Tender offer statement by Issuer



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As filed with the Securities and Exchange Commission on July 8, 2021




UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C. 20549




______________________________________________________




SCHEDULE TO




(Amendment No. 1)




TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)




OF THE SECURITIES EXCHANGE ACT OF 1934




______________________________________________________




KBS REAL ESTATE INVESTMENT TRUST III, INC.




(Name of Subject Company (Issuer) and Filing Person (Offeror))




Common Stock, $0.01 par value per share




(Title of Class of Securities)




48668L 105




(CUSIP Number of Class of Securities)




Charles J. Schreiber, Jr.




Chief Executive Officer




KBS Real Estate Investment Trust III, Inc.




800 Newport Center Drive, Suite 700




Newport Beach, California 92660




(949) 417-6500




(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)




With copies to:




Robert H. Bergdolt, Esq.




Carrie J. Hartley, Esq.




DLA Piper LLP (US)




4141 Parklake Avenue, Suite 300




Raleigh, North Carolina 27612-2350




(919) 786-2000




______________________________________________________




CALCULATION OF FILING FEE




























Transaction Valuation:



Amount of Filing Fee:



$350,000,000 (a)



$38,185 (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 of the Securities Exchange Act of 1934, as amended, equals $109.10 per million of the aggregate amount of cash offered by the Company.




☒    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: $38,185



Filing Party: KBS Real Estate Investment Trust III, Inc.



Form of Registration No.: SC TO-I 000-54687



Date Filed: June 4, 2021





☐    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.




☒    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: ☐




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. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2021 (as amended, and as may be further supplemented or amended from time to time, the “Schedule TO”) by KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the “Company”), relating to the Company’s offer to purchase for cash up to 33,849,130 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), or approximately $350 million of 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 number of Shares by up to approximately 3.7 million Shares) without amending or extending the offer in accordance with rules promulgated by the SEC, at a purchase price of $10.34 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 4, 2021, and in the related Letter of Transmittal, previously filed with the Schedule TO on June 4, 2021 as Exhibits (a)(i) and (a)(ii), respectively. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.




The information contained in the Offer to Purchase and the related Letter of Transmittal, previously filed with the Schedule TO on June 4, 2021 as Exhibits (a)(i) and (a)(ii), respectively, is incorporated into this Amendment No. 1 by reference in response to all the items of the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.




Items 1 through 11.




Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:




The Company has received the preliminary results of the tender offer, which expired at midnight Eastern Time, on July 1, 2021. Based on the preliminary count by DST Systems, Inc. (“DST”), the depositary, paying agent and information agent for the tender offer, a total of approximately 26,377,990 Shares were properly tendered and not properly withdrawn. In accordance with the terms and conditions of the tender offer and rules promulgated by the SEC, and based on the preliminary count by DST, the Company expects to accept for purchase up to 26,377,990 Shares properly tendered and not properly withdrawn prior to the expiration of the tender offer at a purchase price of $10.34 per Share, or approximately $272.7 million of Shares, excluding fees and expenses relating to the tender offer.




Based on this preliminary count, the Shares expected to be purchased in the tender offer represent approximately 14.2% of the Company’s issued and outstanding Shares as of July 2, 2021. Based on these preliminary numbers, the Company anticipates that, following settlement of the tender offer, it will have approximately 159,878,012 Shares outstanding.




The number of Shares expected to be purchased in the tender offer is preliminary and subject to change and to confirmation by DST. The final number of Shares to be purchased will be announced following the completion of the confirmation process by DST and the Company’s notice to DST of its acceptance of the Shares for payment. Payment for the Shares accepted for purchase pursuant to the tender offer, and the return of all other Shares tendered and not purchased, will occur promptly thereafter, in accordance with applicable law. Payment will be made in cash, less any applicable withholding taxes and without interest.




Item 12. Exhibits.




The Exhibit Index appearing after the signature page hereto is incorporated by reference.




Item 13. Information Required by Schedule 13E-3.




Not applicable.






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SIGNATURE




After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.





























































KBS REAL ESTATE INVESTMENT TRUST III, INC.







Dated: July 8, 2021



BY:




/s/ Jeffrey K. Waldvogel






Jeffrey K. Waldvogel






Chief Financial Officer, Treasurer and Secretary













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EXHIBIT LIST


























































































































































































(a)(i)









(a)(ii)









(a)(iii)









(a)(iv)









(a)(v)









(a)(vi)









(a)(vii)









(a)(viii)









(b)(i)









(b)(ii)









(b)(iii)









(b)(iv)









(b)(v)









(b)(vi)









(b)(vii)









(b)(viii)













3




































































































































































(b)(ix)









(b)(x)









(b)(xi)









(b)(xii)









(b)(xiii)









(b)(xiv)









(b)(xv)









(b)(xvi)









(b)(xvii)









(b)(xviii)









(b)(xix)









(b)(xx)













4









































































































































































(b)(xxi)









(b)(xxii)









(b)(xxiii)









(b)(xxiv)









(b)(xxv)









(b)(xxvi)









(b)(xxvii)









(b)(xxviii)









(b)(xxix)









(d)(i)









(d)(ii)









(d)(iii)









(h)




None.













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The above information was disclosed in a filing to the SEC. To see the filing, click here.

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