SEC Form SC 13D/A filed by INDUS Realty Trust Inc. (MD) (Amendment)

1	NAMES OF REPORTING PERSONS
	Conversant GP Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,049,088 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,049,088 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,049,088 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.3% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1)	Excludes 515,747 shares of Common Stock issuable upon the exercise of the Warrant in accordance with the Ownership Limitation. See Item 5(a).
(2)	Calculated in accordance with the Ownership Limitation based on CM Change Industrial LP’s exercise of the Warrant. See Item 5(a).

Item 2.

Identity and Background.

 

Item 2 is hereby amended to update the principal business address for each of Conversant Capital, Conversant GP, CM Change, CM Change II and Mr. Simanovsky to 25 Deforest Avenue, 3rd Floor, Summit, New Jersey 07901.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended by the addition of the following:

On February 22, 2023, the Issuer, IR Parent, LLC, a Delaware limited liability company (“Parent”), IR Merger Sub II, Inc., a Maryland corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Issuer has described the Merger Agreement in greater detail in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023, which Form 8-K includes the Merger Agreement as an exhibit. The summary of certain terms and conditions of the Merger Agreement set forth herein is qualified by reference to the Merger Agreement in its entirety.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Merger Sub will be merged with and into the Issuer (the “Merger”). Upon completion of the Merger, the Issuer will survive as a wholly-owned subsidiary of Parent (such subsidiary, the “Surviving Entity”) and the separate corporate existence of Merger Sub will cease.

Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Merger Effective Time”), each share of Common Stock that is issued and outstanding immediately prior to the Merger Effective Time (other than shares of Common Stock held by the Issuer and the Parent Parties) will be automatically cancelled and converted into the right to receive an amount in cash equal to $67.00 per share (the “Merger Consideration”), without interest, which such per share amount may be increased on the basis of the most recently declared regular quarterly cash dividend of the Issuer permitted by the terms of the Merger Agreement as of the date prior to the closing date of the Merger, as provided in the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement, the Issuer may declare and pay regular quarterly dividends for the first and second quarters of fiscal year 2023, in each case, subject to certain limitations. Thereafter, the Issuer may not pay dividends, except as necessary to preserve its tax status as a real estate investment trust or to avoid the imposition of income or excise taxes, subject to certain limitations.

The Merger Agreement provides that outstanding Issuer equity compensatory awards will be cancelled and terminated and converted into the right to receive cash from the Surviving Entity in amounts, at such times, and subject to such conditions as further described in the Merger Agreement.

The Merger is subject to the approval of the stockholders of the Issuer (as further defined in the Merger Agreement, “Stockholder Approval”) and other customary closing conditions. The Merger Agreement includes other customary terms and conditions regarding the non-solicitation of alternative proposals, the recommendation of the Board, and the termination of the Merger Agreement.

The Merger Agreement provides that at the Merger Effective Time, the Issuer and the Surviving Entity shall take all necessary action such that the directors and officers of Merger Sub immediately prior to the Merger Effective Time, or such other individuals designated by Parent as of the Merger Effective Time, shall become the directors and officers of the Surviving Entity and the charter and bylaws of the Issuer shall be amended and restated as provided in the Merger Agreement.

If the Merger is consummated, the Shares will cease to be listed on the Nasdaq and will become eligible for termination of registration under Section 12 of the Securities Exchange Act of 1934.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, immediately prior to the Merger Effective Time, the Warrant will be automatically cancelled and terminated and converted into the right to receive from the Surviving Entity an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying the Warrant immediately prior to the Merger Effective Time by (y) an amount equal to the Merger Consideration less the per share exercise price of the Warrant. As of the date hereof, the Warrant is exercisable for 515,747 shares of Common Stock at a per-share exercise price of $58.70.

Subject to certain exceptions, the Support Agreement prohibits CM Change and CM Change II from making certain transfers of any of the shares of Common Stock subject to the Support Agreement prior to the Stockholder Approval and from taking certain other actions that would impair the ability of CM Change and CM Change II to fulfill their respective obligations under the Support Agreement. The Support Agreement also contains customary non-solicitation covenants with respect to alternative transactions generally similar to those contained in the Merger Agreement with respect to the Issuer.

The Support Agreement terminates automatically on the earliest to occur of (i) the effective time of the Merger, (ii) the delivery of written notice by the Issuer to Parent of an Adverse Recommendation Change (as defined in the Merger Agreement) made in compliance with the Merger Agreement, (iii) certain amendments or waivers of the Merger Agreement without the prior consent of CM Change and CM Change II, (iv) the termination of the Merger Agreement and (v) mutual written consent of the parties to the Support Agreement.

The foregoing description of the Support Agreement and the transactions contemplated thereby is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.7 to this Amendment No. 3 via incorporation by reference.

Item 5(a) is hereby amended and restated to read as follows:

The Warrant contains restrictions on exercise such that it may not be exercised if the number of shares of Common Stock to be issued pursuant to such exercise or conversion would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (“Section 13(d)”)) in excess of 9.90% of all of the Common Stock outstanding at such time (the “Ownership Limitation”). Each of the Reporting Persons (other than CM Change II) disclaims beneficial ownership of any and all shares of Common Stock issuable upon the exercise of the Warrant to the extent that such exercise would cause aggregate beneficial ownership of CM Change or its affiliates to exceed or remain above the Ownership Limitation.

Item 5(b) is hereby amended and restated to read as follows:

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended by the addition of the following:

The descriptions set forth in Item 4 regarding the Support Agreement and the Merger Agreement’s treatment of the Warrant are incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

 

SIGNATURES

After reasonable 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:  February 23, 2023

	CONVERSANT CAPITAL LLC
	/s/ Michael Simanovsky
	Name:	Michael Simanovsky
	Title:	Managing Member