199937125000928
Filing Summary: This document is an amendment to the Schedule TO filed by Transcontinental Realty Investors, Inc. regarding their tender offer to purchase up to 100,000 shares of Income Opportunity Realty Investors, Inc. common stock. The amendment reveals that as of January 29, 2025, by 5:00 PM New York City time, 21,128 shares had been tendered under the offer, which represents approximately 0.5196% of the 4,066,178 shares currently outstanding. TCI has decided to purchase all the shares tendered and has waived any minimum condition requirement for the completion of the offer. Payment for the tendered shares will be processed as soon as possible by the Depositary. Additionally, the amendment includes new exhibits, specifically a press release issued by TCI on January 30, 2025. The offer price remains at $18 per share, with payment in cash, and the offer itself was set to conclude at the designated expiration time.
Additional details:
Offer Price: 18
Shares Tendered: 21128
Percentage Of Outstanding Shares: 0.5196
Expiration Time: 2025-01-29 17:00:00
Min Condition Requirement: waived
Form Type: SC 13E3/A
Filing Date: 2025-01-24
Corporate Action: Tender-offer
Type: Update
Accession Number: 000199937125000595
Filing Summary: Amendment No. 2 to Schedule 13E-3 is filed by Transcontinental Realty Investors, Inc. regarding a tender offer to purchase up to 100,000 shares of Income Opportunity Realty Investors, Inc. at $18 per share. The filing corrects errors and adds supplemental information to the original filing. The document incorporates by reference prior disclosures and provides financial statements including a balance sheet and a statement of operations for IOR, revealing a total asset of $120,817 thousand as of September 30, 2024, and a net income of $3,539 thousand for the nine months ended September 30, 2024. The updated filing also reflects a book value per share at $29.71 as of the end of September 2024.
Additional details:
Issuer Name: Income Opportunity Realty Investors, Inc.
Offeror Name: Transcontinental Realty Investors, Inc.
Cusip Number: 452926108
Offer Price: $18
Shares Offered: 100,000
Net Income Nine Months: $3,539,000
Total Assets: $120,817,000
Book Value Per Share: $29.71
Form Type: SC TO-T/A
Filing Date: 2025-01-17
Corporate Action: Tender-offer
Type: Update
Accession Number: 000183988225002560
Filing Summary: This document is an Amendment No. 3 to Schedule TO filed by Transcontinental Realty Investors, Inc. regarding its offer to purchase up to 100,000 shares of common stock from Income Opportunity Realty Investors, Inc. The offer price is set at $18 per share. The expiration date for the tender offer was initially January 15, 2025, but has been extended to January 29, 2025. As of the initial expiration time, 126,915 shares had been tendered and not withdrawn. This amendment includes updated information on the tender offer and adds additional exhibits including a press release dated January 16, 2025. The information from previous amendments remains unchanged unless specifically modified in this document.
Additional details:
Offer Price: 18
Shares Tendered: 126915
Original Expiration Time: 2025-01-15T17:00:00Z
Extended Expiration Time: 2025-01-29T17:00:00Z
Press Release Date: 2025-01-16
Form Type: SC 13E3/A
Filing Date: 2025-01-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000183988225002509
Filing Summary: This is Amendment No. 1 to Schedule 13E-3 filed by Transcontinental Realty Investors, Inc. regarding a tender offer to purchase up to 100,000 shares of common stock of Income Opportunity Realty Investors, Inc. at a price of $18 per share. The amendment reflects corrections, additional information, and confirms the offer is not intended to lead to a 'going private' transaction nor an acquisition of all shares. The filing states that TCI currently holds approximately 83.16% of IOR's shares and that the offer will provide non-affiliated shareholders an equal chance to sell their shares at the same price previously paid for share repurchases in 2024. It mentions that completion of the tender offer will not result in a change in control of IOR, and notes the calculated net book value per share was significantly higher than the offer price, indicating TCI's consideration of market conditions and future prospects rather than solely accounting values in determining the offer price. Additionally, the amendment states that no executive compensation arrangements will be triggered by the offer, ensuring that existing executives will not benefit financially from the transaction.
Additional details:
Shares Offered: 100000
Offer Price: 18
Current Ownership Percentage: 83.16
Remaining Shares Non Affiliated: 315309
Net Book Value Dec 2023: 28.72
Net Book Value Sep 2024: 29.71
Form Type: SC TO-T/A
Filing Date: 2025-01-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000183988225002536
Filing Summary: This Amendment No. 2 to Schedule TO revises the original Schedule TO filed by Transcontinental Realty Investors, Inc. (the ‘Offeror’) regarding a tender offer to purchase up to 100,000 shares of common stock of Income Opportunity Realty Investors, Inc. (the ‘Company’ or ‘IOR’) at a price of $18 per share. The Offer is extended to January 29, 2025, from its previous expiration of January 15, 2025. As of January 13, 2025, two IOR stockholders of record had tendered shares. The document contains corrected information, specifically about the outstanding shares, the tender offer mechanics, the regulatory framework under which the Offer is conducted, and additional disclosures related to the Offer’s purpose. It clarifies the Offer's nature as being a Rule 13e-3 transaction despite its limited scope, emphasizes that TCI does not have immediate plans for a merger, and asserts that the Offer remains open for a maximum of 28 calendar days.
Additional details:
Tender Offer Price: 18
Tender Offer Expiration Date: 2025-01-29
Number Of Shares Tendered: 100000
Outstanding Shares Of Ior: 4066178
Form Type: SC 14D9/A
Filing Date: 2025-01-15
Corporate Action: Tender-offer
Type: Update
Accession Number: 000183988225002270
Filing Summary: This document is an Amendment No. 1 to the Schedule 14D-9 filed by Income Opportunity Realty Investors, Inc. regarding the tender offer made by Transcontinental Realty Investors, Inc. to purchase up to 100,000 shares of IOR's outstanding common stock at a price of $18 per share. This amendment provides updates, corrections, and additional information about previous filings. As of the record date of November 8, 2024, there were 4,066,178 outstanding shares. The amendment clarifies that there have been no recent transactions involving IOR shares by its executives or directors and indicates no discussions have occurred between TCI and IOR regarding the offer. The document reaffirms the terms of the offer and references additional agreements that might cover conflicts of interest, including an Advisor Agreement involving Pillar Income Asset Management. No 'Golden Parachute Compensation' agreements exist related to the tender offer, and it is disclosed that IOR has no employees as its executives are employed by its contractual advisor, Pillar.
Additional details:
Cik: 0001012954
Common Stock Cusip: 452926-10-8
Offer Price: 18
Shares Offered: 100000
Record Date: 2024-11-08
Outstanding Shares: 4066178
Form Type: SC 13D/A
Filing Date: 2024-12-31
Corporate Action: Tender-offer
Type: Update
Accession Number: 000183988224048207
Filing Summary: 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.
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
Filing Summary: 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.
Additional details:
Share Offer Price: 18
Maximum Shares To Be Purchased: 100000
Percentage Of Ownership Increase: 2.46
Total Shares Outstanding: 4066178
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