UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9
(Rule
14d-101)
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER
SECTION 14(d) (4) OF THE SECURITIES EXCHANGES ACT OF 1934
INCOME OPPORTUNITY REALTY INVESTORS, INC.
(Name
of Subject Company)
INCOME
OPPORTUNITY REALTY INVESTORS, INC.
(Name
of Person(s) Filing Statement)
Common
Stock, Par Value $0.01 per share
(Title
of Class of Securities)
452926-10-8
(CUSIP
Number of Class of Securities)
Erik
L. Johnson, President
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
(214)
740-5030
TABLE
OF CONTENTS
Page
| Item
1. | Subject
Company Information. |
The
name of the subject company is Income Opportunity Realty Investors, Inc., a Nevada corporation (the “Company,”
“IOR,” “we,” “our” or “us”). The Company’s principal
executive office is located at 1603 LBJ Freeway, Dallas, Texas 75234 and its telephone number at that address is (469) 522-4200.
The
title of the class of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with the
exhibits and annexes hereto, as may be amended or supplemented, this “Schedule 14D-9”) relates to the
Company’s common stock, par value $0.01 per share (the “Shares”). As of August 8, 2024,
there were 4,066,178 issued and outstanding Shares.
| Item
2. | Identity
and Background of Filing Person. |
The
name, business address and business telephone number of the Company, which is both the person filing this Schedule 14D-9 and the
subject company, are set forth above under the heading Item 1. Subject Company Information, which information is incorporated
herein by reference. The Company’s website address is www.incomeop-realty.com. The information on the Company’s
website is not considered a part of this Schedule 14D-9, nor is such information incorporated herein by reference.
This
Schedule 14D-9 relates to the limited cash tender offer for up to 100,000 Shares (the “Offer”) by Transcontinental
Realty Investors, Inc., a Nevada corporation (“TCI”) which is for TCI to acquire up to 100,000 of the issued
and outstanding Shares at a price per share equal to $18, net to the seller of such Shares in cash, without interest (the “Offer
Price”), subject to any withholding of taxes required by applicable law. The Offer is disclosed in the Tender Offer
Statement on Schedule TO (together with any amendments or supplements thereto, the “Schedule TO”,
filed by TCI with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2024, and is
made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 16, 2024 (together with any
amendments or supplements thereto, the “Offer to Purchase”), and in the related letter of transmittal
(together with any amendments or supplements thereto, the “Letter of Transmittal”). The Offer to Purchase
and form of Letter of Transmittal are being mailed with this Schedule 14D-9 and are filed as exhibits (a)(1)(A) and (a)(1)(B)
to this Schedule 14D-9, respectively, and are incorporated herein by referenced. The Offer is purely voluntary and is not being
made pursuant to any other agreement or understanding between TCI and the Company. Any summary of the Offer contained in the Schedule
14D-9 is qualified in its entirety by the descriptions contained in the Offer to Purchase and the Letter of Transmittal. The information
relating to the Offer, including the Offer to Purchase, the Letter of Transmittal and related documents and this Schedule 14D-9,
can be obtained without charge from the SEC’s website at www.sec.gov. This Schedule 14D-9 is also located
on the SEC filings page of the Company website.
| Item
3. | Past
Contacts, Transactions, Negotiations and Agreements. |
Except
as set forth in this Schedule 14D-9 or otherwise incorporated herein by reference, as the date hereof, to the knowledge of the
Company, there are no material agreements, arrangements or understandings of any actual or potential conflicts of interest between
the Company on the one hand and the Company’s executive officers, directors or affiliates or TCI which have not been previously
discussed or described in the Company filings with the SEC and available on the Company website. Each of the members of the Board
of Directors of the Company is also a member of the Board of Directors of TCI and the executive officers of the Company are also
the executive officers of TCI, but are employed by Pillar Income Asset Management, Inc., a Nevada corporation (“Pillar”)
which serves as the advisor to each of the Company and TCI (and American Realty Investors, Inc., a Nevada corporation [“ARL”]
which has its common stock listed and traded on the New York Stock Exchange [“NYSE”]) and other entities pursuant
to separate written Advisory Agreements.
According
to the Schedule TO, except as described in the Offer to Purchase, none of the persons listed on Schedule I to the Offer to Purchase
(who are the Directors and two executive officers of IOR) beneficially owns any Shares or any shares of common stock of TCI or
has effected any transaction in any equity security if either IOR or TCI within the past 60 days.
| Item
4. | The
Solicitation or Recommendation. |
The
members of the Board of Directors of IOR are each also a member of the Board of Directors of TCI (along with one other person)
and by virtue of such fact alone, expressly decline to make any recommendation on, or about the possible fairness of the price,
or any other matter under the Offer to Purchase which is wholly voluntary on the part of each stockholder of IOR. However, it
should be noted that the price to be paid by TCI, net to each seller, is precisely the same price paid by IOR under its repurchase
program in March and again in July, 2024 to two individuals who sold “blocks” ( as that term is defined in Rule 10b-18
under4 the Exchange Act) of IOR Stock to the Company.
The
directors and executive officers do not own any shares of IOR Stock, so no director or executive officer of IOR will be able to
tender any shares of IOR Stock in the tender offer.
| Item
5. | Persons/Assets
Retained, Employed, Compensated or Used. |
Neither
the Company nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations
or recommendations to the stockholders of the Company on its own behalf with respect to the Offer or related matters.
| Item
6. | Interest
in Securities of the Subject Company. |
Except
for the “block” purchases by the Company under its stock repurchase program described in Item 4 above and in the Offer
to Purchase, neither the Company, nor to the knowledge of the Company after making reasonable inquiry has any of its directors
or executive officers, or affiliates has engage in any transaction involving the IOR Stock within the last 60 calendar days.
| Item
7. | Purposes
of the Transaction and Plans or Proposals. |
No
conflict of interest is known to exist among the Company, on the one hand, and its Executive Officers, Directors or Affiliates,
on the other hand except:
| (a) | Each
member of the Board of Directors of the Company is also a member of the Board of Directors
of TCI and each of the Executive Officers of the Company are also the Executive Officers
of TCI. |
| (b) | TCI
is, and has been for many years, the owner and holder of 3,381,570 Shares (83.16% of
the outstanding) and its Affiliate, Realty Advisors, Inc. currently owns 269,299 Shares
(6.62% of the outstanding). |
See
also “SUMMARY TERM SHEET” in the Offer to Purchase which is incorporated by reference herein.
| Item
8. | Additional
Information. |
See
the Exhibits contained in the Offer to Purchase, which are incorporated herein by reference in their entirety.
See
the Exhibits filed which are listed on the Exhibit Index attached hereto following the Signature Page.
SIGNATURES
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated:
December 16, 2024 |
INCOME
OPPORTUNITY REALTY INVESTORS, INC. |
| |
|
|
| |
By: |
/s/ Erik L. Johnson |
| |
|
President and Chief Executive Officer |
Income Opportunity Realty Investors, Inc. Schedule 14D-9
Exhibit 99(a)(1)(A)
OFFER
TO PURCHASE FOR CASH
Up to 100,000 Outstanding Shares of Common Stock
of
INCOME OPPORTUNITY REALTY INVESTORS, INC.
at
$18 Net Per Share
by
TRANSCONTINENTAL REALTY INVESTORS, INC.
THE
OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 PM LOCAL
NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 15, 2025,
UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME,
AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). |
The
Offer (as defined below) is being made by Transcontinental Realty Investors, Inc., a Nevada corporation (“TCI”) which
has its common stock listed and traded on the NYSE to purchase up to 100,000 of the outstanding shares of Common Stock, par value
$0.01 per share (collectively the “Shares” or the “IOR Common Stock”) of Income Opportunity
Realty Investors, Inc., a Nevada Corporation (“IOR”) which are not currently owned by TCI or one of its affiliates,
at a price of $18 per Share net to the seller in cash, without interest and less taxes required to be withheld (the “Offer
Price”) upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal
(together with the Offer to Purchase, the “Offer”). All references to this Offer to Purchase, the Letter of
Transmittal and the Offer include any amendments or supplements to the Offer to Purchase and Letter of Transmittal, respectively.
Under no circumstances will interest be paid on the Offer Price, regardless of any extension of the Offer or any delay in making
payment for the Shares. After the completion of the Offer and the satisfaction or waiver of the conditions defined below, TCI
expects to own additional Shares and will then make a determination of what TCI’s future plans or proposals may be with
respect to IOR.
The
Board of Directors of IOR, each of whom are also members of the Board of Directors of TCI, have made NO recommendation to IOR
stockholders on whether to accept the Offer and tender their shares in the Offer. There is No financing condition to the Offer.
The Offer is subject to various conditions (see Section 15 - Conditions of the Offer.) A summary of the principal terms of the
Offer appears on pages 1 through 10. You should read this entire document carefully before deciding whether to tender your Shares.
| |
The
Information Agent for the Offer is: |
The
Depositary for the Offer is: |
| |
|
|
| |
D.F.
King & Co., Inc. |
Equiniti
Trust Company LLC |
| |
48
Wall Street, 22nd Floor |
55
Challenger Road |
| |
New
York, New York 10005 |
Suite
# 200 |
| |
Toll
Free (800) 431-9643 |
Ridgefield
Park, NJ 07660 |
| |
Email:
ior@dfking.com |
Attn:Reorganization
Department |
| |
|
(877)
248-6417 |
December
16, 2024
IMPORTANT
If
you desire to tender all or any portion of your Shares in the Offer prior to the expiration date of the Offer (as same may be
extended), this is what you must do:
| ● | If
you are a record holder (i.e., a stock certificate representing shares of IOR Common
Stock has been issued you or you hold share of IOR Common Stock directly in your name
in book-entry form), you must complete and sign the enclosed Letter of Transmittal and
send it and any other documents along with your stock certificate to Equiniti Trust Company
LLC, the Depositary for the Offer, or follow the procedures for book-entry transfer set
forth in Section 3 of this Offer to Purchase. These materials must reach Equiniti Trust
Company LLC, the Depositary before the Offer expires. Detailed instructions are contained
in the Letter of Transmittal and in “Section 3 - Procedures for Accepting the Offer
and Tendering Shares” of this Offer to Purchase. |
| ● | If
you are a record holder but your stock certificate is not available or you cannot deliver
it before the Offer expires, to Equiniti Trust Company LLC, the Depositary for the Offer,
you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery.
Please call D.F. King & Co., Inc., the Information Agent for the Offer, at (800)
431-9643 toll free, if you require assistance. See “Section 3 - Procedure for
Accepting the Offer and Tendering Shares” for further details. |
| ● | If
you hold your Shares through a broker, dealer, trust company, bank or other nominee you
must contact your broker, dealer, trust company, bank or other nominee and give instructions
that your Shares be tendered. |
* * *
Questions
and requests for assistance may be directed to D.F. King & Co., Inc., the Information Agent for the Offer, at the address
and telephone number set forth below or on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase,
the Letter of Transmittal, the Notice of Guaranteed Delivery and any other related materials may be obtained from D.F. King &
Co., Inc., the Information Agent for the Offer or from your broker, dealer, bank, trust company or other nominee.
THIS
OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND YOU SHOULD READ BOTH CAREFULLY IN THEIR
ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER.
| |
The
Information Agent for the Offer is: |
The
Depositary for the Offer is: |
| |
|
|
| |
D.F.
King & Co., Inc. |
Equiniti
Trust Company LLC |
| |
48
Wall Street, 22nd Floor |
55
Challenger Road |
| |
New
York, New York 10005 |
Suite
# 200 |
| |
Toll
free (800) 431-9643 |
Ridgefield
Park, NJ 07660 |
| |
Email:
ior@dfking.com |
Attn:Reorganization
Department |
| |
|
(877)
248-6417 |
NO
PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF INCOME OPPORTUNITY REALTY INVESTORS, INC. AS TO WHETHER STOCKHOLDERS
SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER
OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING AUTHORIZED BY EITHER INCOME OPPORTUNITY REALTY INVESTORS, INC. OR TRANSCONTINENTAL REALTY INVESTORS, INC.
TABLE
OF CONTENTS
| Section |
Page |
| |
|
| SUMMARY
TERM SHEET |
4 |
| |
|
| FREQUENTLY
ASKED QUESTIONS |
10 |
| |
|
| THE
OFFER |
|
| |
1. |
Terms of the Offer |
15 |
| |
2. |
Acceptance for Payment and Payment for Shares |
17 |
| |
3. |
Procedure
for Accepting the Offer and Tendering Shares |
18 |
| |
4. |
Withdrawal Rights |
21 |
| |
5. |
Material
U.S. Federal Income Tax Considerations |
21 |
| |
6. |
Price Range of Shares; Dividends |
23 |
| |
7. |
Possible Effects of the Offer on the Market for the
Shares; Stock Exchange Listing(s);
Registration under the Exchange Act; Margin Regulations |
24 |
| |
8. |
Certain
Information Concerning IOR |
26 |
| |
9. |
Certain Information Concerning Offeror |
26 |
| |
10. |
Source and Amount of Funds |
27 |
| |
11. |
Background
of the Offer |
27 |
| |
12. |
Purpose
of the Offer; Plans for IOR |
28 |
| |
13. |
Extension
of the Offer; Termination; Amendment |
29 |
| |
14. |
Dividends
and Distributions |
30 |
| |
15. |
Conditions
of the Offer |
30 |
| |
16. |
Certain
Legal Matters; Regulatory Approvals |
32 |
| |
17. |
Fees
and Expenses |
33 |
| |
18. |
Miscellaneous |
34 |
SUMMARY
TERM SHEET
This
summary term sheet highlights material provisions of this Offer to Purchase and may not contain all of the information that is
important to you. This summary term sheet is not meant to be a substitute for the information contained in the remainder
of this Offer to Purchase, and you should carefully read the complete terms, descriptions and explanations contained in this Offer
to Purchase, the documents incorporated by reference or otherwise referred herein, and in the related Letter of Transmittal provided
with this Offer to Purchase. Questions or requests for assistance may be directed to D.F. King & Co., Inc., the Information
Agent for the Offer, at the address and telephone number as set forth on the back cover of this Offer to Purchase.
All
references in this Offer to Purchase to “Offeror,” “we,” “our” or “us” mean Transcontinental
Realty Investors, Inc., a Nevada corporation (“TCI”). All references in this Offer to Purchase to “IOR”
refer to Income Opportunity Realty Investors, Inc., a Nevada corporation. Section references are included to direct you to a more
complete description of the topics discusses in the Offer to Purchase.
SECURITIES
SOUGHT:
|
Up
to 100,000 Issued and Outstanding Shares of IOR Common Stock, Par Value $0.01 per share
(collectively the “Shares” or the “IOR Common Stock”).
|
CONSIDERATION
OFFERED PER SHARE:
|
$18
per Share, net to the seller cash, without interest (the “Offer Price”).
Any payments made as consideration for the Shares tendered into and accepted in the Offer
will be reduced by any applicable withholding taxes, and no interest will be paid thereon.
|
SCHEDULED
INITIAL EXPIRATION TIME:
|
5:00
pm local New York City Time, on Jaunuary 15, 2025.
|
OFFEROR:
|
Transcontinental
Realty Investors, Inc., a Nevada corporation.
|
| MINIMUM
CONDITION: |
Prior
to the Initial Expiration Time of the Offer (as same may be extended as set forth below) there must be validly tendered (not
including shares tendered pursuant to procedures for guaranteed delivery and not actually delivered prior to the official
expiration time of the Offer) and not properly withdrawn a number of Shares that, together with any other Shares beneficially
owned by the Offeror and its Affiliate, constitute at least 91% of the total number of then outstanding Shares of IOR on a
fully diluted basis. This condition is referred to as the “Minimum Condition.” |
| OTHER
INFORMATION: |
The
Offer is intended by TCI to increase its ownership of IOR Common Stock to over 91% of
the issued and outstanding IOR Common Stock, when TCI’s current ownership is added
to that of its Affiliate, Reality Advisors, Inc., a Nevada corporation (“RAI”).
TCI currently owns 3,381,570 Shares (approximately 83.16% of the IOR Common Stock outstanding)
and RAI currently owns 269,299 Shares (approximately 6.62% of the IOR stock outstanding)
out of current IOR Common Stock outstanding of 4,066,178. 91% of the current IOR Common
Stock outstanding would be 3,700,222 shares which means that only 49,353 Shares need
be validly tendered and not withdrawn prior to the initial expiration time in order to
satisfy the “Minimum Condition”.
|
| |
The
Offer will expire at 5:00 pm local New York City Time, on January 15, 2025, (the “Initial
Expiration Time” unless the Offer is extended, the Initial Expiration Time
of the Offer as extended is the “Expiration Time.”) for any period
required by any rule, regulation, interpretation or position of the U.S. Securities and
Exchange Commission (the “SEC”) or its staff, or the NYSE. In addition,
if, on any then - scheduled expiration time of the Offer, (i) any of the conditions of
the Offer (see “Section 15-Conditions of the Offer”) have not been satisfied
or waived, we may extend the Offer for one or more periods of not more than 10 business
days each (the length of any such extension to be determined solely by the Offeror) and
(ii) the Minimum Condition has not been satisfied and all other conditions of the Offer
(see “Section 15 - Conditions of the Offer”) have been satisfied or waived,
if requested by IOR, we are required to, extend the Offer for one or two periods of not
more than 10 business days each (the length of any such extension to be determined by
the Offeror). However, in no event will we be required to extend the Offer beyond (1)
the date on which all of the conditions and requirements of the Offer are satisfied or
waived, or (2) May 31, 2025 (such date, the “Outside Date”). Notwithstanding
the foregoing, we will extend the Offer for any period required by any rule, regulation
or interpretation or position of the SEC or its staff or the NYSE.
|
| |
In
addition, if following the Initial Expiration Time of the Offer (as may be extended in
accordance with these terms), TCI, together with RAI, directly or indirectly owns less
than ninety-one percent (91%) of the outstanding Shares, we may elect to purchase all
Shares tendered and provide for a further extension or subsequent extension of this Offer
or subsequent offering period (as defined below) of not less than ten (10) business days
(or such other duration as reasonably agreed to by the Offeror and IOR, in accordance
with Rule 14d-11 of the Securities Act of 1934, as amended (the “Exchange Act”).
See “Section 1- Terms of the Offer” and “Section 13- The Transaction
Documents”. A “Subsequent Offering Period,” if included, is an additional
period of time beginning after we have completed the purchase of Shares tendered during
the Offer, during which any remaining stockholders may tender but not withdraw, their
Shares and receive the Offer price.
|
| |
If
we decide or are required to extend the Offer, or if we offer a subsequent offering period,
we will issue a press release setting forth the new date at which the Offer will expire
no later than 9:00 a.m. New York City time, on the next Business Day after the previously
scheduled expiration date of the Offer.
|
| NO
IOR RECOMMENDATION: |
The
members of the IOR Board of Directors, each of whom is also a member of the Board of Directors of TCI, have made NO recommendation
about the Offer or its price and no comment, opinion or recommendation should be inferred by their respective declination
to speak about the Offer. |
| |
NEITHER
IOR NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMEN-DATION TO ANY STOCKHOLDER AS TO WHETHER
TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH STOCKHOLDER MUST MAKE HIS OWN DECISION
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. NO DIRECTOR OR EXECUTIVE
OFFICER OF IOR HOLDS ANY SHARES.
|
| CONDITIONS
AND TERMINATION: |
The
Offer is subject to customary conditions and, among other things, TCI is not required
to complete the Offer unless the Minimum Condition has been satisfied. As of the date
the Offer is made, the minimum number of Shares tendered required to satisfy the Minimum
Condition would be approximately 49,353 Shares. The Offer is not conditioned on TCI obtaining
financing. See “Section 15 - Conditions of the Offer” in this Offer to Purchase
for a descriptions of other conditions to the Offer and Offeror’s rights to terminate.
|
| PROCEDURES
FOR TENDERING: |
If
you wish to accept the Offer, please do the following:
|
| |
|
● |
If you are a record holder (i.e., stock certificate representing shares of IOR Common
Stock has been issued to you or you hold Shares of IOR Common Stock directly in your
name in book-entry form), you must complete and sign the enclosed Letter of Transmittal
and send it and any other documents along with your stock certificate to Equiniti Trust
Company LLC, the Depositary for the Offer (the “Depositary”), or follow
the procedures for book-entry transfer set forth in Section 3 of this Offer to Purchase.
These materials must reach the Depositary before the Offer expires. Detailed instructions
are contained in the Letter of Transmittal and in “Section 3 - Procedures for Accepting
the Offer and Tendering Shares” of this Offer to Purchase.
|
| |
|
● |
If you are a record holder but your stock certificate is not available or you cannot
deliver it to the Depositary before the Offer expires, you may be able to tender your
Shares using the enclosed Notice of Guaranteed delivery. Please call D.F. King &
Co., Inc., the Information Agent for the Offer at (800) 431-9643 toll free if you require
assistance. See “Section 3 - Procedure for Accepting Offer and Tendering Shares”
for further details.
|
| |
|
● |
If you hold your Shares through a broker, dealer, trust company, bank or other nominee you must contact your broker, dealer, trust company, bank or other nominee and give instructions that your Shares be tendered.
|
| WITHDRAWAL
RIGHTS: |
If,
after tendering your Shares in the Offer you decide you do not want to accept the Offer,
you may withdraw your Shares by so instructing the Depositary in writing on or prior
to the Initial Expiration Time of the Offer (as may be extended in accordance with the
instructions below). Further, if we have not accepted your Shares for payment within
sixty (60) calendar days of the commencement of the Offer, you may withdraw those Shares
at any time after the sixty-day period, unless we do accept your Shares for payment prior
to such withdrawal. Once Shares are accepted for payment, they cannot be withdrawn.
If you tendered your Shares by giving instructions to a broker, dealer, commercial bank,
trust company or other nominee and you decide to withdraw in accordance with the Offer,
you must instruct the broker, dealer, commercial bank, trust company or other nominee
to arrange for the withdrawal of your Shares. See “Section 4 - Withdrawal Rights”
for further details.
|
| RECENT
IOR TRADING PRICES: |
On
December 13, 2024, the last full trading day before the official announcement of the
Offer, the reported closing price for the Shares on NYSE American Exchange was $18.35
per Share. See “Section 6 - Price Range of Shares; Dividends” for further
details. Before deciding whether to tender your Shares into and accept the Offer,
you should obtain a current market quotation for the Shares.
|
| |
If
the Offer is successful, we expect the Shares to continue to be traded on the NYSE American
Exchange, although we expect the trading volume to be below the trading volume before
the commencement of the Offer. Please note that the time period, if any, between completion
of the Offer and new trading may be very short. See “Section 7 - Possible Effects
of the Offer on the Market for the Shares” for further details.
|
| MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS: |
The
exchange of Shares for cash pursuant to the Offer will be a taxable transaction for U.S.
Federal Income Tax purposes. In general, a U.S. holder (as defined in “Section
5 - Material U.S. Federal Income Tax Considerations”) will recognize gain or loss
equal to the difference between (i) the amount of cash received and (ii) such U.S. Holder’s
adjusted tax basis in the Shares. See “Section 5 - Material U.S. Federal Income
Tax Considerations” for further details.
|
| FURTHER
INFORMATION: |
You
may contact D.F. King & Co., Inc., the Information Agent for the Offer at the address
and telephone number listed below if you have any questions about the Offer.
|
| The
Information Agent for the Offer is: |
D.F.
King & Co., Inc.
48 Wall Street. 22nd Floor
New York, New York 10005
Toll Free : (800) 431-9643
E-mail: ior@dfking.com |
FREQUENTLY
ASKED QUESTIONS
TCI
is offering (the “Offer”) to purchase up to 100,000 of the issued and outstanding shares of Common Stock
par value $0.01 per shares of Income Opportunity Realty Investors, Inc. (“IOR”), for $XX.00 per share,
net to the seller in cash, without interest (the “Offer Price”). The following are answers to some of
the questions you, as an IOR stockholder may have about the Offer. We urge you to carefully read this Offer to Purchase in
its entirety and the Letter of Transmittal and the other documents to which we have referred because of the information in the
Summary Term Sheet and this section is not complete. Additional important information is contained in the other sections of
this Offer to Purchase and the Letter of Transmittal. In this Offer to Purchase, unless the context otherwise requires, the terms
“Offeror,” “we,” “our”, “us” and “TCI” refer to Transcontinental Realty
Investors, Inc., a Nevada corporation.
Who
is offering to buy my securities?
The
entity offering to purchase your Shares is Transcontinental Realty Investors, Inc., a Nevada corporation which has its common
stock listed and traded on the NYSE under the symbol “TCI”. TCI is a Nevada corporation engaged in the real
estate industry, primarily development and operation of multi-family residential properties. See “Introduction” to
this Offer to Purchase and “Section 9 – Certain Information Concerning the Offeror.”
What
securities are you offering to purchase?
TCI
is offering to purchase up to 100,000 issued and outstanding shares of IOR Common Stock, par value $0.01 per share (collectively
the “Shares” or the “IOR Common Stock”. See the “Introduction”
to this Offer to Purchase and “Section 1 – Terms of the Offer.”
How
much are you offering to pay for my securities, what is the form of payment and will I have to pay any fees or commissions?
TCI
is offering to pay you $18 per Share in cash, without interest, less the applicable withholding taxes, if any. If you are the
record holder of your shares (i.e., a stock certificate representing shares of IOR Common Stock has been issued to you in your
name) and you directly tender your Shares to us in the Offer, you will not have to pay any brokerage fees or similar expenses.
If you own your Shares through a broker, banker or other nominee, and your broker tenders your shares on your behalf, your broker,
banker or other nominee may charge you a fee for doing so. You should consult your broker, banker or other nominee to determine
whether any charges will apply. See the “Introduction” to this Offer to Purchase.
Do
you have the financial resources to make the payment?
Yes,
we estimate that approximately $1,800,000 million will be needed to purchase 100,000 Shares validly tendered in the Offer, and
approximately $140,000 to pay related fees and expenses (all such payments, collectively referred to as the “Necessary
Payments”). TCI has the necessary funds to fully pay for the Necessary Payments through internally available working
capital, principally cash. Consummation of the Offer is not subject to any financing condition. See “Section 10 –
Source and Amount of Funds.”
Is
your financial condition relevant to my decision to tender the offer?”
No,
we do not believe that our financial condition is relevant to your decision whether to tender Shares and accept the offer because:
| ● | the
Offer is being made for up to 100,000 outstanding Shares solely for cash, and if you
tender your Shares, you will have no further interest in IOR or any interest in TCI. |
| ● | Consummation
of the Offer is not subject to any financing condition. TCI has available working capital
to make the Necessary Payments. |
| ● | TCI
has sufficient available funds to purchase 100,000 Shares validly tendered, and not properly
withdrawn, in the Offer. See “Section 10 – Source and Amount of Funds. |
What
are the most significant conditions to the Offer?
The
Offer is conditioned upon, among other things, satisfaction of the Minimum Condition pursuant to which at least a sufficient number
of outstanding Shares tendered in the Offer, together with the Shares currently owned by TCI and its Affiliate, and not properly
withdrawn prior to the Expiration Time of the Offer (as may be extended) will at least equal 91% Share of the total outstanding
Shares of IOR Common Stock.
Other
conditions of the Offer are described in “Section 15 – Conditions of the Offer.” See also “Section 16
– Certain Legal Matters, Regulatory Approvals.” Consummation of the Offer is not conditioned upon any financing being
obtained.
Is
there any agreement governing the Offer?
No,
only the Offer to Purchase and the Letter of Transmittal as well as the agreements with the Depository and the Information Agent.
Has
IOR’s Board made a recommendation about the Offer?
The
members of the Board of Directors of IOR are also members of the Board of Directors of TCI and accordingly have made NO
recommendations whatsoever about whether stockholders should tender their Shares. NEITHER IOR NOR ITS BOARD OF DIRECTORS MAKES
ANY RECOMMENCATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH STOCKHOLDER’S
SHARES AND NEITHER HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. STOCKHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL
INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND
IF SO, HOW MANY SHARES TO TENDER.
How
long do I have to decide whether to tender my Shares in the Offer?
You
have until 5:00 pm local New York City time, on January 15, 2025 to decide whether to tender your Shares in the Offer, unless
the Offer is extended as described below. See “Section 1 – Terms of Offer.” If you cannot deliver everything
required to make a valid tender to Equiniti Trust Company LLC, the Depository for the Offer (“Depository”)
prior to such time, you may be able to use a guaranteed delivery procedure, which is described in “Section 3 – Procedure
for Accepting the Offer and Tendering Shares.” In addition, if we decide to provide a subsequent offering period to the
Offer as described below under “Introduction” to this Offer to Purchase, you will have an additional opportunity to
tender your Shares. Please be aware that if your Shares are held by a broker, dealer, trust company, bank or other nominee, you
should promptly contact your broker, dealer, trust company, bank or other nominee as they may require advance notification before
the expiration time of the Offer (as may be extended accordance with the Offer to Purchase.
When
and how will I be paid for my validly tendered Shares?
If
the conditions to the Offer is set forth in “Section 15 – Conditions of the Offer” are satisfied or waived and
we consummate the Offer and accept your Shares for payment, TCI will pay you the Offer Price for each validly tendered and not
properly withdrawn Share promptly following the expiration of the Offer. TCI does, however, expressly reserve the right, in its
sole discretion and subject to applicable law, to delay the acceptance for payment for Shares until satisfaction of all conditions
to the Offer, including such conditions relating to governmental or regulatory approvals. Since the Offer is to purchase a limited
number of Shares of IOR, Shares tendered may be subject to pro-ration if more than 100,000 Shares are tendered, unless TCI elects
to purchase all Shares validly tendered.
TCI
will pay for your validly tendered and not properly withdrawn Shares by depositing the purchase price with the Depository, which
will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment
for the validly tendered Shares will be made only after timely receipt by the Depositary of certificates for such Shares (or of
a confirmation of a book-entry transfer such Shares as described in “Section 3 – Procedure for Accepting the Offer
and Tendering Shares”), a properly completed and duly executed Letter of Transmittal and any other required documents for
such Shares. See “Section 2 – Acceptance for Payment and Payment for Shares.”
Can
the Offer be extended and under what circumstances?
Yes,
if on the scheduled expiration time of the Offer, including following a prior extension, (i) any of the conditions of the Offer
have not been satisfied or waived (other than any condition of the Offer that by its nature cannot be satisfied until the closing
of the Offer, which will be required to be satisfied or waived at the closing of the Offer, TCI may extend the Offer for one or
more periods of not more than ten business days each (the length of any such extension to be determined solely by the Offeror)
and (ii) the Minimum Condition has not been satisfied and all other conditions of the Offer have been satisfied or waived (other
than any condition of the Offer that by its nature cannot be satisfied until closing of the Offer, which will be required to be
satisfied or waived at the Closing of the Offer). However, in no event will TCI be required to extend the Offer beyond (1) the
date on which all of the conditions and requirements of the Offer are satisfied or waived, or (2) May 31, 2025 (such date, the
“Outside Date”. Notwithstanding the foregoing, TCI will extend the Offer for any period required by
any rule, regulation, interpretation,or position of the SEC, or its staff, or the NYSE. See “Section 1 – Terms of
the Offer.”
How
will I be notified if the Offer is extended?
If
TCI decides to extend the Offer, TCI will inform the Depository of that fact and will make a public announcement of the extension
no later than 9:00 a.m. New York City time, on the next Business Day after the date on which the Offer was scheduled to expire.
How
do I tender my Shares?
If
you wish to accept the Offer, this is what you must do:
| ● | If
you are a record holder (i.e., a stock certificate representing shares of IOR Common
Stock has been issued to you or you hold Shares of IOR Common Stock directly in your
name in book-entry form), you must complete and sign the enclosed Letter of Transmittal
and send it and any other documents along with your stock certificate to the Depositary
or follow the procedure for book-entry transfer set forth in Section 3 of this Offer
to Purchase. These materials must reach the Depositary before the Offer expires. Detailed
instructions are contained in the Letter of Transmittal and in “Section 3 –
Procedure for Accepting the Offer and Tendering Shares” of this Offer to Purchase. |
| ● | If
you are a record holder but your stock certificate is not available or you cannot deliver
it to the Depositary before the Offer expires, you may have a limited amount of additional
time by having a broker, bank or other fiduciary that is an eligible institution guarantee
that the missing items will be received by the Depositary within three NYSE trading days.
For the tender to be valid, however, the Depositary must receive the missing items within
that three trading-day period. Please call D.F. King & Co., Inc. the Information
Agent for the Offer at (800) 431-9643 toll free if you require assistance. See “Section
3 – Procedure for Accepting the Offer and Tendering Shares” for further details. |
| ● | If
you hold your Shares through a broker, dealer, trust company, bank or other nominee you
must contact your broker, dealer, trust company, bank or other nominee and give instructions
that your Shares be tendered. |
Until
what time can I withdraw the validly tendered Shares?
You
can withdraw some or all of the Shares that you previously tendered in the Offer at any time prior to the Expiration Time of the
Offer (as may be extended in accordance with the terms of the Offer) by instructing the Depositary in writing on or prior to the
Expiration Time of the Offer. Further, if TCI has not accepted your Shares for payment within sixty calendar days of the commencement
of the Offer, you may withdraw them at any time after the sixty-day period until TCI does accept your Shares for payment. Once
Shares are accepted for payment, they cannot be withdrawn. If you tendered your Shares by giving instructions to a broker, dealer,
commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other
nominee to arrange for the withdrawal of your Shares. See “Section 4 – Withdrawal Rights” for further details.
How
do I withdraw the validly tendered Shares?
To
withdraw validly tendered Shares, you must deliver a written notice of withdrawal with the required information to the Depositary
while you have the right to withdraw the Shares tendered in the Offer. If you validly tendered Shares by giving instructions to
a broker, dealer, trust company or other nominee, you must instruct your broker, dealer, trust company or other nominee to arrange
the withdrawal of your Shares. See “Section 4 – Withdrawal Rights.”
If
all Shares are not tendered in the Offer or if the Minimum Condition is not met, will the Offer be followed by another transaction?
If
TCI purchases Shares in the Offer and the other conditions are satisfied including the Minimum Condition, TCI will consider its
alternatives for the future with respect to IOR. In addition, if TCI purchases Shares in the Offer and the Minimum Condition has
been satisfied, TCI (if it acquires the Shares owned by its Affiliate) would have sufficient voting power to approve a Parent
Subsidiary (short form) merger under Nevada Law without the affirmative vote of any other stockholder of IOR. That is, if pursuant
to the Offer or otherwise, TCI and its Affiliate own in the aggregate in excess of 90% of the outstanding Shares, TCI , assuming
TCI acquires the IOR Shares currently owned by its Affiliate, may be able to effect a short-form merger under Nevada law without
any further action by the stockholders of IOR.
If
I decide not to tender, how will the Offer affect my Shares?
IOR
stockholders not tendering their Shares in the Offer will simply continue to own their Shares. However, there are possible effects
of the Offer on the Market for the Shares, Stock Exchange listing, Margin Regulations and other matters. See “Section 7
– Possible Effects of the Offer on the Market for the Shares.”
Are
appraisal rights available in the Offer?
Appraisal
Rights are not available as a result of the Offer.
If
TCI successfully completes the Offer, what will happen to the IOR Board?
If
TCI accepts Shares for payment pursuant to the Offer and consummates the Offer by payment for such Shares, it is not contemplated
that there will be any change in the members of the Board of Directors of IOR. However, each of the current members of the Board
of Directors of IOR are also members of the Board of Directors of TCI, which is the primary reason for which NO recommendation
on tendering Shares being made by the IOR Board.
What
is the market value of my Shares as of a recent date?
On
December 13, 2024, the last full trading day prior to the date of this Offer to Purchase, the reported closing price for the Shares
on the NYSE American Exchange was $18.35. Before deciding whether to tender your Shares into and accept the Offer, you should
obtain a current market quotation for the Shares.
What
are the U.S. Federal income tax consequences of exchanging my Shares pursuant to the Offer for cash?
IOR
stockholders who exchange Shares for cash pursuant to the Offer will incur a taxable transaction for U.S. Federal income tax purposes
and may also have a taxable transaction under applicable state, local or non-U.S. income or other tax laws. In general, a U.S.
Holder (as defined in “Section 5 – Material U.S. Federal Income Tax Considerations”) that exchanges Shares for
cash pursuant to the Offer will recognize a gain or loss equal to the difference between (1) the amount cash received and (2)
such U.S. Holder’s adjusted tax basis in its Shares. Payments made to a non-U.S. Holder (as defined in “Section 5
– Material U.S. Federal income tax Considerations”) with respect to Shares exchanged for cash pursuant to the Offer
will not be subject to U.S. Federal income tax unless such non-U.S. Holder has certain connections to the United States. You
are urged to consult your own competent tax advisor regarding the tax consequences to you of exchanging your Shares for cash pursuant
to the Offer in light of your own particular circumstances. See “Section 5 – Material U.S. Federal Income Tax
Consideration.”
Who
can I talk to if I have questions about the Offer?
You
can call D.F. King & Co., Inc., the Information Agent for the Offer at (212) 269-5550 (for banks and brokers) or (800) 431-9643
toll free with any questions you may have. See the back cover of this Offer to Purchase.
THE
OFFER
Upon
the terms and subject to the conditions set forth in the Offer, TCI will accept for payment and pay for all Shares that are validly
tendered and not properly withdrawn in accordance with the procedures set forth in “Section - 3 Procedure for Accepting
the Offer and Tendering Shares” on or prior to the Initial Expiration Time. “Initial Expiration Time”
means 5:00 pm local New York City time, at the end of the day on Wednesday, January 15, 2025, unless extended in which event such
“Expiration Time” means the latest time and date at which the Offer, as so extended, will expire.
The
Offer is subject to the conditions set forth in “Section 15 - Conditions of the Offer,” which include, among other
things, satisfaction of the Minimum Condition (as herein after defined). Upon the terms and subject to the conditions of the Offer
(including if the Offer is extended or amended, the terms and conditions of any extension or amendment), TCI will purchase, as
soon as permitted under the terms of the Offer, all Shares validly tendered not properly withdrawn prior to the Expiration Time.
In addition, if, on any then-scheduled Expiration Time, (i) any of the conditions of the Offer (see “Section 15 - Conditions
of the Offer”) have not been satisfied or waived, TCI may extend the Offer for one or more periods of not more than fifteen
business days each (the length of any such extension to be determined by the Offeror) and (ii) the Minimum Condition has not been
satisfied and all other conditions of the Offer (see “Section 15 - Conditions of the Offer”) have been satisfied or
waived, if requested by IOR, TCI is required to, extend the Offer for one or two periods of not more than ten business days each
(the length of any such extension to be determined by the Offeror). However, in no event will TCI be required to extend the Offer
beyond (1) the date and time on which all of the conditions and requirements to the Offer are satisfied or waived, or (2) May
31, 2025 (such date, the “Outside Date”). Notwithstanding the foregoing, TCI will extend the Offer for
any period required by any rule, regulation, interpretation or position of the SEC, or its staff, or the NYSE. During any extension
of the Offer, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and subject to your right
to withdraw such Shares. See “Section 4 - Withdrawal Rights.”
TCI
may provide for a subsequent offering period (as defined below) in accordance with Rule 14d-11 under the Exchange Act of not less
than ten (10) business days (or such other duration as reasonably agreed to by the parties and one or more extensions thereof)
if prior to the commencement of such subsequent offering period, TCI (together with Shares owned by its Affiliate) directly or
indirectly owns (or would own after the actual purchase under the Offer) less than ninety one percent (91%) of the outstanding
shares. During such time stockholders whose shares have not been accepted for payment may tender, but not withdraw, their
Shares and receive the Offer Price. TCI may extend the subsequent offering period provided that TCI is not permitted under U.S.
Federal Securities laws to provide a subsequent offering period of more than twenty business days in the aggregate. TCI will not
provide for such subsequent offering period if the number of Shares issuable to us pursuant to purchasing Shares tendered would
allow us to obtain ownership of at least one (1) Share more than ninety-one percent (91%) of the then outstanding number of shares
of IOR Common Stock (after giving effect to transfer to us of the Shares owned by our Affiliate RAI). The same Offer Price will
be paid to stockholders tendering Shares in the Offer during the initial offering period or during an extension of a subsequent
offering, if there is any. A “Subsequent Offering Period,” if included, is an additional period of time beginning
after TCI has completed the purchase of Shares tendered during the Offer, during which any remaining stockholder may tender, but
not withdraw, their Shares and receive the Offer Price.
Pursuant
to Rule 14d-7(a)(2) under the Exchange Act, withdrawal rights will not apply to Shares tendered during a Subsequent Offering Period.
A Subsequent Offering Period, if one is provided, is not an extension of the Offer, which already would have been completed.
For purposes of the Offer, a “Business Day” means any day other than a Saturday, Sunday or U.S. Federal
Holiday and consists of the time period from 12:00 a.m. through 12:00 midnight, New York City time. We have not at this time made
a final decision to provide or not provide a subsequent offering period if IOR does not otherwise request us to make such a period
available. If TCI elects to provide or extend a subsequent offering, we will make a public announcement of such subsequent offering
period or extension no later than 9:00 a.m., New York City time on the next Business Day after the Expiration Time or the date
of termination of the prior subsequent offering period.
TCI
also reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer,
provided that we have not been required to (1) reduce the number of Shares subject to the Offer, (2) reduce the Offer Price,
(3) waive or amend the Minimum Condition, (4) extend the Expiration Time (except to the extent required or permitted), (5) change
the form of consideration payable in the Offer, (6) add to the Offer Conditions (as defined in “Section 13 - The Transaction
Documents”) or impose any condition to the Offer other than the Offer Conditions, (7) otherwise amend, modify or supplement
any of the conditions to the Offer set forth in “Section 15 - Conditions of the Offer” or terms of the Offer, in each
case, in a manner adverse to the holders of Shares or (8) abandon or terminate the Offer, except as expressly provided.
If
TCI makes a material change to the terms of the Offer or waive a material condition of the Offer, we will extend the Offer and
disseminate additional tender offer materials to the extent required by applicable law. The minimum period during which a tender
offer must remain open following material changes to the terms of the Offer, other than a change in price or a change in percentage
of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In a published
release, the SEC has stated that in its view a tender offer must remain open for a minimum period of time following a material
change in the terms of such tender offer and that the waiver of a condition such as the Minimum Condition is a material change
in the terms of a tender offer. The release states that a tender offer should remain open for a minimum of five Business Days
from the date the material change is first published, sent or given to stockholders, and that if material changes are made with
respect to information that approaches the significance of price and/or the percentage of securities sought, a minimum of ten
Business Days generally must be required to allow adequate dissemination and investor response. Accordingly, if, prior to the
Expiration Time, TCI increases the consideration to be paid for Shares in the Offer, and if the Offer is scheduled to expire at
any time before the expiration of a period of ten Business Days from, and including, the date that notice of such increase is
first published, sent or given in the manner specified below, TCI will extend the Offer at least until the expiration of that
period of ten Business Days. If, prior to the Expiration Time, Offeror increases the consideration being paid for Shares accepted
for payment pursuant to the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased pursuant
to the Offer, whether or not such Shares were tendered prior to the announcement of the increase in consideration.
TCI
expressly reserves the right, in its sole discretion, subject to any applicable Rules or regulations of the SEC to extend or terminate
or amend the Offer or waive any condition. Any extension, termination, waiver or amendment of the Offer will be followed as promptly
as practicable by a public announcement thereof. Without limiting the manner in which we may choose to make a public announcement,
we will have no obligation (except as otherwise required by applicable law) to publish, advertise or otherwise communicate any
public announcement other than by making a release to a national news service. In the case of an extension of the Offer, we will
make a public announcement of such extension no later than 9:00 a.m., New York City time on the next business after the previously
scheduled Expiration Time.
TCI
has been provided with IOR’s current list of stockholders and security position listings for the purpose of disseminating
the Offer to holders of Shares. TCI will send this Offer to Purchase and the related Letter of Transmittal and any other documents
direct to record holders of Shares and to brokers, dealers, banks, trust companies and other nominees whose names appear on the
stockholder list or, if applicable, who are listed as participants in a clearing agency’s security listing for subsequent
transmittal to beneficial owners of Shares.
The
Offer is for any and all Shares up to 100,000 Shares, provided the Minimum Condition has been met. TCI currently intends to purchase
only the 100,000 Shares sought by this Offer and if more than 100,000 Shares are tendered prior to the Expiration Time, it is
expected that a pro-ration of tenders will occur resulting in a return of some number of Shares to holders of the excess Shares;
provided however TCI reserves the right in its sole discretion to purchase all Shares tendered which would eliminate any
pro-ration of Shares. If a pro-ration occurs, TCI will NOT consider pro-ration of tenders of Shares on a basis that first
accepts all odd-lot tenders possible and then pro-rates the balance of Shares on a basis that best preserves the minimum continued
listing standards of the NYSE American Exchange. However, to maintain the standards of the NYSE American Exchange TCI will engage
in a straight pro-ration of Shares tendered.
| 2. | Acceptance
for Payment and Payment for Shares. |
Upon
the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions
of an extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered and not properly withdrawn
prior to the Expiration Time (within the meaning of Rule 14d-11 under the Exchange Act), TCI expressly reserves the right to delay
the acceptance for payment or payment for Shares in order to comply in whole or in part with applicable laws. If we decide to
provide a Subsequent Offering Period, we will immediately accept for payment and pay for all Shares as they are tendered during
the Subsequent Offering Period promptly (within the meeting of Rule 14d-11 under the Exchange Act).
TCI
will pay for the Shares accepted for payment pursuant to the Offer by depositing the purchase price therefore with the Depositary,
which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you who have tendered
Shares. Upon deposit of such funds with the Depositary, TCI’s obligation to make such payment will be satisfied and tendering
stockholders must thereafter look to the Depositary for payment of amounts owed to them by reason of the acceptance for payment
of Shares pursuant to the Offer.
In
all cases (including during any subsequent offering period), payment for Shares accepted for payment will be made only after timely
receipt by the Depositary of (1) certificates for Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s
account at the Book-Entry Transfer Facility (as defined in “Section 3 - Procedures for Accepting the Offer and Tendering
Shares – Book-Entry Delivery”), (2) a properly completed and duly executed Letter of Transmittal with any required
signature guarantees of an Agent’s Message (as defined in “Section 3 – Procedure for Accepting the Offer and
Tendering Shares – Book-Entry Delivery”) in connection with a Book-Entry Transfer and (3) any other documents required
by the Letter of Transmittal. For a description of the procedure for tendering Shares pursuant to the Offer, see “Section
3 – Procedure for Accepting the Offer and Tendering Shares.” Accordingly, Payment may be made by two tendering stockholders
at different times if delivery of the Shares and other required documents occurs at different times.
For
purposes of the Offer, TCI will be deemed to have accepted for payment the validly tendered Shares when, as and if TCI gives oral
written notice of our acceptance to the Depositary.
Under
no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any extension
of the Offer or any delay in making such payment.
If
we do not accept for payment any validly tendered Shares pursuant to the Offer for any reason, or if you submit certificates for
more shares than are tendered, we will return the certificates (or cause the issuance of new certificates) representing the unpurchased
or untendered Shares, without expense to you (or in the case of shares delivered by book-entry transfer into the Depositary’s
account at the Book-Entry Transfer Facility pursuant to the procedures set forth in “Section 3 – Procedures for Accepting
the Offer and Tendering Shares,” the Shares will be credited to an account maintained at the Book-Entry Transfer Facility),
promptly following the expiration or withdrawal of the offer.
| 3. | Procedure
for Accepting the Offer and Tendering of Shares. |
Except
as set forth below, in order for you to tender Shares in the Offer, the Depositary must receive the Letter of Transmittal properly
completed and signed, together with any required signature guarantees or an Agent’s Message (as defined below) in connection
with a book-entry delivery of Shares, and any other documents that the Letter of Transmittal requires, at one of its addresses
set forth on the back cover of this Offer to Purchase on or prior to the Expiration Time and either (1) you must deliver certificates
for the Shares representing the validly tendered Shares to the Depositary or you must cause your Shares to be tendered pursuant
to the procedure for book-entry transfer set forth below and the Depositary must receive timely confirmation of the book-entry
transfer of the Shares into the Depositary’s account at the Book-Entry Transfer Facility or (2) you must comply with the
guaranteed delivery set forth below.
The
method of delivery of Shares and all other required documents including through the Book-Entry Transfer Facility, is at your election
and sole risk and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent
by mail, we recommend you use registered mail with return receipt requested, properly insured, in time to be received on or prior
to the Expiration Time. In all cases you should allow sufficient time to ensure timely delivery.
The
Tender of Shares pursuant to any one of the procedures described below will constitute your acceptance of the Offer, as well as
your representation and warranty that (1) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange
Act, (2) the tender of such Shares complies with Rule 14e-4 under the Exchange Act and (3) you have full power and authority to
tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment
of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares upon
the terms and subject to the conditions of the Offer.
Book-Entry
Delivery.
The
Depositary will establish an account with respect to the Shares for purposes of the Offer at the Depositary Trust Company (the
“Book-Entry Transfer Facility”) within two business days after the date of this Offer to Purchase.
Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may deliver shares by causing
the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with the Book-Entry
Transfer Facility. However, although delivery of Shares may be effected through Book-Entry Transfer, either the Letter of Transmittal
properly completed and duly executed together with any required signature guarantees or an Agent’s Message in lieu of the
Letter of Transmittal and any other required documents must, in any case, be received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase at the Expiration Time, or the guaranteed delivery procedure described below
must be complied with. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s
procedures does constitute delivery to the Depositary.
Required
documents must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase. Delivery of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not
constitute delivery to the Depositary. “Agent’s Message” means a message transmitted
by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry confirmation stating
that the Book-Entry Transfer Facility has received and express acknowledgement from the participant in the Book-Entry Transfer
Facility tendering the Shares that are subject of such little Book-Entry confirmation that such participant has received and agrees
to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against the participant.
Signature
Guarantees.
All
signatures on a Letter of Transmittal must be guaranteed by an financial institution (including most banks, savings and loan associations
and brokerage houses) that is a member of a recognized Medallion Program approved by the Securities Transfer Association, Inc.,
including the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange Medallion Program
(“SEMP”) and The New York Stock Exchange Medallion Signature Program (“MSP”) or any other
eligible grantor institution (as that term is defined in Rule 17Ad-15 under the Exchange Act) (each, an “Eligible
Institution”, unless the Shares tendered are (1) by a registered holder of Shares who has not completed either the
box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions”
on the Letter of Transmittal or (2) for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal.
If
the certificates for the Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or
if payment is to be made to, or certificates for the Shares for unpurchased Shares are to be issued or returned to, a person other
than the registered holder, then the tendered certificates for the Shares must be endorsed or accompanied by appropriate stock
powers, signed exactly as the name or names of the registered holder or holders appear on the certificates for the Shares, with
the signature on the certificates for the Shares of stock powers guaranteed by an Eligible Institution as provided in the Letter
of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.
If
the certificates representing the Shares are forwarded separately to the Depositary, and a properly completed and executed Letter
of Transmittal must accompany each delivery of certificates for the Shares.
Guaranteed
Delivery.
If
you wish to tender Shares pursuant to the Offer and cannot deliver such Shares and all other required documents to the Depositary
by the Expiration Time or cannot complete the procedure for delivery by Book-Entry Transfer on an timely basis, you may nevertheless
tender such Shares if all of the following conditions are met – the Notice of Guaranteed Delivery may be transmitted by
telegram, facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form
set forth in such Notice.
Backup
Withholding Tax.
A
non-corporate Holder (as defined below in “Section 5 – Material U.S. Federal Income Tax Considerations”) may
be subject to backup withholding tax at the applicable rate (currently 24%) with respect to cash payments received upon the exchange
of Shares pursuant to the Offer unless an exemption applies. For an exemption to apply to a U.S. Holder (as defined in “Section
5 – Material U.S. Federal Income Tax Considerations”), such U.S. Holder must (1) timely provide the Depositary with
a correct tax payer identification number and otherwise comply with certain certification procedures (generally by providing a
properly completed IRS Form W-9 included with the Letter of Transmittal) or (2) otherwise establish to the satisfaction of the
Depositary that such U.S. Holder is exempt from backup withholding tax. For an exemption to apply to a non-U.S. Holder (as defined
in “Section 5 – Material U.S. Federal Income Tax Consideration”), such non-U.S. Holder must (a) certify under
penalty of perjury on an appropriate and properly completed IRS Form W-8 that such non-U.S. Holder is not a U.S. person (provided
that the Depositary does not have actual knowledge or reason to know that the Holder is a U.S. person) or (b) otherwise establish
to the satisfaction of the Depositary that such Non-U.S. Holder is exempt from backup withholding tax. For more detailed discussion
of backup withholder tax, see “Section 5 – Material U.S. Federal Income Tax Considerations.”
Appointment
of Proxy.
By
executing a Letter of Transmittal, you irrevocably appoint our designee as your attorneys-in-fact and proxies with full power
of substitution, in the manner set forth the in the Letter of Transmittal to the full extent of your rights with respect to the
Shares tendered and accepted for payment by us (and any and all other Shares or other securities issued or issuable with in respect
of such Shares on or after the date of this Offer to Purchase). All such powers of attorney and proxies are irrevocable and coupled
with an interest in the validly tendered Shares. Such appointment is effective only upon our acceptance for payment of such Shares
in accordance with the terms of the Offer. Upon acceptance for payment, all prior powers of attorney and proxies and consents
granted by you with respect to such Shares and other securities will, without further action, be revoked and no subsequent powers
of attorney or proxies may be given or subsequent written consents executed (and, if previously given or executed, will cease
to be effective). Upon such acceptance for payment, our designees will be in powered to exercise all of our voting and other rights
as they, in their sole discretion, may be deem proper at any annual, special or adjourned meeting of IOR’s stockholders,
by written consent or otherwise. We reserve the right to require that in order for Shares to be validly tendered, immediately
upon our acceptance for payment of such Shares, we are able to exercise full voting rights with respect to such Shares and other
securities (including voting at any meeting of stockholders then scheduled or acting by written consent without a meeting).
The
foregoing powers of attorney and proxies are effective only upon acceptance for payment of Shares pursuant to the Offer. The Offer
does not constitute a solicitation of proxies, absent a purchase of Shares, for any meeting of IOR’s stockholders.
Determination
of Validity.
TCI
will determine, in its sole discretion, all questions as to the form of documents and the validity, eligibility, (including time
of receipt) and acceptance of any tender of Shares, and that determination will be final and binding. TCI reserves the absolute
right to reject any or all tenders of Shares that TCI determines not to be in proper form or the acceptance for payment of or
payment for which may, in the opinion of TCI’s counsel, be unlawful. TCI also reserves the absolute right to waive any defect
or irregularity in any tender of Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities
with respect to such Tender have been cured or waived. None of the Offeror, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity
or incur any liability for failure to give such notification. Offeror’s interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and instructions thereto) will be final and binding.
Except
as described in this Section 4, validly tendered Shares made in the Offer are irrevocable. If, after tendering your Shares in
the Offer, you decide that you do not want to accept the Offer, you can withdraw your Shares by so instructing the Depositary
in writing on or prior to the Expiration Time of the Offer (as may be extended in accordance with these terms). Further, if TCI
has not accepted your Shares for payment within sixty calendar days of the commencement of the Offer, you may withdraw them at
any time after that sixty-day period until we do accept your Shares for payment. Once Shares are accepted for payment, they cannot
be withdrawn. If you tendered your Shares by giving instructions to a broker, dealer, commercial bank or trust company or other
nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of
your Shares.
For
your withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal with respect to the Shares
must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the
notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares and the
name of the registered holder of Shares, if different from that of the person who tendered the Shares. If the Shares to be withdrawn
have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Shares tendered by an eligible
institution) signatures guaranteed by and Eligible Institution must be submitted before the release of such Shares. In addition,
such notice must specify, in the case of Shares tendered by delivery of the certificates, the serial numbers shown on the specific
certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by Book-Entry Transfer, the name and number
of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded,
and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be re-tendered at any time
before the Expiration Time by again following any of the procedures described in “Section 3 – Procedures for Accepting
Offer and Tendering Shares.”
If
TCI provides a subsequent offering period (as described in more detail in “Section 1 – Terms of the Offer”)
following the Offer, no withdrawal rights will apply to Shares tendered in such subsequent offering period of or Shares previously
tendered in the Offer and accepted for payment.
TCI
will determine in its sole discretion all questions as to the form and validity (including time of receipt) of any notice of withdrawal,
in our determination will be final and binding. None of the Offeror, Depositary, the Information Agent or any other person will
be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect
or irregularity or incur any liability for failure to give such notification.
| 5. | Material
U.S. Federal Income Tax Considerations. |
The
following is a general summary of the Material U.S. Federal Income Tax Considerations to a beneficial owner of Shares (a “Holder”)
who exchanges Shares for cash pursuant to the Offer (including during a subsequent offering period). This discussion is based
on U.S. Internal Revenue Code of 1986, as amended (the “Code”) final and temporary Treasury Regulations
promulgated thereunder, administrative pronouncements or practices and judicial decisions, all as in effect on the date hereof.
Future legislative, judicial or administrative modifications, revocations or interpretations, which may or may not be retroactive,
may result in U.S. Federal income tax considerations significantly different from those summarized herein. We have not sought,
and do not intend to seek, any ruling from the IRS or any other taxing authority with respect to any of the U.S. Federal income
tax considerations summarized herein, and there can be no assurance that the IRS will not challenge any of the considerations
summarized herein, or that a court will not sustain any such challenge by the IRS.
For
purposes of this discussion, the term “U.S. Holder” means a Holder that is, for U.S. Federal income
tax purposes is a U.S. person which is a citizen or resident of the United States. A “Non-U.S. Holder”
is a Holder (other than a partnership or any entity or arrangement treated as a partnership for U.S. Federal income tax purposes)
that is not a U.S. Holder.
If
a partnership (including any entity or arrangement treated as a partnership for U.S. Federal income tax purposes) holds Shares,
the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the
partner and the partnership. If you are a partner in a partnership that holds Shares, you should consult your tax advisor regarding
the tax consequences of the exchange of Shares for cash pursuant to the Offer.
This
summary is for general information only and does not constitute tax advice. This summary does not address all aspects of U.S.
Federal income taxation that may be relevant to Holders in light of their particular circumstances. In addition, this discussion
does not apply to certain categories of Holders that are subject to special treatment under the U.S. Federal income tax laws,
such as (1) banks, financial institutions or insurance companies, (2) regulated investment companies or real estate investment
trusts, (3) brokers or dealers in securities or currencies or traders in securities that elect mark-two-market treatment, (4)
tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax-differed accounts, (5) controlled
foreign corporations or passive foreign investment companies), (6) holders that acquired Shares in connection with the exercise
of employee stock options or otherwise as compensation for services, (7) holders that own Shares as part of a straddle, hedge,
constructive sale, conversion transaction or other integrated investment, (8) holders that are liable for the “alternative
minimum tax” under the Code, (9) U.S. Holders whose functional currency is not the U.S. dollar, (10) subchapter S corporations,
partnerships or other pass through entities for U.S. Federal income tax purposes, or (11) U.S. expatriates. This discussion does
not address any tax consequences arising under any state, local or non-U.S. tax laws or U.S. Federal state or gift tax laws. In
addition, this discussion applies only to Holders that hold their Shares as capital assets within the meaning of Section 1221
of the Code (generally property held for investment) and assumes that the Shares are not “United States real property interests”
within the meaning of Section 897 of the Code.)
HOLDERS
ARE ENCOURAGED AND URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF U.S. FEDERAL TAX LAWS TO THEM IN LIGHT
OF THEIR OWN PARTICULAR CIRCUMSTANCES AND ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING
JURISDICTION.
Exchange
for cash pursuant to the Offer.
U.S.
Holders. The exchange of Shares for cash pursuant to the Offer will be a taxable transaction for U.S. Federal income tax
purposes. In general, a U.S. Holder will recognize gain or loss equal to the difference between (1) the amount of cash received
and (2) such U.S. Holder’s adjusted tax basis in its Shares. Generally such gain or loss will be capital gain or loss and
will be long-term capital gain or loss if the Shares exchanged were held for more than one year as of the date of exchange. Long-term
capital gains of non-corporate U.S. Holders generally are subject to U.S. Federal income tax at preferential rates. The deduction
of capital losses is subject to limitations. Gain or loss must be calculated separately for each block of Shares (i.e., Shares
acquired for the same cost in the same transaction.)
Non-U.S.
Holders. Payments to a Non-U.S. Holder with respect to Shares exchanged for cash pursuant to the Offer generally will
not be subject to U.S. Federal income tax unless: (i) the gain, if any, is effectively connected with the conduct by the Non-U.S.
Holder of a trade or business in the United States (and, if required by an applicable income treaty, is attributable to a U.S.
permanent establishment maintained by the Non-U.S. Holder”, in which event (a) the Non-U.S. Holder will be subject to U.S.
Federal income tax on a net basis under regular graduated income tax rates in the same manner as if such Non-U.S. Holder were
(a) U.S. Holder and (b) the Non-U.S. Holder is a corporation, it may also be subject to a branch profits tax at a flat rate of
thirty percent (or such lower rate as may be specified under applicable income tax treaty); or (ii) the Non-U.S. Holder is an
individual who was present in the United States for one hundred eighty-three days or more the taxable year in which the Shares
are exchanged and certain other conditions are met, in which event gain recognized by the Non-U.S. Holder will be subject to U.S.
Federal income tax at a flat rate of thirty percent (or such lower rate as may be specified under an applicable income tax treaty),
but generally may be offset by U.S. source losses recognized by the Non-U.S. Holder during the same taxable period.
Information
Reporting and Backup Withholding Tax.
Payments
made to a Holder with respect to Shares exchanged for cash pursuant to the Offer will be reported to the Holder and the IRS to
the extent required by the Code and applicable Treasury Regulations. In addition, a non-corporate Holder may be subject to backup
withholding tax at the applicable rate (currently 24%) with respect to cash payments received upon the exchange of Shares pursuant
to the Offer unless an exemption applies. For an exemption to apply to a U.S. Holder, such U.S. Holder must (1) timely provide
the Depositary with a correct tax identification number and otherwise comply with certain certification procedures (generally
by providing a properly completed IRS Form W-9 included with the Letter of Transmittal) or (2) otherwise establish to the satisfaction
of the Depositary that such U.S. Holder is exempt from backup withholding tax. For an exemption to apply to a non-U.S. Holder,
such non-U.S. Holder must (a) certify under penalty of perjury on an appropriate and properly completed IRS Form W-8 that such
non-U.S. Holder is not a U.S. person (provided that the Depositary does not have actual knowledge or reason to know that the Holder
is a U.S. person) or (b) otherwise establish to the satisfaction of the Depositary that such non-U.S. Holder is exempt from backup
withholding tax. Each Non-U.S. Holder is urged to consult its own tax advisor to determine which IRS Form W-8 is appropriate in
such Non-U.S. Holder’s case. If Shares are held through a non-U.S. partnership or other flow-through entity, certain documentation
requirements may also apply to the partnership or other flow-through entity.
Backup
withholding tax is not an additional tax, and any amounts withheld under the backup withholding tax rules from a payment to a
Holder generally will be allowed as a refund or credit against such Holder’s U.S. Federal income tax liability, provided
that such Holder timely furnishes the required information to the IRS.
| 6. | Price
Range of Shares; Dividends. |
The
Shares are listed and principally traded on the NYSE American Exchange under the symbol “IOR.” The following table
sets forth for the periods indicated the high and low sales prices per Share on the NYSE American Exchange as reported in published
financial sources.
| Year |
|
High |
|
Low |
2022
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter |
|
$16.99
$15.06
$13.99
$13.50 |
|
$10.05
$10.59
$10.11
$11.35 |
2023
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter |
|
$12.40
$11.68
$13.39
$13.99 |
|
$10.58
$10.75
$11.09
$11.09 |
2024
First
Quarter
Second
Quarter
Third Quarter
Fourth
Quarter (through December 13, 2024) |
|
$17.82
$17.00
$19.00
$18.35 |
|
$13.40
$16.05
$15.69
$16.01 |
| |
|
|
|
|
On
December 13, 2024, the last full trading day prior to the date of this Offer to Purchase, the reported closing price for the Shares
on the NYSE American was $18.35 per share. Before deciding whether to tender your Shares into and accept the Offer, you should
obtain a current market quotation for the Shares.
The
Board of Directors of IOR established a policy that dividend declarations on common stock would be determined on an annual basis
following the end of each fiscal year. In accordance with that policy, the Board of Directors of IOR determined not to pay any
dividends on the IOR common stock in 2023, 2022 or 2021. Further distributions to common stock holders of IOR are to be determined
by the Board of Directors of IOR in light of conditions then existing, including IOR’s financial condition and requirements,
future prospects, restrictions in financing agreements, business conditions and other factors deemed relevant by the Board.
IOR
has a stock repurchase program that allows for the repurchase of up to 1,650,000 Shares. IOR’s repurchase program has no
termination date. During the year ended December 31, 2023, IOR repurchased a total of 57,700 Shares in three block transactions
at $15.75 per share. Also, on March 22, 2024, IOR repurchased a total of 32,608 Shares in two block purchase transactions at $18
per Share and on August 2, 2024, IOR repurchased a total of 11,928 Shares in two block transactions at $18 per Share. After giving
effect to the recent block purchases described, there are 523,003 Shares remaining that can be repurchased under IOR’s repurchase
program.
| 7. | Possible
Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration
Under the Exchange Act; Margin Regulations. |
Possible
Effects of the Offer on the Market for the Shares.
If
the Offer is consummated and the Minimum Condition has been satisfied or waived, the number of stockholders and the number of
Shares that are still in the hands of the public, may be reduced and may in fact be so small that there will no longer be an active
or liquid public trading market (or possibly any public trading market) for the Shares held by stockholders other than the Offeror
and its Affiliate. TCI cannot predict whether the reduction in the number of Shares that might otherwise trade publicly might
have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would
cause future market prices to be greater or less than the price paid in the Offer.
Stock
Exchange Listing.
Depending
upon the Shares purchased pursuant to the Offer, the Shares may no longer meet the minimum standards for continued listing on
the NYSE American Exchange. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria
for continued listing on the NYSE American Exchange, the market for the Shares could be adversely affected. Among such criteria,
listed companies are required to maintain a minimum of 300 total stockholders, 200,000 Shares publicly held and $2 million in
stockholders equity if reported losses from continuing operations and/or net losses in 2 of last 3 fiscal years. If as a result
of the purchase of the Shares pursuant to the Offer, the Shares no longer meet the NYSE American Exchange continued listing standards,
the listing of shares on the NYSE American Exchange could be discontinued and the market for the Shares could be adversely affected.
In the event the Shares no longer are listed on the NYSE American Exchange, price quotations for the Shares might still be available
from other sources. The extent of the public market for the Shares and availability of such quotations would, however, depend
upon such factors as the number of holders and/or the aggregate market value of the public held Shares at such time, the interest
in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares
under the Exchange Act and other factors.
Although
the NYSE American Exchange also reserves the right to delist companies under a number of circumstances, the Offeror does not currently
believe that the IOR Common Stock would be a candidate for delisting after the conclusion of the Offer.
Registration
Under the Exchange Act.
The
Shares are currently registered under the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares
becoming eligible for deregistration under the Exchange Act. Registration may be terminated upon application of IOR to the SEC
if the Shares are neither listed on a national securities exchange nor held by three hundred or more holders of record. Termination
of the registration of the Shares under the Exchange Act, assuming there are no other securities of IOR subject to registration,
would substantially reduce the information required to be furnished by IOR to holders of Shares and to the SEC and would make
certain of the provisions of the Exchange Act, such as the short swing profit recovery provisions of Section 16(b), the requirement
to furnish a proxy statement pursuant to Section 14(a) in connection with a stockholder’s meeting and the related requirement
to furnish an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to “going
private” transactions, no longer applicable to IOR. Furthermore, “affiliates” of IOR (including TCI) and persons
holding “restricted securities” of IOR may be deprived of the ability to dispose of such securities pursuant to Rule
144 promulgated under the Securities Act of 1933, as amended. If registration of the Shares under the Exchange Act were terminated,
the Shares would no longer be “margin securities” or eligible for listing or reporting on an exchange. We believe
the purchase of Shares pursuant to the Offer likely will not result in the Shares becoming eligible for deregistration
under the Exchange Act.
If
registration of the Shares under the Exchange Act is not terminated after consummation of the Offer, then all requirements of
the Exchange Act would remain in effect with respect to IOR and the Shares.
Margin
Regulations.
The
Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System
(the “Federal Reserve Board”), which has the effect, among other things of allowing brokers to extend
credit on the collateral of such Shares. Depending upon factors similar to those described above regarding listing and market
quotations, following the purchase of the Shares pursuant to the Offer, the Shares might no longer constitute “margin securities”
for purposes of the Federal Reserve Board’s margin regulations and, therefore, could no longer be used as collateral for
loans made by brokers.
| 8. | Certain
Information Concerning IOR. |
IOR
is a Nevada corporation with its principal executive offices located at 1603 Lyndon B. Johnson Freeway, Suite 800, Dallas, Texas
75234. The telephone number of IOR’s principal executive offices is 469-522-4200. The members of the Board of Directors
and Executive Officers of IOR together with their respective occupations and recent experience are listed on Schedule I attached
to this Offer.
IOR
subject to the informational reporting the requirements under the Exchange Act and regularly files informational reports on Form
10-K, Form 10-Q, Form 8-K, Proxy Statements and other reports with the SEC. Such filings are also available on IOR’s website
at www.incomeopp-realty.com. You may also read and copy any such reports, statements or other information
at the SEC’s Public Reference Room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call 1-800-SEC-0330
for further information on the operation of Public Reference Room. IOR’s filings are also available to the public from commercial
document retrieval services and at the SEC’s website at http://www.sec.gov.
| 9. | Certain
Information Concerning Offeror. |
TCI
is a Nevada corporation, incorporated on December 20, 1991 and on March 24, 1992, merged with and succeeded Transcontinental Realty
Investors, Inc., a Delaware corporation, which was formed May 24, 1990, and which on August 18, 1990 merged with and succeeded
Transcontinental Realty Investors, a California business trust, which was organized September 6, 1983 under the name Johnstown
Consolidated Realty Trust, and commenced operations on January 31, 1984. On November 30, 1999, TCI acquired all of the outstanding
shares of beneficial interest of Continental Mortgage and Equity Trust (“CMET”), a real estate investment trust,
in a tax free exchange of shares. Prior to January 1, 2000, TCI elected to be treated as a Real Estate Investment Trust (“REIT”)
under the Internal Revenue Code of 1986, as amended. During the third quarter of 2000, due to a concentration of ownership, TCI
no longer met the requirement for tax treatment as a REIT.
TCI’s
common stock is listed and traded on the NYSE under the symbol “TCI.” TCI’s principal executive offices are
also located at 1603 Lyndon B. Johnson Freeway, Suite 800, Dallas, Texas 75234 and its telephone number is 469-522-4200. The members
of the Board of Directors of TCI consist of the four directors who are also directors of IOR and one additional person. The executive
officers of TCI are the same as the as the executive officers of IOR. The members of the Board of Directors and Executive Officers
of TCI together with their respective occupations and recent experience are listed on Schedule II attached to this Offer. The
contractual advisor to TCI is Pillar Income Asset Management, Inc., a Nevada corporation (“PILLAR”), which
is also the contractual advisor to IOR and American Realty Investors, Inc., a Nevada corporation (“ARL”) which
has its Common Stock listed and traded on the NYSE and which, together with its subsidiaries owns approximately 78% of the Common
Stock of TCI. RAI also owns approximately 7% of the Common Stock of TCI. The Advisory and Cash Management Agreements with Pillar
and TCI are substantially the same as Pillar’s Advisory Agreement and Cash Management Agreement with IOR and ARL. TCI’s
website is www.transconrealty-invest.com.
TCI
is also subject to the informational and reporting requirements of the Exchange Act and in accordance therewith files and furnishes
periodic reports, proxy statements and other information with the SEC relating to its business, financial condition and other
matters. You may read and copy such reports, statements and other information at TCI’s website or at the SEC’s Public
Reference Room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information
on the operation of the Public Reference Room. TCI’s filings are also available to the public from commercial document retrieval
services and at the SEC’s website at http://www.sec.gov.
As
the Offeror is scheduled to pay cash for Shares tendered pursuant to the Offer, we do not believe that TCI’s financial condition
is relevant to a decision by the holders of Shares whether to tender Shares and accept the Offer because (i) the Offer is being
made for up to 100,000 outstanding Shares solely for cash and if holders of Shares tender their Shares, they will not have any
continuing interest in IOR or TCI, (ii) consummation of the Offer is not subject to any financing condition, and (iii) TCI has
sufficient funds available to purchase all Shares validly tendered, and not properly withdrawn, in the Offer.
| 10. | Source
and Amount of Funds. |
We
estimate that approximately $1,800,000 will be needed to purchase 100,000 Shares validly tendered in the Offer and an additional
approximately $140,000 to pay related fees and expenses in connection with the Offer. TCI expects to pay all funds pursuant to
the Offer from its own available working capital.
| 11. | Background
of the Offer. |
TCI
has owned over 80% of the outstanding Shares of IOR Common Stock for several years and believes in the investment potential of
the Shares. During the past twelve months, the Market Price of the Shares on the NYSE American Exchange has risen by approximately
60% from $10.11 to over $16 even though only small numbers of Shares have been the weekly volume of trades.
TCI
still believes in, and intends to continue its investment approach to, the Shares, but desires to move to a larger percentage
ownership so that at some point in the future TCI may avail itself of the Nevada parent subsidiary merger statute (see NRS 92A.180).
After considering various methods of acquiring additional Shares, TCI’s Management and Board of Directors determined for
TCI to make a limited offer to acquire up to 100,000 Shares to put TCI (assuming TCI also acquires the Shares held by its Affiliate)
well over the 90% threshold of the Nevada parent subsidiary merger statute. This Offer to Purchase is the result.
On
March 19, 2024, IOR repurchased two blocks of IOR Common stock totaling 32,608 Shares at $18 per Share from two individuals and
on August 2, 2024, IOR repurchased 11,928 Shares in two block purchase transactions at $18 per share from two individuals, which
reduced the number of outstanding Shares of IOR Common Stock to 4,066,178 Shares. TCI desires to acquire additional Shares as
an investment to increase TCI’s holdings by at least 49,353 (1.21% of the current outstanding IOR Common Stock) so that
TCI’s ownership coupled with that of its Affiliate RAI would equal at least 91% of the current outstanding Shares of IOR
Common Stock. As TCI is not aware of any significant “Blocks” (as defined in Rule 106-18 under the Exchange
Act) of Shares held by less than five individuals, TCI believes and intends to give all holders through this limited Offer an
equal opportunity to sell Shares to TCI at the same price net to the sellers as the two individuals received from IOR in March
and August, 2024. TCI hopes that holders of small numbers of Shares ( 99 Shares or less ) will tender as a way to sell and not
suffer brokerage commissions. However, if more than 100,000 Shares are tendered, TCI cannot treat any Shares from those tendering
lots with less than 99 Shares any differently than any other Shares tendered, all of which will be subject to pro-ration, unless
TCI purchases all Shares tendered.
TCI
has made no decision, (other than to seek to acquire Shares in this Offer), about any future transaction involving Shares of IOR
Common Stock. See “Section 12 – Purpose of the Offer; Plans for IOR.
| 12. | Purpose
of the Offer; Plans for IOR. |
Purpose
of the Offer.
The
purpose of the Offer is to acquire sufficient additional Shares to advance the ownership of TCI and its Affiliate to at least
91% of the outstanding IOR Common Stock. The Offer is not intended to be a first step in the acquisition of all Shares of IOR,
but may ultimately result in that circumstance. Holders of Shares of IOR not purchased pursuant to the Offer (which is wholly
voluntary on the part of IOR stockholders to determine whether or not to tender their Shares pursuant to the Offer) do not
have appraisal rights in connection with the Offer.
Plans
for IOR.
Except
as disclosed in the Offer to Purchase, TCI does not have any present plan or proposal that would result in the acquisition by
any person of additional securities of IOR (except TCI may purchase additional Shares if available at attractive pricing or TCI
may purchase all Shares tendered in the Offer if more than 100,000 Shares are tendered), the disposition of securities of IOR,
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving IOR, the sale or transfer of
a material amount of IOR Shares (except TCI reserves the right to consider any such transactions in TCI’s discretion), any
material changes to IOR’s present dividend policy, indebtedness, capitalization, corporate structure, business or any material
change to the composition of IOR’s management or the IOR Board.
It
is expected that, initially following the conclusion of the Offer, the business and operations of IOR will, except as set forth
in this Offer to Purchase, be continued as a stand-alone business unit substantially as they are currently being conducted. TCI
will continue to evaluate the business and operations of IOR during and after consummation of the Offer and will take such actions
it deems appropriate under the circumstances then existing. Thereafter, TCI intends to continue to work with IOR’s management
as a part of a comprehensive review of IOR’s business, operations, capitalization and management with a view to optimizing
development of IOR’s potential in conjunction with TCI’s business.
After
completion or termination of the Offer, TCI may seek to acquire additional Shares through open market purchases, privately negotiated
transactions, or a tender offer or exchange offer or otherwise upon terms and at prices as TCI determines, which may be more or
less than the price paid in the Offer. If TCI does not acquire sufficient Shares in the Offer, including any subsequent offering
period, to meet the Minimum Condition which would then put TCI (assuming it acquires the Shares held by its Affiliate) under the
short-form merger provisions of the Nevada Revised Statutes, without a vote of IOR’s remaining stockholders, TCI will likely
seek to acquire additional Shares to place it in a position that the Minimum Condition would have been satisfied.
No
Stockholder Approval Required.
Under
the Nevada Revised Statutes, if TCI acquires, pursuant to the Offer or otherwise (including by acquisition of the Shares held
by its Affiliate), at least 90% plus 1 of the outstanding Shares, TCI believes it could, and may in the future, effectuate a merger
under the short-form merger provisions of the Nevada Revised Statutes without a vote of the IOR stockholders. If TCI does not
ultimately acquire at least 90% plus 1 Share of the outstanding Shares, any merger or consolidation involving IOR and TCI would
need to seek the adoption and approval thereof by a vote of IOR’s stockholders. Thus, assuming that the Minimum Condition
is satisfied, upon consummation of the Offer, TCI (together with its Affiliate) would own sufficient Shares to enable TCI, without
the vote of any other IOR stockholder, to satisfy the requirements to approve any merger or consolidation without a vote of IOR
stockholders.
Rule
13e-3.
The
SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions and
which may under certain circumstances be applicable to the Offer if another business combination follows the purchase of Shares
pursuant to the Offer or otherwise in which the Offeror seeks to acquire the remaining Shares not held by it. If applicable, Rule
13e-3 requires, among other things, that certain financial information concerning IOR and certain information relating to the
fairness of the proposed transaction and the consideration offered to minority stockholders in such transaction be filed with
the SEC and disclosed to stockholders prior to the consummation of the transaction. Offeror believes that Rule 13e-3 will not
be applicable to any merger or consolidation effectuated within one year following the consummation of the Offer and, IOR stockholders
receive the same price per Share as paid in the Offer.
Appraisal
Rights.
No
appraisal rights are available to holders of Shares in connection with the Offer.
| 13. | Extension
of the Offer; Termination; Amendment. |
TCI
expressly reserves the right, for any reason, at any time and from time to time prior to the Expiration Time, and regardless of
whether any of the events set forth in “Section 15 – Conditions of the Offer” shall have occurred or are deemed
by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of,
and payment for, any Shares. TCI will effectuate any such extension by giving oral or written notice of such extension to the
Depositary and making a public announcement of the extension as soon as possible. TCI also expressly reserves the right in our
sole discretion, to terminate the Offer and reject for payment and not pay for any Shares not theretofore accepted for payment
or paid for or, subject to applicable law, to postpone the payment for Shares upon the occurrence of any of the conditions specified
in “Section 15 – Conditions to the Offer” by giving oral or written notice of the termination or postponement
to the Depositary and making a public announcement of the termination or postponement.
TCI’s
reservation of the right to delay payment for Shares which have been accepted is limited by the Tier II exemption under Rule 14d-1(d),
which requires that TCI must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal
of the tender Offer. Subject to compliance with applicable law, TCI further reserves the right, in its sole discretion, and regardless
of any of the events set forth in “Section 15 – Conditions of the Offer” have occurred or are deemed by us to
have occurred, to amend the Offer prior to the Expiration Time for any reason. Amendments to the Offer may be made at any time,
and from time to time, by public announcement. In the case of an extension the Offer, such amendment must be issued no later than
9:00 a.m., New York City time, on the next Business Day after the last previously scheduled or announced Expiration Time. Any
public announcement made pursuant to the Offer will be disseminated promptly to holders of Shares in a manner reasonably designed
to inform holders of Shares of the change. Without limiting the manner in which TCI may choose to make a public announcement,
except as required by applicable law or regulation, TCI shall have no obligation to publish, advertise or otherwise communicate
any such public announcement other than by making a release through the Information Agent or PR Newswire, Business, Business Wire
or another comparable service.
If
we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required
by Rules 14e-1(a) and 14d-4(d) promulgated under the Exchange Act. These rules and related releases and interpretations of the
SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the
Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend
on the facts and circumstances including the relative materiality of the terms or information; however, in no event will the Offer
remain open for fewer than 5 Business Days following such a material change in terms of, or information concerning, the Offer.
If (i) we make any change to increase or decrease the price to be paid for the Shares, and (ii) the Offer is scheduled to expire
at any time earlier than the expiration of a period ending on the 10th Business Day from, and including, the date that
notice of an increase or decrease is first published, sent or given to holders of Shares in the manner specified in this Section
13, the Offer will be extended such that the Expiration Time is at least 10 Business Days after notice of the increase or decrease
in the price as announced.
| 14. | Dividends
and Distributions. |
The
Board of Directors of IOR has previously established a policy that dividend declarations on the IOR Common Stock would be determined
on an annual basis following the end of each fiscal year. In accordance with that policy, the IOR Board of Directors determined
not to pay any dividends on the Shares in 2023, 2022, 2021 or 2020. Following the conclusion of the Offer TCI has no intention
to attempt to influence or change any future IOR Board decision on distributions on the Shares in light of the conditions then
existing, including IOR’s financial condition and requirements, future prospects, restrictions in financing agreements,
deemed relevant by the IOR Board.
| 15. | Conditions
of the Offer. |
Notwithstanding
any other provision of the Offer, Offeror will not be required to accept for payment or, subject to applicable rules and
regulations of the SEC (including those relating to the obligation of Offeror to pay for, or return the validly tendered Shares
promptly after termination or withdrawal of the Offer), pay for any Shares pursuant to the Offer, and Offeror may delay its acceptance
for payment of or, subject to the restriction referred to above, its payment for, any validly tendered Shares and not accept for
payment any validly tendered Shares if:
(1)
prior to the Expiration Time, there is not validly tendered (not including shares tendered pursuant to procedures for guaranteed
delivery and not actually delivered prior to the Expiration Time” and not properly withdrawn a number of Shares that, together
with the Shares beneficially owned by Offeror and its Affiliate, constitute at least 91% of the number of then outstanding Shares
on a fully diluted basis (the “Minimum Condition”); or
(2)
there is in effect any restraint enjoining or preventing the acceptance for payment of, or the payment for the Shares or otherwise
prohibiting consummation of the Offer, or any law has been enacted after the date hereof by a governmental authority of competent
jurisdiction that prohibits or makes illegal the acceptance for payment of, or the payment for, the Shares pursuant to the Offer;
or
(3)
there shall have been threatened, instituted or pending any action or proceeding by any government or governmental authority or
regulatory or administrative agency, domestic or foreign, or by any other person, domestic or foreign, before any court of competent
jurisdiction or government authority or regulatory or administrative agency, domestic or foreign (i) challenging or seeking to
make an illegal, or delay or otherwise directly or indirectly restrain or prohibit the making of the Offer, the acceptance for
payment of, or payment for, some or all of the Shares by TCI or otherwise directly or indirectly relating in any manner to or
affecting the Offer, or (ii) that otherwise, in the sole judgment of TCI, has or may have a material adverse effect on the business,
financial condition, income, operations or prospects of TCI or IOR or their respective subsidiaries taken as a whole or has or
may materially impair the contemplated benefits of the Offer to TCI; or
(4)
there shall have been any action threatened, pending or taken or approval withheld or any statute, rule, regulation, judgment
or order or injunction proposed, sought, enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer or
IOR or TCI or any of their respective subsidiaries by any Court, government or governmental authority or regulatory or administrative
agency, domestic or foreign, that, in the sole judgment of TCI might directly or indirectly result in any of the consequences
referred to in paragraph (3) above; or
(5)
there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) the declaration of a banking moratorium or any suspension of payments in respect
of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity
directly or indirectly involving the United States, (iv) any limitation (whether or not mandatory) by any governmental, regulatory
or administrative authority or agency or any other event that in the sole judgment of TCI might affect the extension of credit
by banks or other lending institutions; or
(6)
any significant decrease in the market price of the Shares or in the general level of market prices of equity securities in the
United States or abroad or any change in the general political, market, economic or financial conditions in the United States
or abroad that has or may have material adverse significance with respect to TCI’s business, operations or prospects or
the trading in the Shares; or
(7)
any decline in either the Dow Jones Industrial Average or the Standard & Poor’s Index of 400 Industrial Companies by
an amount in excess of 10% measured from the close of business on the day before the Expiration Time.
The
foregoing conditions are for the sole benefit of TCI and may be asserted by TCI in its sole discretion regardless of the circumstances
(including any action or inaction by any person) giving rise to such conditions, or may be waived by TCI, in its sole discretion,
in whole or in part at any time. The failure by TCI at any time to exercise its rights under any of the foregoing conditions shall
not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and other circumstances
shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing
right which may be asserted at any time or from time to time. Any determination by TCI concerning the events described in this
Section shall be final and binding on all parties.
Notwithstanding
this Section 15, TCI may not postpone the acceptance for payment of, or the payment for, Shares tendered as a result of the occurrence
of any of the specified events after the Expiration Time. Under Rule 13e-4(f)(5) unless the Offer is terminated, all conditions
to the Offer must either be satisfied or waived prior to the acceptance of the Shares for payment at the Expiration Time. Furthermore,
TCI may not, consistent with the requirements that withdrawal rights be available while the Offer remains open, terminate the
tender period, eliminate withdrawal rights and retain the right to avoid paying for the Shares.
TCI
also reserves the right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer,
provided that TCI has not been required to (1) reduce the number of Shares subject to the Offer, (2) reduce the Offer Price, (3)
waive or amend the Minimum Condition, (4) extend the Expiration Time (except to the extent permitted), (5) change the form of
consideration payable in the Offer, (6) add to the Offer Conditions or impose any condition to the Offer other than the foregoing
conditions, (7) otherwise amend, modify or supplement any of the conditions of the Offer set forth in this Section 15 or terms
of the Offer, in each case, in a manner adverse to the holders of Shares or (8) abandon or terminate the Offer, except as expressly
provided.
If
we make a material change to the terms of the Offer or waive a material condition of the Offer, we will extend the Offer and disseminate
additional tender offer materials to the extent required by applicable law. Additionally, if prior to the Expiration Time, Offeror
increase the consideration being paid for Shares accepted for payment pursuant to the Offer, such increased consideration will
be paid to all stockholders whose Shares are purchased pursuant the Offer, whether or not such Shares were tendered prior to the
announcement of the increase in consideration.
| 16. | Certain
Legal Matters; Regulatory Approvals. |
General.
Based
on an examination of publicly available information filed with the SEC with respect to IOR and other publicly available information,
TCI is not aware of any governmental license or regulatory permit that appears to be material to IOR’s business that might
be adversely affected by TCI’s acquisition of additional Shares pursuant to the Offer or, except as set forth in this Section
16, of any approval or other action by any government or governmental administrative or regulatory authority or agency, domestic
or foreign, that would be required for TCI’s acquisition or ownership of additional Shares pursuant to the Offer. Should
any such approval or other action ultimately be deemed to be required or desirable, we currently contemplate that, except as described
below under “State Takeover Statutes” such approval or other action will be sought. There is no current intent to
delay the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. TCI is unable to predict whether
it will determine that TCI is required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the
Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would
be obtained (with or without substantial conditions) or that it such approvals were not obtained or such other action were not
taken adverse consequences might not result to IOR’s business or certain parts of IOR’s business might not have to
be disposed of, any of which could cause us to elect to terminate the Offer without the purchase of Shares thereunder. TCI’s
obligation under the Offer to accept for payment and pay for Shares is subject to the conditions set forth in “Section 15
– Conditions of the Offer.”
Nevada
Law.
As
a Nevada corporation, IOR is subject to the Nevada Revised Statutes. However, the original Articles of Incorporation, as amended,
of IOR provide at Article TENTH that IOR has expressly elected not to be governed by the Nevada “Combinations with Interested
Stockholders” statutes contained in NRS 78.411 to 78.444 and the Nevada “Acquisition of Controlling Interest”
statutes contained in NRS 78.378-78.3793. Further, while Article TENTH of the Articles of Incorporation of IOR provide certain
alternatives to the statutes from which IOR has elected not to be governed, TCI is specifically exempted from that provision as
well by virtue of an amendment to the Articles of Incorporation clarifying certain matters adopted in December 2023, following
approval by the stockholders or IOR.
State
Take Over Statutes.
A
number of states have adopted laws which purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated
in, or which have substantial assets, or which have substantial assets, stockholders, principal executive offices or principle
places of business or where business operations otherwise have substantial economic effects in, such states. IOR has stockholders
throughout the United States, some of which may have enacted such laws. Except as described herein, TCI does not know whether
any of these laws will, by their terms, apply to the Offer and TCI has not complied with any such laws. To the extent certain
provisions of these laws purport to apply to the Offer or any other matter, TCI believes that there are reasonable bases for contesting
such laws.
If
any governmental official or third party seeks to apply any state takeover law to the Offer, TCI will take such action as then
appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings?
If it is asserted that one or more state takeover statutes is applicable to the Offer and an appropriate of competent jurisdiction
does not determine that it is inapplicable or invalid as applied to the Offer, TCI may be required to file certain information
with, or to receive approvals from, the relevant state authorities or holders or holders of Shares within those states and TCI
may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating
the Offer. In such case TCI may not be obligated to accept for payment or pay for any validly tendered Shares. See “Section
15 – Conditions of the Offer.”
TCI
has retained D.F. King & Co., Inc. to be the Information Agent and Equiniti Trust Company LLC to be the Depositary in connection
with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, and personal interview and may
request banks, brokers, dealers and other nominees to forward materials relating to the Offer to beneficial owners of Shares.
The
Information Agent and the Depositary will each receive reasonable and customary compensation for their respect services in connection
with the Offer, will be reimbursed for reasonable out-of-pocket expenses and will be indemnified against certain liabilities and
expenses in connection therewith, including certain liabilities under federal securities laws.
It
is estimated that the expenses incurred by TCI in connection with the Offer will be approximately as set forth below:
| Depositary | |
$ | 57,500 | 1 |
| Information Agent | |
$ | 25,000 | |
| Legal Fees and Related Expenses | |
$ | 35,000 | |
| Filing Fees and Related Fees | |
$ | 1,500 | |
| Printing, Mailing and Distribution Expenses | |
$ | 16,000 | |
| Miscellaneous | |
$ | 5,000 | |
| TOTAL | |
$ | 140,000 | |
TCI
will not pay any fees or commissions to any broker or dealer or any other person (other than the Depositary and the Information
Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks and
trust companies will, upon request, be reimbursed by the Offeror for customary mailing and handling expenses incurred by them
in forwarding offering materials to their customers. In those jurisdictions where applicable laws require the Offer to be made
by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Offeror by one or more registered brokers
or dealers licensed under the laws of such jurisdiction to be designated by the Offeror.
The
Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which
the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. TCI is not aware
of any jurisdiction where the making of the Offer is prohibited by any administrative or judicial action pursuant to any valid
state statute. If TCI becomes aware of any valid state statute prohibiting of the Offer or the acceptance of the Shares, TCI will
make a good faith effort to comply with such state statute. If, after a good faith effort, TCI cannot comply with the state statute,
TCI will not make the Offer to, nor will TCI accept tenders from or on behalf, the holders of Shares in that state. In
any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
No
person has been authorized to give any information or make any representation on behalf of the Offeror (or its affiliate or any
other person) not contained in this Offer to Purchase or in the Letter of Transmittal and, if given or made, such information
or representation must not be relied upon as having been authorized. No broker, dealer, commercial bank, trust company, fiduciary
or other person will be deemed to be the agent of the Offeror, the Depositary or the Information Agent for the purpose of the
Offer.
TCI
has filed with the SEC a Schedule TO pursuant to Rule 14d-3 under the Exchange Act, together with exhibits, furnishing
certain additional information with respect to the Offer, and may file amendments to our Schedule TO as well as other
documents. In addition, IOR has filed the Schedule 14d-9 pursuant to Rule 14d-9 under the Exchange Act together with exhibits
thereto setting forth its non-recommendation and furnishing certain additional information. The Schedule TO and the Schedule
14d-9 together with any exhibits or amendments as well as a Schedule 13-D may be examined and copies may be obtained from the
SEC in the same manner as described in “Section 8 - Certain Information Concerning IOR” with respect to
information concerning IOR.
Dated:
December 16, 2024 TRANSCONTINENTAL REALTY INVESTORS, INC.
__________________
1
Depositary Fee is $40,000 plus $17.50 per tender assuming 1,000 tenders.
The
Letter of Transmittal and Certificates for Shares and any other required documents should be sent or delivered by each record
stockholder or the stockholder’s broker, dealer, commercial bank, trust company or nominee to the Depositary. Stockholders
submitting certificates representing Shares to be tendered must deliver such certificates together with the Letter of Transmittal
and any other required documents by mail or overnight courier. Facsimile copies of Share Certificates of Letters of Transmittal
will not be accepted. The Letter of Transmittal and Certificates for Shares and any other required documents should be sent to
the Depositary at one of the addresses set forth below:
The
Depositary for the Offer is
EQUINITI
Trust Company LLC
Operations
Center
6201
15th Avenue
Brooklyn,
New York 11219
Attn:
Reorganization Department
By
facsimile transmission
(for
eligible institutions only):
Facsimile
(718) 765-8758
Confirm
facsimile transmission: (718) 921-8317 (toll free) or (877) 248-6417
| |
If delivering by hand, express mail or courier: |
By Mail: |
| |
|
|
| |
EQUINITI Trust Company, LLC |
Equiniti Trust Company, LLC |
| |
55 Challenger Road, Suite #200 |
Operations Center |
| |
Ridgefield Park, New Jersey 07660 |
Attn: Reorganization
Department |
| |
Attn: Reorganization Department |
P. O. Box 525 |
| |
| Ridgefield
Park, New Jersey 07660 |
If
you have questions or need additional copies of this Offer to Purchase and the Letter of Transmittal, you can call the Information
Agent at the addresses and telephone numbers set forth below. You may also contact your broker, dealer, bank, trust company or
other nominee for assistance concerning the Offer.
The
Information Agent for the Offer is:
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, New York 10005
Toll
Free (800) 431-9643
Email:
ior@dfking.com
SCHEDULE
I
DIRECTORS
AND EXECUTIVE OFFICERS OF
INCOME
OPPORTUNITY REALTY INVESTORS, INC.
The
name, present principal occupation or employment and material occupations, positions, offices or employment for the past five
years of each of the Directors and Executive Officers of Income Opportunity Realty Investors, Inc. are set forth below. The telephone
number of each individual is 469-522-4200 and the address for each is 1603 L. B. J. Freeway, Suite 800, Dallas, Texas 75234. Each
of the persons listed below are citizens of the United States of America.
Names,
Positions | |
Present Principal Occupation or Employment and 5-Year Employment History |
| | |
|
| Henry A. Butler; Director (since November 2005) and Chairman of the Board (since May 2009) | |
Retired Broker-Land Sales (April 30, 2011 – April 30, 2019 for Pillar); Director (since July 2003) and Chairman of the Board (since May 2009) of ARL; Director (since November 2005) and Chairman of the Board (since May 2009) of TCI.
|
| | |
|
| Robert A. Jakuszewski; Director (since March 16, 2004) | |
Territory Manager for Artesia Labs (since April 2015); Director of ARL and TCI (since November 22, 2005).
|
| | |
|
| Ted R. Munselle; Director (since May 2009); Presiding Director | |
Vice President and Chief Financial Officer (since October 1998) of Landmark Nurserys, Inc.; Director (since February 2004) of ARL and TCI; Certified Public Accountant (since 1980). Mr. Munselle is also a Director (since February 17, 2012) of Spindletop Oil & Gas Company, a publicly held Texas corporation whose stock is traded in the over-the-counter (“OTC”) market.
|
| | |
|
| Fernando Victor Lara Celis; Director (since October 11, 2023) | |
Mr. Lara is an entrepreneur and for more than the past 5 years, the General Manager and President of FYA Project, LLC, a Schlotzsky’s Deli Franchisee (Restaurant and Fast Food) which owns and operates 7 locations in the North Dallas, Texas area. He is also the General Manager and President in UDF de Mexico S. de R.L. de C.V., a Dallas, Texas based independent contractor which manages real estate projects Loma Bonita and La Laguna in Tampico, Mexico, Mr. Lara is also a Director (since October 11, 2023) of ARL and TCI.
|
| | |
|
Louis J. Corna; Executive Vice President, General Counsel, Tax Counsel and Secretary (since January 31, 2004) of IOR, TCI and ARL
. | |
Executive Vice President, General Counsel/Tax Counsel and Secretary of Pillar for
more than the past 5 years. He is a Certified Public Accountant. |
| Erik L. Johnson; President and Chief Exective Officer (since May 28, 2024) of IOR, TCI and ARL. | |
Mr. Johnson has served as President since May 28, 2024 of Pillar, IOR, TCI and ARL; prior thereto, he was Chief Financial Officer of Pillar (since June 29, 2020) and Executive Vice President and Chief Financial Officer (August 17, 2020 to May 28, 2024 of TCI and ARL and (December 16, 2021 to May 28, 2024) of IOR; prior to June 2020, he served as Vice President of Financial Reporting at Macereich (“NYSE: MAC”) and served as the Chief Accounting Officer of North American Scientific, Inc. He is a Certified Public Accountant. |
SCHEDULE
II
DIRECTORS
AND EXECUTIVE OFFICERS OF
TRANSCONTINENTAL
REALTY INVESTORS, INC.
Names, Positions | |
Present
Principal Occupation or Employment and
5-Year Employment History |
| | |
|
| Henry A. Butler; Director (since November 2005) and Chairman of the Board (since May 2009). | |
Retired (since April 30, 2019); Mr. Butler served as Vice President for Pillar from April 2011 to April 30, 2019. He has also served as Chairman of the Board since May 2009 and a Director since November 2005 of ARL and Chairman of the Board since May 2011 and a Director since February 11, 2011 of IOR.
|
| | |
|
| William J. Hogan; Director (since February 2020). | |
Retired (since December 31, 2020); Registered Representative and Investment Advisor Representative from January 2013 to December 2020 by Cetera Advisor Networks LLC, a general securities and investment advisory firm with an office in San Antonio, Texas. (from November 2009 through December 2012 Mr. Hogan was a registered representative employed by Financial Network Investment Corp. in San Antonio, Texas. He holds Series 7 (General Securities Representative), Series 63 (Uniform Securities Agent State Law) Series 65 (Investment Advisor) Licenses issued by the Financial Industry Regulatory Authority (“FINRA”). Mr. Hogan has also been a Director of ARL since February 2020.
|
| | |
|
| Robert A. Jakuszewski; Director (since November 2005). | |
Mr. Jakuszewski has served as a Territory Manager for Artesia Labs since April 2015. He was a Medical Specialist from January 2014 to April 2015 for Vaya Pharma, Inc. He has also been a Director of ARL since November 2005 and a Director of IOR since March 2004.
|
| | |
|
| Fernando V. Lara Celis; Director (since October 2023). | |
Mr. Lara is an entrepreneur and for more than the past 5 years, the General Manager and President of FYA Project, LLC, a Schlotzsky’s Deli Franchisee (Restaurant and Fast Food) which owns and operates 7 locations in the North Dallas, Texas area. He is also the General Manager and President in UDF de Mexico S. de R.L. de C.V., a Dallas, Texas based independent contractor which manages real estate projects Loma Bonita and La Laguna in Tampico, Mexico. Mr. Lara is also a Director of ARL and IOR since October 11, 2023.
|
Ted R. Munselle; Director (since February 2004). Also the Presiding Director.
| |
Mr. Munselle has been Vice President and Chief Financial Officer of Landmark Nurserys, Inc. since October 1998. Since October 2021 he has also been a member of the Board of Directors of Spindletop Oil & Gas Company which has its stock traded in the over-the-counter market. He has also served as a Director of ARL since February 2004 and a Director of IOR since May 2009. Mr. Munselle is qualified as an Audit Committee financial expert within the meaning of SEC regulations and is a Certified Public Accountant (since 1980).
|
| | |
|
| Erik L. Johnson; President and Chief Executive Officer of TCI, ARL and IOR (since May 28, 2024). | |
Mr. Johnson is also President of Pillar, IOR, TCI and ARL (since May 28, 2024), and Chief Financial Officer of Pillar (since June 2020) and Interim President (April 2023 to May 2024); prior thereto, he was Executive Vice President and Chief Financial Officer (August 17, 2020 to May 28, 2024) of TCI and ARL and (December 16, 2021 to May 28, 2024) of IOR. Prior to June 2020, he was Vice President of Financial Reporting at Macereich (“NYSE: MAC”) and has served Chief Accounting Officer of North American Scientific, Inc. He is also a Certified Public Accountant. |
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| Louis J. Corna; Executive Vice President, General Counsel/Tax Counsel and Secretary of TCI, ARL and IOR (since February 2004). | |
He has also been Executive Vice President and Secretary of Pillar for more than the past five years. Mr. Corna is also a Certified Public Accountant. |
Income Opportunity Realty Investors, Inc. Schedule 14D-9
Exhibit 99(a)(1)(B)
Letter of Transmittal to Tender Shares of Common Stock
of
INCOME OPPORTUNITY REALTY INVESTORS, Inc.
at $18 Net Per Share in Cash Pursuant to the Offer to Purchase dated December 16, 2024 by
TRANSCONTINENTAL REALTY INVESTORS, INC.
The undersigned represents that I (we) have full
authority to surrender without restriction the certificate(s) listed below. You are hereby authorized and instructed to deliver
to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment
for shares of common stock, par value $0.01 per share, of Income Opportunity Realty Investors, Inc. (“IOR”) (collectively,
the “Shares”) tendered pursuant to this Letter of Transmittal, at a price of $18 per share, net to the seller in cash,
without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated December 16, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”
and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”).
THE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 PM LOCAL NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 15, 2025, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS
IT MAY BE EXTENDED, THE “EXPIRATION DATE”) OR EARLIER TERMINATED.
Method of
delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.
Mail or deliver this Letter of Transmittal,
together with the certificate(s) representing your shares, to:
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If delivering by hand, express mail,
courier,
or other expedited service:
Equiniti
Trust Company, LLC
55 Challenger
Road
Suite # 200
Ridgefield
Park, New Jersey 07660
Attn: Reorganization
Department |
By mail:
Equiniti Trust Company, LLC
Operations Center
Attn: Reorganization Department
P.O. Box 525
Ridgefield Park, New Jersey 07660
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Pursuant to the offer of Transcontinental Realty Investors,
Inc. (“Purchaser”) to purchase up to 100,000l outstanding Shares of IOR, the undersigned encloses herewith and surrenders
the following certificate(s) representing Shares of IOR:
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| DESCRIPTION OF SHARES SURRENDERED |
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Name(s) and Address(es) of Registered
Owner(s)
(If blank, please fill in exactly
as name(s) appear(s) on share certificate(s)) |
Shares Surrendered
(attached additional list if necessary) |
| Certificated Shares** |
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Total Number of Shares Represented by Certificate(s) * |
Number of Shares Surrendered ** |
Book Entry Shares Surrendered |
DRIP shares to be tendered |
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| Total Shares |
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* Need not be completed by book-entry stockholders.
** Unless otherwise indicated, it will be assumed that
all shares of common stock represented by certificates described above are being surrendered hereby. |
PLEASE READ THE INSTRUCTIONS ACCOMPANYING
THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
IF YOU WOULD LIKE ADDITIONAL COPIES OF
THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT EITHER THE INFORMATION AGENT, D.F. KING &
Co., Inc. AT (800) 431-9643 OR THE DEPOSITARY, EQUINITI TRUST COMPANY LLC AT (877) 248-6417.
You have received this Letter of Transmittal
in connection with the offer of Transcontinental Realty Investors, Inc., a Nevada corporation (“Purchaser”), to purchase
up to 100,000 outstanding shares of common stock, par value $0.01 per share, of Income Investors, Inc., a Nevada corporation (“IOR”)
(collectively, the “Shares”), at a price of $18 per Share, net to the seller in cash, without interest and less any applicable
withholding taxes, as described in the Offer to Purchase, dated [Month] [Day],2024 (as it may be amended or supplemented from time
to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented
from time to time, the “Offer”).
You should use this Letter of Transmittal
to deliver to Equiniti Trust Company, LLC (the “Depositary”) Shares represented by stock certificates, or held in book-entry
form on the books of IOR, for tender. If you are delivering your Shares by book-entry transfer to an account maintained by the
Depositary at The Depository Trust Company (“DTC”), you must use an Agent’s Message (as defined in Instruction 2
below). In this Letter of Transmittal, stockholders who deliver certificates representing their Shares are referred to as “Certificate
Stockholders,” and stockholders who deliver their Shares through book-entry transfer are referred to as “Book-Entry Stockholders.”
If certificates for your Shares are not immediately
available or you cannot deliver your certificates and all other required documents to the Depositary prior to the Expiration Date
or you cannot complete the book-entry transfer procedures prior to the Expiration Date, you may nevertheless tender your Shares
according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2 below.
Delivery of documents to DTC will not constitute delivery to the Depositary.
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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): |
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Name of Tendering |
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Institution: |
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DTC Participant |
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Transaction Code |
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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY): |
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Window Ticket Number (if any) or DTC Participant |
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Number: |
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Date of Execution of Notice of Guaranteed |
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Delivery: |
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Name of Institution which Guaranteed |
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Delivery: |
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to Transcontinental
Realty Investors, Inc., a Nevada corporation (“Purchaser”) , the above-described shares of common stock, par value $0.01
per share of Income Opportunity Realty Investors, Inc., a Nevada corporation (“IOR”) ( the “Shares”), at
a price of $18 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, on the terms and
subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal
(as it may be amended or supplemented from time to time, this “Letter of Transmittal” and, together with the Offer to
Purchase, as it may be amended or supplemented from time to time, the “Offer”). The undersigned understands that Purchaser
reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, the right to
purchase the Shares tendered herewith.
On the terms and subject to the conditions
of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject
to, and effective upon, acceptance for payment and payment for the Shares validly tendered herewith, and not properly withdrawn,
prior to the Expiration Date (unless the tender is made during a Subsequent Offering Period (as defined in the Offer to Purchase),
if one is provided, in which case the Shares, the Letter of Transmittal and other documents must be accepted for payment and payment
validly tendered, and not properly withdrawn, prior to the expiration of the Subsequent Offering Period) in accordance with the
terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser, all right, title and
interest in and to all of the Shares being tendered hereby and any and all cash dividends, distributions, rights, other Shares
or other securities issued or issuable in respect of such Shares on or after December 16, 2024 (collectively, “Distributions”).
By tendering shares in accordance with the procedures set forth herein, the undersigned also tenders the preferred stock purchase
rights associated with the Shares. In addition, the undersigned hereby irrevocably appoints Equiniti Trust Company, LLC (the “Depositary”)
the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with
full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest
in the tendered shares) to the full extent of such stockholder’s rights with respect to such Shares and any Distributions (a) to
deliver certificates representing Shares (the “Share Certificates”) and any Distributions, or transfer of ownership of
such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying
evidence of transfer and authenticity, to or upon the order of Purchaser, (b) to present such Shares and any Distributions
for transfer on the books of IOR, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints
each of the designees of Purchaser the attorneys-in-fact and proxies of the undersigned, each with full power of substitution,
to the full extent of such stockholder’s rights with respect to the Shares tendered hereby which have been accepted for payment
and with respect to any Distributions. The designees of Purchaser will, with respect to the Shares and any associated Distributions
for which the appointment is effective, be empowered to exercise all voting and any other rights of such stockholder, as they,
in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of IOR’s stockholders, by written
consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest
in the tendered Shares. Such appointment is effective when, and only to the extent that, Purchaser accepts the Shares tendered
with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further
action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated
Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given,
will not be deemed effective). Purchaser reserves the right to require that, in order for Shares to be deemed validly tendered,
immediately upon Purchaser’s acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and
other rights, to the extent permitted under applicable law, with respect to such Shares and any associated Distributions, including
voting at any meeting of stockholders or executing a written consent concerning any matter.
The undersigned hereby represents and warrants
that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered
hereby and, when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim.
The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s)
have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position
listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by
the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions
tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Purchaser
any and all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending
such remittance or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of any such
Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined
by Purchaser in its sole discretion.
It is understood that the undersigned will
not receive payment for the Shares unless and until the Shares are accepted for payment and until the Share Certificate(s) owned
by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the
Depositary may require, or, in the case of Shares held in book-entry form, ownership of Shares is validly transferred on the account
books maintained by DTC, and until the same are processed for payment by the Depositary.
It
is understood that the method of delivery of the Shares, the Share Certificate(s) and all other required documents (including delivery
through DTC) is at the option and risk of the undersigned and that the risk of loss of such Shares, Share Certificate(s) and other
documents shall pass only after the Depositary has actually received the Shares or Share Certificate(s) (including, in the case
of a book-entry transfer, by Book-Entry Confirmation (as defined below)). if delivery is by mail, it is recommended that all such
documents be sent by properly insured registered mail with return receipt requested. DELIVERY WILL BE DEEMED EFFECTIVEAND RISK
OF LOSS AND TITLE WILL PASS FROM THE OWNER ONLY WHEN RECEIVED BY THE EXCHANGE AGENT. in
all cases, sufficient time should be allowed to ensure timely delivery.
All authority conferred or agreed to be conferred
pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned
and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy,
personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the acceptance
for payment by Purchaser of Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase
and in the instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject
to the conditions of the Offer.
Unless otherwise indicated herein under “Special
Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates
representing Shares not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Shares Tendered.”
Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price
and/or return any Share Certificates representing Shares not tendered or accepted for payment (and accompanying documents, as appropriate)
to the address(es) of the registered owner(s) appearing under “Description of Shares Tendered.” In the event that
both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase
price and/or issue any Share Certificates representing Shares not tendered or accepted for payment (and any accompanying documents,
as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as
appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment
Instructions,” please credit any Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but
which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that Purchaser has no obligation
pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered owner thereof if Purchaser
does not accept for payment any of the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS
Medallion Guaranty Stamp Required
(See Instructions 1, 4, 5 and 7)
To be completed ONLY if Share Certificate(s)
not tendered or not accepted for payment and/or the check for the purchase price in consideration of Shares accepted for payment
are to be issued in the name of someone other than the undersigned or if Shares tendered by book-entry transfer which are not accepted
for payment are to be returned by credit to an account maintained at DTC other than that designated above.
Issue: ☐ Check and/or
☐ Share Certificates to:
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are not accepted for payment to the DTC account set forth below. |
SPECIAL DELIVERY INSTRUCTIONS
Medallion Guaranty Stamp Required
(See Instructions 1, 4, 5 and 7)
To be completed ONLY if Share Certificate(s)
not tendered or not accepted for payment and/or the check for the purchase price of Shares accepted for payment are to be sent
to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description
of Shares Tendered” above.
Deliver: ☐ Check(s)
and/or ☐ Share Certificates to:
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IMPORTANT—SIGN HERE
(U.S. Holders Please Also Complete the Enclosed IRS Form W-9)
(Non-U.S. Holders Please Obtain and Complete IRS Form W-8BEN or Other Applicable IRS Form W-8)
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(Signature(s) of Stockholder(s)) |
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Dated:
, 202__
(Must be signed by registered owner(s) exactly
as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered
owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)
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GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 5)
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Dated:
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Place medallion guarantee in space below: |
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except
as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution
(including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized
Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”).
Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered
owner(s) (which term, for purposes of this document, includes any participant in any of DTC’s systems whose name appears on a security
position listing as the owner of the Shares) of Shares tendered herewith and such registered owner has not completed the box titled
“Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal
or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and
Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by stockholders if Share Certificates
are to be forwarded herewith. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth
in Section 3 of the Offer to Purchase, an Agent’s Message must be utilized. A manually executed facsimile of this document
may be used in lieu of the original. Share Certificates representing all physically tendered Shares, or confirmation of any book-entry
transfer into the Depositary’s account at DTC of Shares tendered by book-entry transfer (“Book Entry Confirmation”),
as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, or an Agent’s
Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received
by the Depositary at its address set forth herein prior to the Expiration Date (unless the tender is made during a Subsequent Offering
Period, if one is provided, in which case the Shares, the Letter of Transmittal and other documents must be received prior to the
expiration of the Subsequent Offering Period) (as defined in Section 1 of the Offer to Purchase). Please do not send your
Share Certificates directly to Purchaser, Parent, or ABC.
Stockholders whose Share Certificates are
not immediately available or who cannot deliver all other required documents to the Depositary prior to the Expiration Date or
who cannot complete the procedures for book-entry transfer prior to the Expiration Date may nevertheless tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth
in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible
Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by
Purchaser must be received by the Depositary prior to the Expiration Date (or prior to the expiration of the Subsequent Offering
Period, as applicable), and (c) Share Certificates representing all tendered Shares, in proper form for transfer (or a Book
Entry Confirmation with respect to such Shares), this Letter of Transmittal (or facsimile thereof), properly completed and duly
executed with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and all other documents
required by this Letter of Transmittal, if any, must be received by the Depositary within two NASDAQ Global Select Market trading
days after the date of execution of such Notice of Guaranteed Delivery.
A properly completed and duly executed Letter
of Transmittal (or facsimile thereof) must accompany each such delivery of Share Certificates to the Depositary.
The term “Agent’s Message” means
a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation,
which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject
of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal
and that Purchaser may enforce such agreement against the participant. The term “Agent’s Message” also includes any hard
copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office. For Shares to be
validly tendered during any Subsequent Offering Period, the tendering stockholder must comply with the foregoing procedures, except
that the required documents and certificates must be received before the expiration of the Subsequent Offering Period and no guaranteed
delivery procedure will be available during a Subsequent Offering Period.
THE METHOD OF DELIVERY OF THE SHARES, THIS
LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING
STOCKHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN
ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY
IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent
tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of
Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.
All questions as to validity, form and eligibility
(including time of receipt) of the surrender of any Share Certificate hereunder, including questions as to the proper completion
or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form
for transfer of any certificate of Shares, will be determined by Purchaser in its sole and absolute discretion (which may delegate
power in whole or in part to the Depositary) which determination will be final and binding. Purchaser reserves the absolute right
to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may
be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Share
Certificate(s) whether or not similar defects or irregularities are waived in the case of any other stockholder. A surrender will
not be deemed to have been validly made until all defects and irregularities have been cured or waived. Purchaser and the Depositary
shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Depositary.
3. Inadequate Space. If the space
provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate schedule attached
hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.
4. Partial Tenders (Applicable to
Certificate Stockholders Only). If fewer than all the Shares evidenced by any Share Certificate delivered to the
Depositary are to be tendered, fill in the number of Shares which are to be tendered in the column titled “Number of Shares Tendered”
in the box titled “Description of Shares Tendered.” In such cases, new certificate(s) for the remainder of the Shares
that were evidenced by the old certificate(s) but not tendered will be sent to the registered owner, unless otherwise provided
in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Shares represented
by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal;
Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Shares tendered
hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration
or any other change whatsoever.
If any Shares tendered hereby are owned of
record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in the
names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles
thereof) as there are different registrations of such Shares.
If this Letter of Transmittal or any certificates
or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory
to Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by
the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers
are required unless payment is to be made to, or Share Certificates representing Shares not tendered or accepted for payment are
to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates representing the
Shares tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by
a person other than the registered owner(s) of the Share(s) listed, the Share Certificate(s) must be endorsed or accompanied by
the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s)
on the Share Certificate(s). Signatures on such Share Certificates or stock powers must be guaranteed by an Eligible
Institution.
6. Transfer Taxes. Purchaser
will pay any transfer taxes with respect to the transfer and sale of Shares to it or to its order pursuant to the Offer (for the
avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment
of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted
for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates
are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes
(whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6,
it will not be necessary for transfer tax stamps to be affixed to the Share Certificates listed in this Letter of Transmittal.
7. Special Payment and Delivery Instructions.
If a check for the purchase price is to be issued, and/or Share Certificates
representing Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of
this Letter of Transmittal or to an address other than that shown in the box titled “Description of Shares Tendered”
above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders completing either or both sections
must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity that is
an Eligible Institution. Stockholders delivering Shares tendered hereby or by Agent’s Message by book-entry transfer may request
that Shares not purchased be credited to an account maintained at DTC as such stockholder may designate in the box titled “Special
Payment Instructions” herein. If no such instructions are given, all such Shares not purchased will be returned by crediting
the same account at DTC as the account from which such Shares were delivered.
8. Requests for Assistance or Additional
Copies. Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their
respective addresses and telephone numbers set forth below or to your broker, dealer, commercial bank or trust company. Additional
copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials
may be obtained from either the Information Agent or the Dealer Manager as set forth below, and will be furnished at Purchaser’s
expense.
9. Backup Withholding. Under
U.S. federal income tax laws, the Depositary will be required to withhold a portion of the amount of any payments made to certain
stockholders pursuant to the Offer or the Merger, as applicable. In order to avoid such backup withholding, each tendering stockholder
or payee that is a United States person (for U.S. federal income tax purposes), must provide the Depositary with such stockholder’s
or payee’s correct taxpayer identification number (“TIN”) and certify that such stockholder or payee is not subject to
such backup withholding by completing the attached Form W-9. Certain stockholders or payees (including, among others, corporations,
non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements.
A tendering stockholder who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary the
appropriate Form W-8. A Form W-8BEN may be obtained from the Depositary or downloaded from the Internal Revenue Service’s
website at the following address: http://www.irs.gov. Failure to complete the Form W-9 will not, by itself, cause Shares
to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount of any payments made of the
Offer Price pursuant to the Offer.
NOTE: FAILURE TO COMPLETE AND RETURN THE
FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE “IMPORTANT TAX INFORMATION” SECTION BELOW.
10. Lost, Destroyed, Mutilated or Stolen
Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the stockholder should promptly
notify ABC’s stock transfer agent, Equiniti Trust Company, LLC at (800) 937-5449. The stockholder will then be instructed
as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.
11. Waiver of Conditions. Subject
to the terms and conditions of the Merger Agreement (as defined in the Offer to Purchase) and the applicable rules and regulations
of the Securities and Exchange Commission, the conditions of the Offer may be waived by Purchaser in whole or in part at any time
and from time to time in its sole discretion.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED
FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATE(S) OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED
AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under United States federal income tax law,
a stockholder that is a non-exempt United States person (for U.S. federal income tax purposes) whose tendered Shares are accepted
for payment, or whose Shares are converted in the Merger, is required by law to provide the Depositary (as payer) with such stockholder’s
correct TIN on Form W-9 below. If such stockholder is an individual, the TIN is such stockholder’s social security number.
If the Depositary is not provided with the correct TIN, the stockholder may be subject to penalties imposed by the Internal Revenue
Service (“IRS”) and payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer,
or converted in the Merger, may be subject to backup withholding.
If backup withholding applies, the Depositary
is required to withhold 24% of any payments of the purchase price made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund or credit may be obtained from the IRS provided that the required information is furnished
to the IRS.
Form W-9
To prevent backup withholding on payments
that are made to a United States stockholder with respect to Shares purchased pursuant to the Offer or converted in the Merger,
as applicable, the stockholder is required to notify the Depositary of such stockholder’s correct TIN by completing Form W-9 certifying,
under penalties of perjury, (i) that the TIN provided on Form W-9 is correct (or that such stockholder is awaiting a
TIN), (ii) that such stockholder is not subject to backup withholding because (a) such stockholder has not been notified
by the IRS that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends,
(b) the IRS has notified such stockholder that such stockholder is no longer subject to backup withholding or (c) such
stockholder is exempt from backup withholding, and (iii) that such stockholder is a U.S. person.
What Number to Give the Depositary
Each United States stockholder is generally
required to give the Depositary its social security number or employer identification number. If the tendering stockholder has
not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should
write “Applied For” in Part I, sign and date the Form W-9. Notwithstanding that “Applied For” is
written in Part I, the Depositary will withhold 24% of all payments of the purchase price to such stockholder until a TIN
is provided to the Depositary. Such amounts will be refunded to such surrendering stockholder if a TIN is provided to the Depositary
within 60 days. We note that your Form W-9, including your TIN, may be transferred from the Depositary to the Paying Agent,
in certain circumstances.
Please consult your accountant or tax advisor
for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, or another version of IRS Form W-8 to
claim exemption from backup withholding, or contact the Depositary.
IMPORTANT TAX INFORMATION
Under current U.S.
federal income tax law, a Stockholder who tenders ABC stock certificates that are accepted for exchange may be subject to backup
withholding. In order to avoid such backup withholding, the Stockholder must provide the Exchange Agent with such Stockholder’s
correct taxpayer identification number and certify that such Stockholder is not subject to such backup withholding by completing
the Substitute Form W-9 provided herewith. In general, if a Stockholder is an individual, the taxpayer identification number is
the Social Security number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number,
the Stockholder may be subject to a $100 penalty imposed by the Internal Revenue Service. For further information concerning backup
withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if
you do not have one and how to complete the Substitute Form W-9 if the ABC stock certificates are held in more than one name),
consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
Certain Stockholders
(including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting
requirements. In order to satisfy the Exchange Agent that a foreign individual qualifies as an exempt recipient, such Stockholder
must submit a statement, signed under penalties of perjury, attesting to that individual’s exempt status, on a properly completed
Form W-8BEN, or successor form. Such statements can be obtained from the Exchange Agent.
Failure to complete
the Substitute Form W-9 will not, by itself, cause the ABC stock certificates to be deemed invalidly tendered, but may require
the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the merger. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required
information is furnished to the Internal Revenue Service.
NOTE: FAILURE TO COMPLETE AND RETURN
THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
THIS PAGE INTENTIONALLY
LEFT BLANK
THIS
PAGE INTENTIONALLY LEFT BLANK
The
Depositary for the Offer to Purchase is:
If
delivering by hand, express mail, courier,
or
other expedited service:
Equiniti
Trust Company, LLC
55
Challenger Road
Suite
# 200
Ridgefield
Park, New Jersey 07660
Attn:
Reorganization Department |
By
mail:
Equiniti
Trust Company, LLC
Operations
Center
Attn:
Reorganization Department
P.O.
Box 525
Ridgefield
Park, New Jersey 07660 |
DELIVERY
OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Any
questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below.
Requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed either to the Information
Agent or the Dealer Manager at their respective telephone numbers and locations listed below. You may also contact your broker,
dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
The
Information Agent for the Offer is:
| | D.
F. King & Co., Inc. |
| | 48 Wall
Street, 22nd Floor |
| | New York,
New York 10005 |
| | Toll Free
(800) 431-9643 |
| Email: ior@dfking.com |
Income Opportunity Realty Investors, Inc. Schedule 14D-9
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 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.
The Depositary for the Offer is:
|
| |
|
by
hand, express mail, courier
or other expedited service |
by
mail: |
| |
|
Equiniti
Trust Company, LLC
55 Challenger Road
Suite #200
Ridgefield Park, New Jersey 07660
Attn: Reorganization Department |
Equiniti
Trust Company, LLC
Operations Center
Attn: Reorganization Department
P.O. Box 525
Ridgefield Park, New Jersey 07660 |
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.
NOTICE OF GUARANTEED DELIVERY- Page 1
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.
CONDITIONAL
TENDER
A
tendering stockholder may condition his or her tender of shares upon TCI purchasing all or a specified minimum number of
the shares tendered. Unless at least the minimum number of shares you indicate below is purchased by TCI pursuant to the
terms of the Offer, none of the shares tendered by you will be purchased. It is the tendering stockholder’s responsibility
to calculate the minimum number of shares that must be purchased from the stockholder in order for the stockholder to qualify
for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Stockholders are agreed to consult
with their own tax advisors before completing this section. No assurances can be provided that a conditional tender will achieve
the intended U.S. federal income tax result for any stockholder tendering shares. Unless this box has been checked and a minimum
number of shares specified, hour tender will be deemed unconditional.
| □ | The
minimum number of shares that must be purchased from me, if any are purchased from me, is _____ shares. |
If,
because of proration, the minimum number of shares designated will not be purchased, TCI may accept conditional tenders
by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered
all of his or her shares and checked this box:
| □ | The
tendered shares represent all shares held by the undersigned. |
NOTICE OF GUARANTEED DELIVERY- Page 2
ALL
STOCKHOLDERS TENDERING BY NOTICE OF GUARANTEED DELIVERY
MUST COMPLETE THE FORM BELOW AND HAVE THE GUARNATEE ON
THE FOLLOWIG 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:____________,
2025
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
NOTICE OF GUARANTEED DELIVERY- Page 3
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:
________________________, 2024
NOTE:
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH
YOUR LETTER OF T RANSMITTAL.
NOTICE OF GUARANTEED DELIVERY- Page 4
Income Opportunity Realty Investors, Inc. Schedule 14D-9
Exhibit
(a)(1)(D)
TRANSCONTINENTAL
REALTY INVESTORS
Limited
Offer to Purchase for Cash up to 100,000
Shares
of Common Stock of Income Opportunity Realty Investors, Inc.
At
a Per Share Purchase Price $18 Per Share
THE
OFFER, PROPRATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 15, 2025, UNLESS THE OFFER
ISEXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). |
December
16, 2024
To
Brokers, Dealers, Commercial Banks
Trust
Companies and Other Nominees:
We
have been appointed by Transcontinental Realty Investors, Inc., a Nevada corporation (“TCI”), to act as Information
Agent in connection with TCI’s offer to purchase for cash shares of Common Stock, par value $0.01 per share (the
“Shares”) of Income Opportunity Realty Investors, Inc. pursuant to the terms and subject to the conditions
described in the Offer to Purchase, dated December 16, 2024 (the “Offer to Purchase”), and in the related Letter
of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as they may be amended
or supplemented from time to time, the “Offer”). Please furnish copies of the enclosed materials to those of
your clients for whom you hold shares registered in your name or in the name of your nominee.
After
the Expiration Time, upon the terms and subject to the conditions of the Offer, TCI will determine the number of
Shares validly tendered in the Offer and not withdrawn. If the terms and conditions of the Offer have been
satisfied or waived and Shares validly tendered and not validly withdrawn prior to the Expiration Time, TCI will
purchase Shares in accordance with the “Terms of the Offer” described in Section 1 of the Offer.
The
Offer is conditioned on a minimum number of Shares being tendered of at least 49,352 Shares. The Offer
is also subject to a number of other conditions. See Section 15 of the Offer to Purchase.
For
your information, and for forwarding to those of your clients for whom you hold Shares registered in your name or in the
name of your nominee, we are enclosing the following documents:
| 1. | Offer
to Purchase dated December 16, 2024; |
| 2. | Letter
of Transmittal (including the Form W-9), for our use in accepting the Offer
and tendering Shares of, and for the information of, your clients; |
| 3. | Letter
to Clients for you to send to your clients for whose accounts you hold shares registered
in your name or in the name of a nominee, with an Instruction Form provided for obtaining
such client’s instructions with regard to the Offer. |
| 4. | Notice
of Guaranteed Delivery with respect to shares, to be used to accept the Offer if
certificates representing your clients’ Shares are not immediately available
or cannot be delivered to you to be further delivered to the Depositary prior to the
Expiration Time (or the procedures for book-entry transfer cannot be on a timely basis),
or if time will not permit all required documents, including a properly completed and
duly executed Letter of Transmittal, to reach the Depositary prior to the Expiration
Time; and |
| 5. | Return
envelope addressed to Equiniti Trust Company, LLC, as the Depositary. |
The
conditions of the Offer are described in Section 15 of the Offer to Purchase. Please see Section 5 of the Offer to Purchase for
a summary of material U.S. federal income tax consequences to stockholders of an exchange of Shares for cash pursuant to the Offer,
including with respect to withholding requirements.
Your
prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the Offer 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. Under no
circumstances will TCI pay interest on the Purchase Price, even if there is any delay in making payment.
For
Shares to be tendered validly pursuant to the Offer:
| ● | The
certifications for Shares, or confirmation of receipt of the Shares pursuant
to the procedures for book-entry transfer set forth in the Offer to Purchase,
together with a validly completed and duly executed Letter of Transmittal, including
any required signature guarantees, or an Agent’s Message (as defined in the Offer
to Purchase) in the case of a book-entry transfer, and any other documents required
by the Letter of Transmittal, must be received prior to the Expiration Time by
the Depositary at its address set forth on the back cover page of the Offer to Purchase,
or |
| ● | The
tendering stockholder must, prior to the Expiration Time, comply with the guaranteed
delivery procedures set forth in the Offer to Purchase and thereafter timely deliver
the shares subject to such notice of guaranteed delivery in accordance with such procedures. |
Although
the TCI’s Board of Directors has authorized the Offer, it has not, nor has the Board of Directors of Income Opportunity
Realty Investors, Inc., the Depositary or the Information Agent, made, and they are not making, any recommendation to your clients
as to whether to tender or refrain from tendering their Shares. No person has been authorized to make any recommendation. Your
clients must make their own decisions as to whether to tender their Shares. In doing so, your clients should read carefully the
information contained in, or incorporated by reference in, the Offer to Purchase. Your clients are urged to discuss their decisions
with their own tax advisors, financial advisors and/or brokers.
TCI
will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent and the
Depositary, as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer.
However, TCI will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding
copies of the enclosed Offer to Purchase and related materials to your clients. TCI will pay or cause to be paid
all stock transfer taxes, if any, on its purchase of Shares pursuant to the Offer, except as otherwise provided
in the Offer to Purchase (see Section 2 of the Offer to Purchase).
TCI
is not making the Offer to, and will not accept any tendered Shares from, stockholders in any jurisdiction where
it would be illegal to do so, TCI is not aware of any jurisdiction where the making of the Offer is not in compliance
with applicable law. If TCI becomes aware of any jurisdiction where the making of the Offer or the acceptance of
Shares pursuant to the Offer is not in compliance with any valid applicable law, TCI will make a good faith
effort to comply with the applicable law. If, after such good faith effort, TCI cannot comply with the applicable law,
the Offer will be not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in that
jurisdiction. In any jurisdiction where the securities or blue sky laws require the Offer to be made by a licensed broker
or dealer, the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on TCI’s
behalf by one or more registered brokers licensed under the laws of such jurisdiction.
Questions,
requests for assistance for additional copies of the enclosed materials may be directed to the Information Agent at the telephone
numbers and addresses listed below.
The
Information Agent for the Offer is:
D.F.
King & Co., Inc.
48
Wall Street, 22nd Floor
New
York, New York 10005
Banks
and Brokers May Call (212) 269-5550
All
Others Call Toll Free (800) 431-9643
Email:
ior@dfking.com
| |
Very
truly yours, |
| |
D.F.
King & Co., Inc. |
Nothing
contained in this letter or in the enclosed documents shall render you or any other person the agent of the Company, the Depositary,
the Information Agent or any affiliate of any of them or authorize you or any other person to give any information or use any
document or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements
contained therein.
Income Opportunity Realty Investors, Inc. Schedule 14D-9
Exhibit
(a)(1)(E)
[FORM
OF LETTER TO CLIENTS]
Offer
To Purchase For Cash
Outstanding
Shares of Common Stock
of
INCOME
OPPORTUNITY REALTY INVESTORS, INC.
at
$18
Net Per Share
Pursuant
to the Offer to Purchase dated December 16, 2024
by
TRANSCONTINENTAL
REALTY INVESTORS, INC.
| THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, LOCAL NEW YORK CITY TIME, ON _WEDNESDAY, JANUARY 15, 2025 UNLESS THE OFFER
IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”) |
December
16, 2024
To
Our Clients:
Enclosed
for your consideration is the Offer to Purchase, dated December 16, 2024, (the “Offer to Purchase”), in connection
with the offer (as may be amended and supplemented the “Offer” by Transcontinental Realty Investors, Inc. a
Nevada corporation (the “Purchaser”), to purchase up to 100,000 of the outstanding shares of common stock,
par value $0.01 per share (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, less any applicable
withholding taxes, upon the terms and subject to the conditions of the Offer.
The
Board of Directors of IOR has expressed no opinion on whether IOR Stockholders should ACCEPT THE OFFER AND TENDER THEIR SHARES
IN THE OFFER.
We
or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as
the holder of record and pursuant to your instructions.
We
request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms
and subject to the conditions set forth in the enclosed Offer to Purchase.
Please
note carefully the following:
1.
The offer price for the Offer is $18 per Share, net to you in cash, without interest, less any applicable withholding taxes.
2.
The Offer is being made for up to 100,000 of the outstanding Shares of IOR.
3.
The Offer and withdrawal rights will expire at 5:00 pm, Local New York City time, on January 15, 2025 unless the Offer is
extended or earlier terminated.
4.
The Offer is conditioned upon, among other things, the Minimum Condition of at least 49,353 shares being validly tendered and
not properly withdrawn a number of Shares beneficially owned by Purchaser and its Affiliate constitute at least 91% of the total
number of then outstanding Shares. The Offer also is subject to other conditions as described in the Offer to Purchase Section
15 – “Conditions of the Offer.” There is no financing condition to the Offer.
If
you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning
to us the Instruction form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize
tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your
prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on
your behalf before the Expiration Time.
The
Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which
the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.
INSTRUCTION
FORM
With
Respect to the Offer to Purchase for Cash
Outstanding
Shares of Common Stock
of
INCOME
OPPORTUNITY REALTY INVESTORS, INC.
at
$18
Net Per Share
Pursuant
to the Offer to Purchase dated December 16, 2024
by
TRANSCONTINENTAL
REALTY INVESTORS, INC.
The
undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated December 16, 2024, in connection with
the offer (as each may be amended or supplemented, the “Offer”) by Transcontinental Realty Investors, Inc.,
a Nevada corporation (the “Purchaser”), to purchase up to 100,000 of the outstanding shares of common stock,
par value $0.01 per share (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, less any applicable
withholding taxes upon the terms and subject to the conditions of the Offer.
The
undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated,
all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.
The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then
registered mail with return receipt requested, properly insured, is recommended.
| |
|
SIGN
HERE |
Number
of Shares to be Tendered: |
|
|
| |
|
|
_______________________
Shares*
|
|
______________________________________________ |
| Dated:___________________,
202__ |
|
Signature(s) |
| |
|
|
| |
|
_______________________________________________ |
| |
|
Printed
Name(s) |
| |
|
|
Taxpayer
Identification or Social Security
Number___________________________
Account
Number _______________ |
|
_______________________________________________ |
| |
|
_______________________________________________
Address(es)
_______________________________________________ |
| |
|
(Zip
Code)
Area
Code and Telephone Number __________________. |
| |
|
|
*
Unless otherwise indicated, it will be assumed that all Shares held for the undersigned’s account are to be tendered.
Income Opportunity Realty Investors, Inc. Schedule 14D-9
Exhibit
(a)(5)(A)
FOR
IMMEDIATE RELEASE
TRANSCONTINENTAL
REALTY INVESTORS, INC. TENDER
OFFER
FOR UP TO 100,000 OUTSTANDING SHARES OF COMMON STOCK OF
INCOME
OPPORTUNITY REALTY INVESTORS, INC.
TARGET
STOCKHOLDERS TO RECEIVE $18.00 PER SHARE IN CASH
Dallas,
Texas December 16, 2024.
Transcontinental
Realty Investors, Inc. (“NYSE:TCI”) is commencing today a cash tender offer to purchase up to 100,000 outstanding
shares of common stock of Income Opportunity Realty Investors, Inc. (“NYSE American:IOR”). Upon the successful
closing of the tender offer, stockholders of IOR will receive $18.00 in cash for each share of IOR common stock validly tendered
and not validly withdrawn in the offer, without interest and less any applicable withholding taxes.
The
tender offer is being made pursuant to an Offer to Purchase, to be dated December 16, 2024 an in connection with TCI’s intention
to increase its current over 80% ownership investment of IOR common stock.
The
Board of Directors of IOR, each of which is also a director of TCI, has made no recommendation to IOR stockholders as to
whether to tender shares in the offer. The decision of whether to tender is wholly voluntary on the part of IOR Stockholders and
is being made by TCI to give the IOR Stockholders the opportunity to obtain the same price as those who have recently sold Shares
to IOR under its repurchase program.
The
tender offer is scheduled to expire at 5:00 pm, Local New York City time, on Wednesday, January 15, 2025, unless the tender offer
is extended in accordance with the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
If the tender offer is extended, TCI will inform the Depositary for the offer and will make a public announcement of the extension
not later than 9:00 A.M., New York City time, on the next business day after the previously scheduled expiration date.
The
consummation of the tender offer is conditioned on the tender of at least 49,353 shares of IOR common stock and other customary
conditions that are specified in the offer documents. Following completion of the tender offer TCI expects that IOR common stock
will continue to still be listed on the NYSE American Exchange and that there will be no change in the management or operations
of IOR.
The
information agent for the tender offer is D. F. KING & Co. Inc. The Depositary for the tender offer is EQUINITI TRUST COMPANY
LLC. There is no dealer manager for the tender offer and no soliciting dealer fees will be paid in the tender offer.
About
Transcontinental Realty Investors, Inc.
Transcontinental
Realty Investors, Inc., a Nevada corporation is a Dallas based real estate investment company holding a diverse portfolio of equity
real estate located across the U.S., including office buildings, multifamily and developed and undeveloped land. The company invests
in real estate through direct ownership, leases and partnerships and invests in mortgage loans on real estate. The company also
holds mortgage receivables. For more information, visit the website at www.transconrealty-invest.com.
About
Income Opportunity Realty Investors, Inc.
Income
Opportunity Realty Investors, Inc., a Dallas based real estate investment company, currently holds a portfolio of notes receivable.
The company also invests in real estate through direct equity ownership and partnerships. For more information, visit the website
at www.incomeopp-realty.com.
Important
Information about the Tender Offer
This
press release is for informational purposes only and does not constitute an offer to purchase shares of IOR common stock, a solicitation
to sell such shares or a solicitation/recommendation statement under the rules and regulations of the SEC. The tender offer is
being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and related
Tender Offer documents) which will be filed by the Offeror with the SEC. These documents contain important information and stockholders
of IOR are strongly advised to carefully read these documents in their entirety before making any decision regarding tendering
their shares. The Offer Purchase and certain other tender offer documents, will be made available to all stockholders of IOR at
no expense to them. These documents may be obtained at no charge at the SECs website at www.sec.gov. The
Tender Offer Statement and related materials may also be obtained at no charge by directing a request by mail to the information
agent for the Tender Offer, D.F. KING & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY, 10005, by calling
toll free (800) 431-9543 or by e-mail ( ior@dfking.com ).
Cautionary
Statements
Statements
in this press release that are not historical, including statements regarding TCI’s beliefs, expectations, and strategies
constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are subject
to risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements.
Important factors that could cause the differences are discussed in TCI’s reports on Form 10-Q, 10-K and 8-K that TCI periodically
files with the SEC. These factors include TCI’s revenue and expenses, TCI’s capital needs, TCI’s dependence
on significant matters, risks that TCI may incur significant costs related to certain insurance retention levels. TCI does not
undertake to update any forward-looking statements in this press release. Copies of TCI’s SEC filings, including its annual
report on Form 10-K and quarterly reports on Form 10-Q may be obtained by contacting www.sec.gov or at the
SEC Filing Section of TCI’s website at www.transconrealty-invest.com.
Income Opportunity Realt... (AMEX:IOR)
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