Item 8.01. Other Events
Commencement of Tender Offers
On
The Company's board of directors (the "Board") believes that the MacKenzie Offer
is not in the best interests of stockholders. This belief is based on, among
other things, the most recent estimated net asset value per Share (the
"Estimated Per-Share NAV") of
The Company Offer will be paid in cash, less the withholding of any applicable
taxes and without interest, as further described in the Offer to Purchase, the
Letter of Transmittal and other related materials filed with the
Because the offer price under the Company Offer is still well below the current Estimated Per-Share NAV of the Shares, the Company's board of directors recommends that stockholders DO NOT tender their Shares in the Company Offer or the lower MacKenzie Offer.
The Board acknowledges that each stockholder must evaluate whether to tender his
or her Shares in either the Company Offer or the MacKenzie Offer and that,
because there is no trading market for the Shares, an individual stockholder may
determine to tender based on, among other considerations, such stockholder's
individual liquidity needs. In addition, the Board believes that in making a
decision as to whether to tender Shares in either offer, each stockholder should
keep in mind that (a) the Board has the right to amend, suspend or terminate the
Company's share repurchase program ("SRP") at any time (which program has
significant limitations and is suspended during the Company Offer in accordance
with applicable securities laws), (b) the Board has the right to amend, extend
or, upon certain specified conditions, terminate the Company Offer and (c) the
Board makes no assurances with respect to (i) future distributions (which can
change periodically) or (ii) the timing of providing liquidity to the
stockholders. The Company expects to publish a new Estimated Per-Share NAV as of
On or about
The Company Offer is further described in, and will be conducted in accordance
with the terms and conditions set forth in, the Offer to Purchase, the Letter of
Transmittal and other related materials that are being mailed to stockholders
together with the Stockholder Letter. Each stockholder must make his, her or its
own decision whether to tender Shares and how many Shares to tender. In doing
so, the Company urges stockholders to read carefully the information in or
incorporated by reference into the Offer to Purchase, the Letter of Transmittal
and other related materials that are filed with the
Share Repurchase Program
The Board has approved an amendment to the SRP solely with respect to the date
on which repurchases are to be made in respect of requests made during the
period commencing
All other terms of the SRP remain in effect, including that repurchases pursuant to the SRP are at the sole discretion of the Board.
The foregoing summary of the SRP amendment is qualified by the text of the SRP
amendment, which is filed as Exhibit 99.2 to this Current Report on Form 8-K. A
copy of the notice with respect to the SRP amendment provided to each
stockholder who participated in the SRP during the period commencing
In addition, the Board has suspended the SRP. The Company will not accept any repurchase requests or make any repurchases under the SRP during the pendency of the Company Offer or for 10 business days thereafter.
Forward-Looking Statements
The foregoing contains forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical facts included in this Current Report on Form 8-K, including statements concerning the Company's plans, objectives, goals, beliefs, business strategies, future events, business conditions, the Company's results of operations, financial position and the Company's business outlook, business trends and other information are forward-looking statements. When used in this Current Report on Form 8-K, the words "estimate", "anticipate", "expect", "believe", "intend", "may", "will", "should", "seek", "approximately" or "plan", or the negative of these words and phrases, or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. Stockholders can also identify forward-looking statements by discussions of strategy, plans or intentions of management.
Forward-looking statements are not historical facts, and are based upon the
Company's current expectations, beliefs, estimates and projections, and various
assumptions, many of which, by their nature, are inherently uncertain and beyond
the Company's control. The Company's expectations, beliefs, estimates and
projections are expressed in good faith and the Company believes there is a
reasonable basis for them. However, there can be no assurance that management's
expectations, beliefs, estimates and projections will result or be achieved and
actual results may vary materially from what is expressed in or indicated by the
forward-looking statements. There are a number of risks, uncertainties and other
important factors, many of which are beyond the Company's control, that could
cause the Company's actual results to differ materially from the forward-looking
statements contained in this Current Report on Form 8-K. Such risks,
uncertainties and other important factors include, among others, the risks and
uncertainties described under the Risk Factors included in the Company's most
recent Annual Report on Form 10-K for the year ended
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Letter to Stockholders datedJanuary 9, 2020 99.2 Fifth Amendment to Second Amended and Restated Share Repurchase Program 99.3 Letter to SRP Participants datedJanuary 9, 2020 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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