INRE Inland Real Estate Income Trust Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

INLAND REAL ESTATE INCOME TRUST, INC.

(Name of Subject Company)

INLAND REAL ESTATE INCOME TRUST, INC.

(Names of Persons Filing Statement)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

457464105

(CUSIP Number of Class of Securities)

Robert H. Baum

Executive Vice President, General Counsel

and Chairman of

The Inland Real Estate Group, LLC

2901 Butterfield Road

Oak Brook, Illinois 60523

(630) 218-8000

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

with copies to:

Michael J. Choate, Esq.

Proskauer Rose LLP

Three First National Plaza

70 West Madison, Suite 3800

Chicago, Illinois 60602

(312) 962-3567

INTRODUCTION

This Solicitation/Recommendation Statement relates to a tender offer (the “Offer”) by Comrit Investments 1, L.P. (“Comrit” or the “Offeror”) to purchase up to 1,300,000 shares of the outstanding common stock, par value $0.001 per share (the “Common Stock”), of Inland Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), at a price equal to $12.11 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, as filed under cover of Schedule TO by the Offeror with the Securities and Exchange Commission (the “SEC”) on October 15, 2024 (the “Offer to Purchase”).

AS DISCUSSED BELOW, THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS REJECT THE OFFER AND NOT TENDER THEIR SHARES OF COMMON STOCK FOR PURCHASE PURSUANT TO THE OFFER TO PURCHASE.

The Company’s name and the address and telephone number of its principal executive office is as follows:

Inland Real Estate Income Trust, Inc.

2901 Butterfield Road

Oak Brook, Illinois 60523

(630) 218-8000

This Schedule 14D-9 relates to the Company’s Common Stock, $0.001 par value per share. As of September 30, 2024, there were 36,099,468 shares of our common stock outstanding (rounded down to the nearest whole share).

The Company is the person filing this Schedule 14D-9. The Company’s name, address and business telephone number are set forth in Item 1 above, which information is incorporated herein by reference.

This Schedule 14D-9 relates to the Offer by the Offeror pursuant to which the Offeror has offered to purchase, subject to certain terms and conditions, up to 1,300,000 shares of Common Stock at a price equal to $12.11 per share pursuant to its Offer to Purchase. Unless the Offer is extended by the Offeror, the Offer will expire at 11:59 p.m., Eastern Time, on December 11, 2024.

According to the Offeror’s Schedule TO, the business address for the Offeror is 9 Ahad Ha’am Street, P.O.B. 29161, Tel Aviv, Israel 61291, and the business telephone number is 972-3-519-9936.

To the knowledge of the Company, as of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates and the Offeror and its executive officers, directors or affiliates.

In addition, to the knowledge of the Company, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates and the executive officers, directors or affiliates of the Company, except as may be discussed in the Company’s prior filings with the SEC, which can be found in the sections entitled (i) “Part I, Item 1A. Risk Factors – Risks Related to Conflicts of Interest” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 13, 2024 (the “Form 10-K”), as well as Note 12, Transactions with Related Parties, to the Consolidated Financial Statements contained in “Part IV, Item 15. Exhibits and Financial Statement Schedules” in the Form 10-K and (ii) “Compensation of Executive Officers,” “Stock Owned by Certain Beneficial Owners and Management,” and “Certain Relationships and Related Transactions, and Director Independence” in the Form 10-K all of which is incorporated herein by reference. The Form 10-K has been previously made available to all the stockholders, and the Form 10-K is available for free on the SEC’s website at www.sec.gov. On September 18, 2024, the Company announced that its board of directors has initiated a process to review strategic alternatives, including the sale of the Company. A sale of the Company would likely result in termination of the Company’s agreements with its business manager and real estate manager. If the Fourth Amended and Restated Business Management Agreement between the Company and the business manager (the “Business Management Agreement”) was terminated, the Company would be obligated to pay the business manager the business management fee for the remaining term which expires on March 31, 2027 plus incentive fees to the extent earned which will depend on the value of the liquidity event and reimburse of expenses incurred by the business manager on behalf of the Company. Likewise, the Company may be required to make payments to affiliates of the business manager under the “Master Real Estate Management Agreement.” The Business Management Agreement is filed as Exhibit 10.24 to the Form 10-K and the Master Real Estate Management Agreement is filed as Exhibit 10.2 to the Form 10-K.

The Company’s board of directors, in consultation with the Company’s business manager, has reviewed the terms of the Offer. Based on this review, the board of directors has unanimously determined that the Offer is not advisable or in the best interests of the Company’s stockholders as a whole. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS REJECT THE OFFER AND NOT TENDER THEIR SHARES FOR PURCHASE BY THE OFFEROR PURSUANT TO THE OFFER TO PURCHASE.

The Company’s board of directors cautions that each stockholder must individually evaluate whether to tender his, her or its shares of Common Stock to the Offeror pursuant to the Offer to Purchase and that an individual stockholder may determine whether to tender based on, among other things, his, her or its individual liquidity needs. Stockholders should consult with their legal, financial or tax advisor when considering the Offer. The board of directors cautions that, although it is reviewing strategic alternatives, there is no assurance that the review will result in a liquidity event or the price that may be available to stockholders if a liquidity event occurs. The board noted that stockholders have limited alternatives available to sell some of or all their Common Stock which is not listed on a national securities exchange because the share repurchase plan has been suspended during at least the pendency of the strategic review.

In making its recommendation, the board observed that:

For the above reasons, the board unanimously concluded that the Offer is not in the best interest of stockholders. Accordingly, the board recommends that stockholders NOT tender their shares of Common Stock pursuant to the Offer.

Although the Company’s directors and executive officers are entitled to participate in the Offer on the same basis as other stockholders, after reasonable inquiry and to the best knowledge of the Company, none of the directors or executive officers of the Company intend to tender or sell shares of Common Stock held of record or beneficially for purchase pursuant to the Offer.

Further, after reasonable inquiry and to the best knowledge of the Company, none of the Company’s subsidiaries or other affiliates intends to tender or sell shares held of record or beneficially by such person for purchase pursuant to the Offer.

Neither the Company nor any person acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to stockholders concerning the Offer.

Based on the Company’s records and reporting policies and on information provided to the Company by its directors, executive officers, affiliates and subsidiaries, during the past 60 days, no transactions with respect to the Common Stock have been effected by the Company, its executive officers, directors, affiliates or subsidiaries.

The Company has not undertaken and is not engaged in any negotiations in response to the Offer that relates to: (i) a tender offer or other acquisition of the Company’s securities by the Company, any of its subsidiaries or any other person; (ii) an extraordinary transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (iii) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; or (iv) any material change in the present distribution rate or policy, or indebtedness or capitalization of the Company. There is no transaction, board resolution, agreement in principle, or signed contract in response to the Offer which relates to or would result in one or more of the foregoing matters. As noted above, on September 18, 2024, the Company announced that its board of directors has initiated a process to review strategic alternatives. This process was not undertaken in response to the Offer.

Cautionary Note Regarding Forward-Looking Statements.

Certain statements contained in this Schedule 14D-9 other than historical facts may be considered forward-looking statements. The statements may be identified by terminology such as “may,” “can,” “would,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “seek,” “appear,” or “believe.” These statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the uncertainties related to general economic conditions, such as inflation and interest rates, changes in the retail market, competition for our tenants from internet retailers, unforeseen events affecting the commercial real estate industry and other factors detailed under Risk Factors in our most recent Annual Report on Form 10-K as of December 31, 2023 filed on March 13, 2024. These forward-looking statements reflect the hopes, intentions, beliefs, expectations, or projections of and by the Company and its management, of the future and might be forward-looking statements under federal and securities laws and applicable case-law. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The Company’s actual future results may differ significantly from the matters discussed in these forward-looking statements, and the Company may not release revisions to these forward-looking statements to reflect changes after the Company has made these statements. Factors and risks that could cause actual results to differ materially from expectations are disclosed from time to time in greater detail in the Company’s filings with the SEC including, but not limited to, the Company’s most recent Annual Report on Form 10-K and subsequent quarterly reports and current reports filed by the Company with the SEC.

The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, except as may be required by applicable law.

SIGNATURE

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.

Date: October 29, 2024

Exhibit (a)(1)

COMRIT, A CAYMAN’S ISLANDS EXEMPTED LIMITED PARTNERSHIP, HAS FILED MATERIALS MAKING AN OPPORTUNISTIC TENDER OFFER TO YOU AND OUR OTHER STOCKHOLDERS TO BUY SHARES OF INLAND INCOME TRUST COMMON STOCK.

THE BOARD OF INLAND INCOME TRUST UNANIMOUSLY RECOMMENDS THAT YOU DO NOT SELL (TENDER) YOUR SHARES TO COMRIT AT COMRIT’S OFFER PRICE.

TO REJECT COMRIT’S OFFER, SIMPLY DO NOT RESPOND TO ANY COMRIT TENDER OFFER MATERIALS YOU SEE OR RECEIVE.

OVER TIME, COMRIT HAS MADE MULTIPLE OFFERS AT EVER HIGHER PRICES AND STATES THAT, AFTER ITS EXISTING OFFER EXPIRES, IT MAY MAKE ONE OR MORE ADDITIONAL OFFERS IN THE FUTURE AT A HIGHER PRICE.

If you are considering selling your shares to Comrit, please read

the information below

Dear Inland Income Trust Stockholder,

You may have already seen, or you may receive soon, materials from Comrit Investments 1, L.P., a Cayman’s Islands Exempted limited partnership (“Comrit”), offering to purchase, through a tender offer, up to 1,300,000 shares of common stock of Inland Real Estate Income Trust, Inc. (“we” or “Inland Income Trust”) at an unsolicited and opportunistic price of $12.11 per share. We have previously announced that our board of directors is reviewing strategic alternatives and that we have engaged a financial advisor to assist us in this process. Although the process will take time and may not produce a liquidity event for stockholders, Comrit is attempting to take advantage of this process potentially to your detriment. Comrit, like you, is a stockholder of the Company but perhaps unlike you states that it regularly considers and evaluates investments in non-traded REITs such as the Company and looks to purchase additional shares at what it states is the “lowest price which might be acceptable to other [s]hareholders…” Said differently, Comrit is an opportunist that seeks to take advantage of you and profit at your expense. In the past, Comrit has purchased approximately 444,574 shares from other stockholders through tender offers. Our board recommended against stockholders accepting each offer. The average price paid by Comrit in these offers is $11.47 per share although Comrit has varied its offer price in each offer over time, from $11.18 per share at the lowest price to $12.51 per share at the highest price. All these offer prices are less than our estimated per share value of $19.17. If Comrit can purchase all the shares it seeks in its latest offer, it will own over 5% of our outstanding common stock. Comrit states in its offer that it “reserves the right to gauge the response to this solicitation, and, if not successful in purchasing 1,300,000 Shares in this Offer it may consider future offers” (emphasis added). Our board recommends that you reject Comrit’s offer. It is easy to do so. Just do nothing other than ignore Comrit’s offer and related paperwork. We do understand that your specific circumstances may require you to seek immediate liquidity even at the prices offered by Comrit especially because we have suspended our share repurchase program as part of the strategic alternatives review. Please note, however, that even though we are considering strategic alternatives, we expect to continue paying distributions at the current rate. You will lose the right to distributions on any shares that you tender to, and that are purchased by, Comrit.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU REJECT COMRIT’S OFFER TO PURCHASE YOUR SHARES FOR $12.11 PER SHARE.

TO REJECT THE OFFER, SIMPLY DO NOT RESPOND TO ANY TENDER OFFER MATERIALS YOU RECEIVE.

Why reject the Comrit Offer?

If you have already tendered your shares to Comrit or tender them in the future, you may withdraw your tender before the expiration of the offer or otherwise in accordance with Comrit’s offer materials by sending a written or facsimile notice to Comrit.

Each stockholder must individually evaluate whether to sell (tender) their shares. The Board suggests stockholders carefully consider all the factors discussed in Comrit’s materials before deciding to tender shares to Comrit. We encourage you to consult with your legal, financial and tax advisors when considering Comrit’s offer.

Inland Income Trust has filed a Schedule 14D-9 with the SEC providing additional detail regarding itself and its officers and directors and the Board’s recommendation in response to Comrit’s offer. The Schedule 14D-9 is available via the Inland Income Trust website at https://inland-investments.com/inland-income-trust/sec-filings and via the SEC’s website at https://www.sec.gov.

Any of Comrit’s tender offer materials that Inland Income Trust is required by SEC rules to forward to you will be forwarded at Comrit’s expense. We have not provided Comrit with access to ANY of your personal information or account information.

If you have any questions or need further information about your options, please feel free to contact our Investor Services team at 866-My-Inland (866-694-6526).

We appreciate your trust in Inland Income Trust and the Board and thank you for your continued support.

Sincerely,

Mark Zalatoris

President and Chief Executive Officer

Exhibit (a)(2)

Recommendation to Reject the Opportunistic Offer

Made to Your Clients to Sell Shares for $12.11 per share

to Comrit Investments 1, L.P. (Comrit)

In the near future, your clients may receive correspondence from Comrit related to Comrit’s tender offer to purchase your clients’ shares of common stock of Inland Real Estate Income Trust, Inc. (Inland Income Trust) at an unsolicited and opportunistic price of $12.11 per share.

The board of directors of Inland Income Trust unanimously recommends that your clients REJECT the offer, as we believe that this offer is an attempt to profit at your client’s expense.

We have sent a letter to Company stockholders to notify them of this offer, along with detailed directions on how to reject. Should you or your clients have any questions on the matter, please refer to the Frequently Asked Questions (FAQs) linked below or reach out to your Inland Wholesaler.

View SEC Filings

For Institutional Use Only. Not for distribution to the public. This is neither an offer to sell nor a solicitation of an offer to buy any security.

Inland Real Estate Income Trust, Inc., 2901 Butterfield Road, Oak Brook, IL 60523

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Important Information Regarding the Comrit Tender Offer

for Inland Income Trust Shares

A: Your client(s) have received or may soon receive a tender offer from Comrit Investments 1, L.P. (“Comrit”) to purchase up to 1,300,000 shares of common stock of Inland Real Estate Income Trust, Inc. (“Inland Income Trust”) at an unsolicited and opportunistic price of $12.11 per share.

A: Inland Income Trust’s Board of Directors (the “Board”) has carefully reviewed the terms of Comrit’s tender offer and unanimously recommends that your client(s) reject this unsolicited offer and not tender their shares of common stock. The Board has made its recommendation based in part on the following:

A: Comrit states in its tender offer documents that in determining the amount of its offer, they analyzed a number of quantitative and qualitative factors, including: (i) the lack of a secondary market for resales of the shares and the resulting lack of liquidity of an investment in Inland Investments; (ii) the estimated value of Inland Income Trust’s real estate assets; (iii) the costs associated with acquiring the shares; and (iv) their objective to profit from the offer.

In establishing the offer price of $12.11 per share, Comrit states that it is motivated to establish the lowest price which might be acceptable to shareholders consistent with its objectives.

A: Clients who tender their shares to Comrit will give up the right to sell in any future tender offer by Comrit or any other purchaser including through a liquidity event (if any) and the right to any distributions paid after the expiration date of the tender offer, regardless of when payment for the purchase of the shares is made by Comrit.

A: Yes, for a limited period. Shareholders who tender their shares in response to the offer have the right to withdraw their tendered shares at any time prior to the expiration date, which is currently 11:59 p.m. Eastern Time on December 11, 2024. Tenders of shares also may be withdrawn during the period in which the offer is open. Additionally, Comrit states that tenders of shares may be withdrawn at any time after December 14, 2024, which is the date that is sixty (60) days from the date of the offer, including with respect to any tendered shares for which the Comrit has not completed payment by such date.

A: No. Inland Income Trust values the privacy of its shareholders and opted to mail Comrit’s tender offer materials (at Comrit’s expense) instead of sharing client information.

A: Inland Income Trust’s primarily grocery-anchored necessity-based $1.3 billion portfolio (based on carrying value) comprises 52 retail properties across 24 states, collectively totaling approximately 7.2 million square feet.

A: Please visit the SEC’s website at www.sec.gov to review the filings related to Comrit’s tender offer or contact Inland Investor Services at 866-My-Inland (866-694-6526).