IOR Income Opportunity Realty Investments

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

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SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE
SECURTIES EXCHANGES ACT OF 1934
(AMENDMENT NO. 1 )

 

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INCOME OPPORTUNITY REALTY INVESTORS, INC.
(Name of Subject Company)

 

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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. 1 to Schedule TO (this “Amendment”) amends portions of an original Statement on Schedule TO filed December 16, 2024, 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 that the Offeror also, in an abundance of caution, filed a Schedule 13E-3 with the Securities and Exchange Commission (the “SEC”) on December 30, 2024 at the request of the staff of the SEC, which Schedule 13E-3 principally incorporates by reference therein information set forth in the Offer to Purchase in response to most of the Items 1-16 in such Schedule 13E-3. This Amendment only amends or adjust the items set forth below.

 

ITEM 11. ADDITIONAL INFORMATION.

 

(c) In addition, the information set forth in the Schedule 13E-3 filed with the SEC on December 30, 2024, is incorporated herein by reference, including, but not limited to, the information set forth under “Item 8. FAIRNESS OF THE TRANSACTION.”

 

ITEM 12. EXHIBITS

 

The exhibit (A)(1)(C) as previously filed is replaced with the version set forth below:

 

Exhibit Designation	Document Description
(A)(1)(C)	Revised Form Notice of Guaranteed Delivery

 

 

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: December 30, 2024	TRANSCONTINENTAL REALTY INVESTORS, INC.
	By:	/s/ Erik L. Johnson
		Erik L. Johnson, President and Chief Executive Officer

 

Transcontinental Realty Investors, Inc. SC TO-TA

 

EXHIBIT (A)(1)(C)

 

NOTICE OF GUARANTEED DELIVERY
(Not to be used for Signature Guarantee)
for
Tender of Shares of Common Stock
of
INCOME OPPORTUNITY REALTY INVESTORS, INC.

 

THE OFFER, PROPORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 15, 2025, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”).

 

As set forth in Section 3 of the Offer to Purchase, dated December 16, 2024 (the “Offer to Purchase” and together with the related Letter of Transmittal (the “Letter of Transmittal”), as they may be amended or supplemented from time to time, the “Offer”) this form must be used to accept the Offer if (1) certificates representing your shares of Common Stock, par value $0.01 par value per share, of Income Opportunity Realty Investors, Inc., a Nevada corporation (the “Company”), are not immediately available or cannot be delivered to the Depositary prior to the Expiration Time (or the procedures for book-entry transfer described in the Offer to Purchase and the Letter of Transmittal cannot be completed on a timely basis), or (2) time will not permit all required documents, including a completed and duly executed Letter of Transmittal, to reach the Depositary prior to the Expiration Time.

 

This form, signed and properly completed, may be transmitted by facsimile (718 765-8758) or delivered by mail or overnight courier to the Depositary. See Section 3 of the Offer to Purchase. All capitalized terms used and not defined herein shall have the same meanings as in the Offer to Purchase.

 

 

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELVERY

 

For this Notice of Guaranteed Delivery to be validly delivered, it must be received by the Depositary at the above address, or by facsimile transmission, prior to the Expiration Time. Deliveries of this Notice of Guaranteed Delivery to the Company, the Information Agent or The Depository Trust Company (“DTC”) will not be forwarded to the Depositary and therefore will not constitute valid delivery.

 

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the Instructions in the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

 

 

Ladies and Gentlemen:

 

The undersigned hereby tenders to Transcontinental Realty Investors, Inc. (“TCI”) the shares indicated in this Notice of Guaranteed Delivery, on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal, receipt of which is hereby acknowledged, the number of shares set forth below, all pursuant to the guarantee delivery procedures set forth in Section 3 of the Offer to Purchase. All capitalized terms used and not defined herein shall have the same meanings as in the Offer to Purchase.

 

 

ALL STOCKHOLDERS TENDERING BY NOTICE OF GUARANTEED DELIVERY
MUST COMPLETE THE FORM BELOW AND HAVE THE GUARANTEE ON
THE FOLLOWING PAGE COMPLETED

 

Certificate Nos. (if available):

 

Name(s) of Record Holder(s):
(Please Type or Print)

 

Address(es):

 

Zip Code(s):

 

Daytime Area Code and Telephone Number

 

Signatures:

 

Dated: ____________, 20__

 

If shares will be tendered by book-entry transfer, check this box □ and provide the following information:

 

Names of Tendering Institution:

 

Account Number at DTC:

 

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED

 

 

GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)

 

The undersigned, a firm that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is also an “eligible guarantor institution,” as the term is defined in Rule 17Ad-15 (the “Eligible Institution”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby guarantees that (1) the above named person(s) “own(s)” the shares tendered hereby within the meaning of Rule 14c-4 under the Exchange Act, (2) such tender of shares complies with Rule 14c-4 under the Exchange Act and (3) it will deliver to the Depositary either the certificates representing the shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such shares into the Depositary’s account at DTC, in any such case, together with a properly completed and duly executed Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any required signature guarantees and other documents required by the Letter of Transmittal, within one business day (as defined in the Offer to Purchase) after the date of receipt by the Depositary of this Notice of Guaranteed Delivery.

 

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such Eligible Institution.

 

Name of Firm:

 

Authorized Signature:

 

Name:

(Please Type or Print)

 

Title

 

Address:

 

Zip Code:

 

Area Code and Telephone Number:

 

Dated: ________________________, 20__

 

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH
YOUR LETTER OF TRANSMITTAL.

 

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