Form SC TO-I Forum CRE Income Fund Filed by: Forum CRE Income Fund

January 21, 2022 1:23 PM EST

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

FORUM CRE INCOME FUND

(Name of Subject Company (Issuer))

 

FORUM CRE INCOME FUND

(Name of Filing Person(s) (Issuer))

 

Class I Shares

(Title of Class of Securities)

 

34985F203

(CUSIP Number of Class of Securities)

 

Darren Fisk

c/o Forum Capital Advisors, LLC

240 Saint Paul Street, Suite 400

Denver, CO 80206

Tel: (303) 501-8860

Fax: (303) 296-4212

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Filing Person(s))

 

Copies to:

 

Martin H. Dozier

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Tel: (404) 881-7000

Fax: (404) 881-7777

 

David Baum

Alston & Bird LLP

The Atlantic Building

950 F Street NW

Washington, D.C. 20004

Tel: (202) 239-3300

Fax: (202) 239-3333

 

January 21, 2022

(Date Tender Offer First Published,

Sent or Given to Security Holders)

 
 

 

CALCULATION OF FILING FEE

 

Transaction Valuation: $2,884,954.35 (5% of 12/31/21 NAV)(a) Amount of Filing Fee: $267.44 (b)

 

(a) Calculated as the aggregate maximum purchase price to be paid for Class I Shares pursuant to the offer.

 

(b) Calculated at $92.70 per $1,000,000 of the Transaction Valuation.

 

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

 

 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  third-party tender offer subject to Rule 14d-1.
     
  X issuer tender offer subject to Rule 13e-4.
     
  going-private transaction subject to Rule 13e-3.
     
  amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: 

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provisions:

 

  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
     
  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
2
 

 

ITEM 1. SUMMARY TERM SHEET

 
   
Forum CRE Income Fund (the “Fund”) is offering to purchase up to 5% of its Class I Shares (“Shares”) outstanding as of November 1, 2021 that are tendered by shareholders of that class (“Shareholders”) and not withdrawn consistent with the terms of the Offer to Purchase and the Letter of Transmittal (which together with the Offer to Purchase constitutes the “Offer”).  The Offer is being made to all Shareholders.
   
The net asset value of the Shares will be calculated for this purpose as of March 31, 2022 or, if the Offer is extended, as of such later date as the Fund’s Board of Trustees (each a “Trustee” and collectively, the “Board”) shall determine (in each case, the “Valuation Date”).  The Fund reserves the right to adjust the Valuation Date as a result of any extension of the Offer.
   
  Shareholders may tender all of their Shares or any portion of their Shares (defined as a specific dollar value or as a number of Shares).  
   
If the Fund accepts the tender of all or a portion of a Shareholder’s Shares, the Fund will make payment for the Shares it purchases from one or more of the following sources: cash on hand, the proceeds from the sale of securities and portfolio assets held by the Fund, or borrowings.  The Fund does not currently intend to use borrowings to pay for the purchase of Shares pursuant to the Offer.
   
The Offer remains open to Shareholders until 11:59 P.M., Eastern Time, on February 21, 2022 or any later date corresponding to an extension of the Offer (in each case, the “Expiration Date”).  Responses to the Offer received by the Fund or its designated agent after the Expiration Date will be void.
   
  Prior to this time, Shareholders have the right to change their minds and withdraw tenders of their Shares.  Shareholders will also have the right to withdraw tenders of their Shares at any time after forty (40) business days from the commencement of the Offer if their Shares have not yet been accepted for purchase by the Fund on or before that date.
   
     
3
 

 

If a Shareholder would like the Fund to purchase all of its Shares or any portion of its Shares, it should complete, sign and either: (a) mail or otherwise deliver a Letter of Transmittal, enclosed with this Offer, to Forum CRE Income Fund – Class I Shares, c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, NE 68154-9150 (for certified mail, return receipt requested) or to Forum CRE Income Fund, c/o Ultimus Fund Solutions, LLC, 4221 N 203rd St., Suite 100, Elkhorn, NE 68022 (for overnight mail); or (b) fax it to the Fund at 1-402-963-9094, so that it is received before 11:59 P.M., Eastern Time, on the Expiration Date.  IF THE SHAREHOLDER ELECTS TO FAX THE LETTER OF TRANSMITTAL, IT MUST MAIL THE ORIGINAL LETTER OF TRANSMITTAL TO THE FUND PROMPTLY AFTER IT IS FAXED (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BY MAIL BEFORE 11:59 P.M., EASTERN TIME ON THE EXPIRATION DATE.  The value of Shares is expected to change between December 31, 2021 (the last time prior to the date of this filing as of which the Fund’s net asset value was calculated) and the Valuation Date.  Shareholders may obtain the net asset value of their Shares, which the Fund calculates monthly, by contacting the Fund at 1-303-501-8804, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Mountain Time), or at one of the addresses or the fax number listed above, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Central Time).
   
If Shareholders tender for purchase more Shares than the Fund is offering to purchase during the offering period, the Fund will purchase only a pro rata portion of the Shares tendered by each Shareholder.  
   
Please note that just as each Shareholder has the right to withdraw the tender of its Shares, the Fund has the right to cancel or amend the Offer or postpone the acceptance of Shares tendered for purchase thereunder at any time before 11:59 P.M., Eastern Time, on the Expiration Date.  Also realize that although the Offer expires on Expiration Date, a Shareholder that tenders all or a portion of its Shares will remain a Shareholder in the Fund with respect to the Shares tendered notwithstanding the Fund’s acceptance of the Shareholder’s Shares for purchase through the Valuation Date.  Accordingly, the value of tendered Shares remains subject to the investment risks of the Fund as set forth in the Fund’s Private Placement Memorandum, as it may be amended from time to time (the “Private Placement Memorandum”), until the Valuation Date.
   
An early repurchase fee of 2.00% payable to the Fund will be charged with respect to the repurchase of a shareholders shares at any time prior to the day immediately preceding the one-year anniversary of a shareholder’s purchase of the shares (on a “first in-first out” basis).
   
The information set forth in the Offer to Purchase included as Exhibit B is incorporated herein by reference.  
   
     
ITEM 2.  ISSUER INFORMATION  
   

(a) The Fund is the sole series of Forum CRE Income Fund, a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company. The principal executive office of the Fund is located at 240 Saint Paul Street, Suite 400, Denver, CO 80206 and its telephone number is 1-303-501-8804.

 

(b) The title of the securities that is the subject of the Offer is Class I Shares of the Fund. As of the close of business on December 31, 2021, there were approximately 5,863,728.3620 outstanding Shares and the net asset value of the Fund was approximately $57,699,087.08 (based on the net asset value of those Shares). Subject to the terms set forth in the Offer, the Fund will purchase up to 5% of the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date), that are tendered by Shareholders and not withdrawn as described above in Item 1.

 

(c) Shares are not traded in any market, and the transfer thereof is strictly limited by the terms of the Private Placement Memorandum and the Fund’s Agreement and Declaration of Trust dated April 5, 2021 (the “Trust Instrument”).

 

4
 

 

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON

 

(a) The name of the filing person is Forum CRE Income Fund. The Fund’s principal executive office is located at 240 Saint Paul Street, Suite 400, Denver, CO 80206 and its telephone number is 1-303-501-8804. The investment adviser of the Fund is Forum Capital Advisors, LLC (the “Adviser”). Darren Fisk is the managing member of the Adviser and the Adviser’s sole owner. The principal executive office of the Adviser is located at 240 Saint Paul Street, Suite 400, Denver, CO 80206 and its telephone number is 1-303-501-8860.

 

The Fund’s Trustees are Darren Fisk, Michael Bell, Jody Foster and David Gerstenhaber. The Fund’s Principal Executive Officer, Principal Financial Officer and Chief Compliance Officer are Darren Fisk, Derek Mullins and Cory Gossard, respectively. The address of the Trustees and the officers is C/O Forum CRE Income Fund, 240 Saint Paul Street, Suite 400, Denver, CO 80206.

 

ITEM 4.

TERMS OF THE TENDER OFFER.

 

(a) (1) (i) Subject to the terms set forth in the Offer, the Fund will purchase up to 5% of the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date) that are tendered by Shareholders by 11:59 P.M., Eastern Time, on the Expiration Date and that are not withdrawn. The Offer is being made to all Shareholders.

 

(ii) The purchase price of Shares tendered to and accepted by the Fund for purchase will be their net asset value as of the Valuation Date. The Fund’s net asset value is the value of the Fund’s assets less its liabilities, and its net asset value per Shares equals that net asset value divided by the number of the then issued and outstanding Shares.

 

Shareholders may tender all or a portion of their Shares (defined as a specified dollar value or as a number of Shares).

 

(iii) The Offer is scheduled to expire at 11:59 P.M., Eastern Time, on the Expiration Date.

 

(iv) Not applicable.

 

(v) The Fund reserves the right to extend the period of time during which the Offer is pending by notifying Shareholders of such extension. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer. The Fund reserves the right, at any time and from time to time, up to and including the Expiration Date, to: (a) cancel the Offer as described in Section 7 of the Offer and in the event of such cancellation, not to purchase or pay for any Shares tendered pursuant to the Offer; or (b) amend or postpone the acceptance of Shares as described in Sections 3 and 7 of the Offer. If the Fund determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open and will promptly notify Shareholders.

 

The Fund also reserves the right to adjust the Valuation Date as a result of any extension or amendment of the Offer. Accordingly, the purchase price of Shares accepted for purchase by

5
 

the Fund will be the net asset value thereof as of March 31, 2022 if the Offer expires on the initial Expiration Date or, if the Offer is extended, as of such later date as the Board shall determine.

 

There can be no assurance that the Fund will exercise its right to extend, amend or cancel the Offer or to postpone the acceptance of tenders pursuant to the Offer.

 

(vi) A tender may be withdrawn at any time before 11:59 P.M., Eastern Time on the Expiration Date, and if such Shares have not yet been accepted for purchase by the Fund, at any time after forty (40) business days from the commencement of the Offer.

 

(vii) Shareholders wishing to tender Shares pursuant to the Offer should send a completed and executed Letter of Transmittal by either: (a) mailing or otherwise delivering a Letter of Transmittal, enclosed with this Offer, to Forum CRE Income Fund – Class I Shares, c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, NE 68154-9150 (for certified mail, return receipt requested) or to Forum CRE Income Fund, c/o Ultimus Fund Solutions, LLC, 4221 N 203rd St., Suite 100, Elkhorn, NE 68022 (for overnight mail); or (b) faxing it to the Fund at 1-402-963-9094. The completed and executed Letter of Transmittal must be received by the Fund, either by mail or fax, no later than 11:59 P.M. on the Expiration Date. A Shareholder electing to fax a Letter of Transmittal to the Fund must also send or deliver the original completed and executed Letter of Transmittal to the Fund promptly thereafter.

 

Shareholders may obtain monthly net asset value information, which the Fund calculates based on pricing information received from third party vendors until the expiration of the Offer, by contacting the Fund at 1-303-501-8804, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Mountain Time) or at one of the addresses set forth below, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Central Time).

 

Any Shareholder tendering Shares pursuant to the Offer may withdraw such tender as described in Item 4(a)(1)(vi) above. To be effective, any notice of withdrawal of a tender must be timely received by the Fund by: (a) mailing or otherwise delivering a Notice of Withdrawal of Tender, enclosed with this Offer, to Forum CRE Income Fund – Class I Shares, c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, NE 68154-9150 (for certified mail, return receipt requested) or to Forum CRE Income Fund, c/o Ultimus Fund Solutions, LLC, 4221 N 203rd St., Suite 100, Elkhorn, NE 68022 (for overnight mail); or (b) faxing it to the Fund at 1-402-963-9094, so that it is received no later than the Expiration Date. A tender of Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, subsequent to the withdrawal of tendered Shares, the Shares may be tendered again prior to the Expiration Date by following the procedures set forth above.

 

(viii) For purposes of the Offer, the Fund will be deemed to have accepted (and thereby purchased) Shares that are tendered when it gives written notice to the tendering Shareholder of its election to purchase such Shareholder’s Shares.

 

(ix) Shareholders who tender Shares in a tender offer may not have all of the tendered Shares purchased by the Fund. If the number of Shares that are properly tendered pursuant to the

6
 

Offer and not withdrawn pursuant to Section 5 of the Offer is less than or equal to 5% of the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date), the Fund will, subject to the terms of the Offer, purchase all of the Shares so tendered unless the Fund elects to cancel or amend the Offer, or postpone the acceptance of tenders made pursuant to the offer, as provided in Section 7 of the Offer. If the amount of Shares that are properly tendered pursuant to the Offer and not withdrawn pursuant to Section 5 of the Offer exceeds 5% of the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date), the Fund will purchase only a pro rata portion of the Shares tendered by each Shareholder.

 

(x) The purchase of Shares pursuant to the Offer may have the effect of increasing the proportionate interest in the Fund of Shareholders that do not tender Shares. Shareholders that retain their Shares may be subject to increased risks that may possibly result from the reduction in the Fund’s aggregate assets resulting from payment for the Shares tendered. These risks include the potential for greater volatility due to decreased diversification of the Fund’s investments. The Fund believes, however, that this result is unlikely. To raise the necessary cash to purchase Shares pursuant to the Offer, the Adviser expects to minimize Fund portfolio changes by liquidating portfolio assets on a pro rata basis to the extent possible given applicable liquidity restrictions and withdrawal notification requirements. The liquidation of Fund investments earlier than the Adviser would otherwise have liquidated such holdings may potentially result in losses or increased investment related expenses of the Fund. A reduction in the aggregate assets of the Fund may also result in Shareholders that do not tender Shares bearing higher costs to the extent that certain expenses born by the Fund are relatively fixed and do not decrease as assets decline. These effects may be reduced or eliminated to the extent that additional subscriptions for Shares are made by new and existing Shareholders subsequent to the date of this Offer.

 

(xi) Not applicable.

 

(xii) The following discussion is a general summary of the material U.S. federal income tax considerations applicable to the purchase of Shares by the Fund for cash pursuant to the Offer. This summary does not purport to be a complete description of the income tax considerations applicable to such purchase. Shareholders should consult their own tax advisors for a complete description of the tax consequences to them of a purchase of their Shares by the Fund pursuant to the Offer.

 

This summary assumes that Shareholders hold Shares as capital assets (generally, property held for investment). The discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations and administrative and judicial interpretations, each as of the date of this Offer and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. The Fund has neither sought nor will seek any ruling from the Internal Revenue Service, or “IRS,” regarding this Offer. This summary does not discuss any aspects of foreign, state or local tax.

 

A “U.S. Shareholder” is a beneficial owner of Shares that is for U.S. federal income tax purposes: (a) a citizen or individual resident of the United States; (b) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the

7
 

laws of the United States, or any state thereof or the District of Columbia; (c) a trust, if a court within the United States has primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person; or (d) an estate, the income of which is subject to U.S. federal income taxation regardless of its source. If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership.

 

A U.S. Shareholder generally will recognize taxable gain or loss if the U.S. Shareholder sells or otherwise disposes of its Shares. Such Shareholder’s gain or loss is generally calculated by subtracting from the gross proceeds the cost basis of its Shares sold or otherwise disposed of. For non-corporate U.S. Shareholders, any gain arising from a sale or disposition generally will be treated as long-term capital gain or loss if the Shareholder has held its Shares for more than one year. Otherwise, it will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of Shares held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such Shares. In addition, all or a portion of any loss recognized upon a disposition of Shares may be disallowed if other Shares are purchased (whether through reinvestment of distributions or otherwise) within thirty (30) calendar days before or after the disposition.

 

The Fund may be required to withhold U.S. federal income tax, or “backup withholding,” currently at a rate of twenty-four percent (24%), from all taxable distributions to any non-corporate U.S. Shareholder: (a) who fails to furnish the Fund with a correct taxpayer identification number or a certificate that such Shareholder is exempt from backup withholding, or (b) with respect to whom the IRS notifies the Fund that such Shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. Shareholder’s U.S. federal income tax liability and may entitle such Shareholder to a refund; provided that proper information is timely provided to the IRS.

 

(a)(2) Not applicable.

 

(b) The Offer is open to all Shareholders of the Fund. To the Fund’s knowledge, no executive officer, Trustee, or other affiliate plans to tender Shares pursuant to the Offer. Any Shares to be purchased from any Trustee, officer or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares.

 

A copy of: (1) Cover Letter to Offer to Purchase and Letter of Transmittal; (2) Offer to Purchase; (3) Form of Letter of Transmittal; (4) Form of Notice of Withdrawal of Tender; and (5) Form of Letter from the Fund to Shareholders that will be sent in connection with the Fund’s acceptance of tenders of Shares; are attached hereto as Exhibits A, B, C, D, and E, respectively.

8
 

 

 

ITEM 5.

PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND

AGREEMENTS.

 

The Private Placement Memorandum and the Subscription Agreement executed by each Shareholder, each of which were provided to each Shareholder prior to subscribing for Shares, provide that the Board has the discretion to determine whether the Fund will purchase Shares from Shareholders from time to time pursuant to written tenders. The Private Placement Memorandum also states that the Board expects that tender offers, if authorized, will be made no more frequently than quarterly and will typically have a valuation date as of March 31, June 30, September 30 and December 31 (or, if any such date is not a business day, on the last business day of such calendar quarter). Shareholders who tender Shares in a tender offer may not have all of the tendered Shares purchased by the Fund. If a tender offer is oversubscribed, the Fund generally will only purchase a pro rata portion of the amount tendered by each Shareholder. Because there is no secondary trading market for Shares and transfers of Shares are only permitted under limited circumstances, the Board has determined, after consideration of various matters, including but not limited to those set forth in the Private Placement Memorandum that the Offer is in the best interests of Shareholders.

 

The Fund is not aware of any contract, arrangement, understanding or relationship relating, directly or indirectly, to the Offer (whether or not legally enforceable) between: (a) the Fund, the Adviser, a Trustee or any person controlling the Fund or the Adviser; and (b) any other person, with respect to the Shares.

 

The Fund previously offered to repurchase Shares as of December 31, 2021. Shares with a value of $150,000 and an additional 102,406.877 shares were tendered pursuant to that offer.

 

ITEM 6.

PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS.

 

(a) The purpose of the Offer is to provide liquidity to Shareholders that hold Shares, as contemplated by and in accordance with the procedures set out in the Private Placement Memorandum and Trust Instrument.

 

(b) Shares that are tendered to the Fund in connection with the Offer will be retired, although the Fund may issue Shares from time to time in accordance with the Private Placement Memorandum and Trust Instrument.

 

(c) The Fund is not aware of any plans or proposals that relate to or would result in: (i) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund; (ii) any purchase, sale or transfer of a material amount of assets of the Fund (other than as the Board determines may be necessary or appropriate to fund all or a portion of the purchase price for Shares acquired pursuant to the Offer or in connection with the ordinary portfolio transactions of the Fund); (iii) any material change in the present dividend rate or policy or indebtedness or capitalization of the Fund; (iv) any change in the identity of the Fund’s investment adviser, or members of the Board, or in the management of the Fund including but not limited to, any plans or proposals to change the number or the term of members of the Board, to fill any existing vacancy

9
 

on the Board or to change any material term of the Fund’s Investment Advisory Agreement with the Adviser; (v) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in its investment policies, for which a vote would be required by Section 13 of the 1940 Act; (vi) the acquisition by any person of additional Shares (other than the Fund’s intention to accept subscriptions for Shares on the first business day of each month and from time to time in the discretion of the Board, or the disposition of Shares (other than pursuant to tender offers to repurchase Shares approved by the Board); or (vii) any changes in the Trust Instrument or other governing instruments or other actions that could impede the acquisition of control of the Fund.

 

Because the Shares are not traded in any market, Subsections (6), (7) and (8) of Regulation M-A §229.1006(c) are not applicable to the Fund.

 

ITEM 7.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

(a) The Fund expects that the purchase price for Shares acquired pursuant to the Offer, which will not exceed 5% of the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date), will be derived from one or more of the following sources: (i) cash on hand; (ii) the proceeds from the sale of securities and portfolio assets held by the Fund; and/or (iii) possible borrowings as describe in paragraph (b) below.

(b) Neither the Fund nor the Board, has authorized borrowing to purchase Shares tendered in connection with the Offer. Depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Board, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase amount for Shares, subject to compliance with applicable law. The Fund expects that the repayment of any amounts borrowed will be financed from: (i) additional funds contributed to the Fund by existing or new Shareholders; and (ii) from a liquidation of a portion of the Fund’s portfolio assets.

 

(d) See Item 7(b).

 

ITEM 8. INTERESTS IN SECURITIES OF THE ISSUER.

 

(a) As of December 31, 2021, the Fund, the Adviser, any Trustee, any Officer, and any person controlling the Fund or the Adviser held (or had interest in) the below referenced Shares:[1]

 

Name Relationship to Fund Shares Held % of Outstanding Shares
Darren Fisk Portfolio Manager; Shareholder; Managing Member, Forum Capital Advisors, LLC 192,109.8191 3.28%1

 


[1] Shareholders owning voting securities in excess of twenty-five percent (25%) may determine the outcome of any matter affecting and voted on by Shareholders of the Fund.

10
 

 

Name Relationship to Fund Shares Held % of Outstanding Shares
Pat Brophy Portfolio Manager; Shareholder 30,560.9712 0.52%2
John Kerschner Portfolio Manager; Shareholder 12,970.6653 0.22%3
David Gerstenhaber Independent Trustee 126,827.863 2.16%

 

1.Mr. Fisk is the direct 87.68% owner of Fisk Investments, LLC which directly owns all of these Shares. Mr. Fisk may be deemed to have an indirect beneficial interest in these shares.

 

2.Mr. Brophy is the direct 50% owner of Colt Properties, LLC which owns all of these Shares. Mr. Brophy may be deemed to have an indirect beneficial interest in these shares.

 

3.Mr. Kerschner is the direct beneficial owner of these Shares.

 

4.Mr. Gerstenhaber is the direct 100% owner of GRE II, LP which owns all of these Shares.

 

(b) The Fund issues and repurchases Shares in the ordinary course of business. Otherwise, there have been no transactions known to the Fund involving Shares that were effected during the past 60 days by the Fund, the Adviser, any Trustee, any Officer or any person controlling the Fund or the Adviser.

ITEM 9.

PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

 

No persons have been directly or indirectly employed or retained or are to be compensated to make solicitations or recommendations in connection with the Offer.

 

ITEM 10.

FINANCIAL STATEMENTS.

 

(a) (1) The Fund commenced operations on May 3, 2021. Reference is made to the following financial statements of the Fund, which the Fund has prepared and furnished to Shareholders pursuant to Rule 30e-1 under the 1940 Act and filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 30b2-1 under the 1940 Act, which are incorporated by reference in their entirety for the purpose of filing this Schedule TO:

 

Unaudited financial statements for the semi-annual fiscal period ended June 30, 2021 previously filed via EDGAR on Form N-CSR on September 30, 2021.

 

(2) The Fund is not required to and does not file quarterly unaudited financial statements under the Exchange Act of 1934, as amended.

 

(3) Not applicable.

 

11
 

(4) Net asset value per Share was $9.84 (rounded to two decimal places) on December 31, 2021.

 

(b) The Fund’s assets will be reduced by the amount of the tendered Shares that are purchased by the Fund. Thus, income relative to assets may be affected by the Offer.

 

ITEM 11.

ADDITIONAL INFORMATION.

 

(a) (1) None.

(2) None.

(3) Not applicable.

(4) Not applicable.

(5) None.

 

(b) None.

 

ITEM 12.

EXHIBITS.

 

Reference is hereby made to the following exhibits, which collectively constitute the Offer and are incorporated herein by reference:

 

A.       Cover Letter to Offer to Purchase and Letter of Transmittal.

B.       Offer to Purchase.

C.       Form of Letter of Transmittal.

D.       Form of Notice of Withdrawal of Tender.

E.Form of Letter from Fund to Shareholders in connection with Fund’s acceptance of tenders of Shares.

 

12
 

 

SIGNATURE

 

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

 

 

FORUM CRE INCOME FUND

   
         
         
  By: /s/ Darren Fisk                        
    Name: Darren Fisk  
    Title: Chief Executive Officer  
         

 

January 21, 2022

13
 

 

EXHIBIT INDEX

 

EXHIBITS

 

A.       Cover Letter to Offer to Purchase and Letter of Transmittal.

B.       The Offer to Purchase.

C.       Form of Letter of Transmittal.

D.       Form of Notice of Withdrawal of Tender.

E.       Form of Letter from Fund to Shareholders in connection with Fund’s acceptance of tenders of Shares.

14
 

EXHIBIT A

 

Cover Letter to the Offer to Purchase and Letter of Transmittal

 

FORUM CRE INCOME FUND

Class I Shares

 

IF YOU DO NOT WANT TO SELL YOUR CLASS I SHARES

AT THIS TIME, PLEASE DISREGARD THIS NOTICE.

THIS IS SOLELY A NOTIFICATION OF THE FUND’S TENDER OFFER.

January 21, 2022

Dear Shareholders of Forum CRE Income Fund’s Class I Shares:

We are writing to inform you of important dates relating to an offer by the Forum CRE Income Fund (the “Fund”) to purchase shares of the Fund’s Class I Shares (“Shares”) from the shareholders of that class (“Offer”).

The Offer period will begin on January 21, 2022 and will end at 11:59 P.M., Eastern Time, on February 21, 2022. The purpose of the Offer is to provide liquidity to shareholders that hold Shares. Shares may be presented to the Fund for purchase only by tendering them during one of the Fund’s announced tender offers.

NO ACTION IS REQUIRED IF YOU DO NOT WISH TO TENDER ANY PORTION OF YOUR SHARES AT THIS TIME.

Should you wish to tender all or a portion of your Shares for purchase by the Fund during the Offer period, please complete and return the enclosed Letter of Transmittal by: (1) mail to Forum CRE Income Fund, P.O. Box 541150, Omaha, NE 68154-9150 (for certified mail, return receipt requested) or to Forum CRE Income Fund, c/o Ultimus Fund Solutions, LLC, 4221 N 203rd St., Suite 100, Elkhorn, NE 68022 (for overnight mail); or (2) fax to the Fund at 1-402-963-9094, so that it arrives before 11:59 P.M., Eastern Time, on February 21, 2022. All tenders of Shares must be received either by mail or by fax (if by fax, please deliver an original, executed copy promptly thereafter) in good order before 11:59 P.M., Eastern Time, on February 21, 2022.

If you have any questions, please refer to the attached Offer to Purchase document, which contains additional important information about the tender offer, or call the Fund at 1-303-501-8804.

 

Sincerely,

 

Forum CRE Income Fund

 

EXHIBIT B

 

OFFER TO PURCHASE

 

FORUM CRE INCOME FUND

Class I Shares

240 Saint Paul Street, Suite 400

Denver, CO 80206

 

OFFER TO PURCHASE UP TO 293,186.4181 OF OUTSTANDING CLASS I SHARES AT NET ASSET VALUE

 

DATED JANUARY 21, 2022

 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT

11:59 P.M., EASTERN TIME, ON FEBRUARY 21, 2022

UNLESS THE OFFER IS EXTENDED

 

To the Shareholders of Class I Shares of Forum CRE Income Fund:

 

Forum CRE Income Fund, (the “Fund”) is offering to purchase up to 5% of the Fund’s Class I Shares (“Shares”) outstanding as of December 31, 2021 from shareholders of that class (“Shareholders”) on the terms set forth in this Offer to Purchase and the related Letter of Transmittal (which together with the Offer to Purchase constitutes the “Offer”). The net asset value of the Shares will be calculated for this purpose as of March 31, 2022 or, if the Offer is extended, as of a later date determined by the Fund’s Board of Trustees (in each case the “Valuation Date”). This Offer is being made to all Shareholders. Shares are not traded on any established trading market and are subject to strict restrictions on transferability set forth in the Fund’s Agreement and Declaration of Trust.

 

Shareholders should realize that the value of the Shares tendered in the Offer is expected to change between December 31, 2021 (the last time net asset value was calculated) and the Valuation Date. Shareholders tendering their Shares should also note that they will remain Shareholders in the Fund, with respect to the Shares tendered and accepted for purchase by the Fund, through the Valuation Date. Accordingly, the value of tendered Shares will remain subject to the Fund’s investment risks set forth in the Fund’s Private Placement Memorandum (as it may be amended, modified or otherwise supplemented from time to time).

 

The Fund calculates its net asset value monthly. Any tendering Shareholders that desire to obtain the most recently calculated net asset value of their Shares may contact the Fund at 1-303-501-8804, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Mountain Time) or by mail at one of the addresses listed below. Shareholders desiring to tender all or portions of their Shares in accordance with the terms of the Offer should complete and sign the enclosed Letter of Transmittal and send or deliver it to the Fund in the manner set forth in Section 4 of this Offer.

 

i
 

IMPORTANT

 

None of the Fund, its investment adviser, or its Board of Trustees makes any recommendation to any Shareholder as to whether to tender or refrain from tendering Shares. Shareholders must make their own decisions whether to tender Shares, and, if they choose to do so, the portion of their Shares to tender.

 

Because each Shareholder’s investment decision is a personal one, based on its financial circumstances, no person has been authorized to make any recommendation on behalf of the Fund as to whether Shareholders should tender 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 herein or in the Letter of Transmittal. If given or made, such recommendation and such information and representations must not be relied on as having been authorized by the Fund.

 

This transaction has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) nor has the SEC or any state securities commission passed on the fairness or merits of such transaction or on the accuracy or adequacy of the information contained in this document. Any representation to the contrary is unlawful.

 

Questions and requests for assistance and requests for additional copies of the Offer may be directed to the Fund as follows:

 

For Certified Mail, Return Receipt Requested:

 

Forum CRE Income Fund

Class I Shares

c/o Ultimus Fund Solutions, LLC

P.O. Box 541150

Omaha, NE 68154-9150

 

For Overnight Mail:

 

Forum CRE Income Fund

Class I Shares

4221 N 203rd St., Suite 100

Elkhorn, NE 60822

 

Phone: 1-303-501-8804

 

Fax: 1-402-963-9094

 

ii
 

TABLE OF CONTENTS

 

SUMMARY TERM SHEET.   1 
1. BACKGROUND AND PURPOSE OF THE OFFER.   2 
2. OFFER TO PURCHASE AND PRICE.   3 
3. AMOUNT OF TENDER.   4 
4. PROCEDURE FOR TENDERS.   4 
5. WITHDRAWAL RIGHTS   5 
6. PURCHASES AND PAYMENT.   5 
7. CERTAIN CONDITIONS OF THE OFFER.   6 
8. CERTAIN INFORMATION ABOUT THE FUND.   6 
9. CERTAIN FEDERAL TAX CONSEQUENCES.   8 
10. MISCELLANEOUS.   10 
ANNEX A - Financial Statements   11 

 

 

iii
 

 

  SUMMARY TERM SHEET.
   
· Forum CRE Income Fund (the “Fund”) is offering to purchase up to 5% of the Fund’s Class I Shares (“Shares”) outstanding as of December 31, 2021 that are tendered by shareholders of that class (“Shareholders”) and not withdrawn consistent with the terms of the Offer to Purchase and the Letter of Transmittal (which together with the Offer to Purchase constitutes the “Offer”).  The Offer is being made to all Shareholders.
   
   
· The net asset value of the Shares will be calculated for this purpose as of March 31, 2022 or, if the Offer is extended, as of such later date as the Fund’s Board of Trustees (each a “Trustee” and collectively, the “Board”) shall determine (in each case, the “Valuation Date”).  The Fund reserves the right to adjust the Valuation Date as a result of any extension of the Offer.
   
  Shareholders may tender all of their Shares or any portion of their Shares (defined as a specific dollar value or as a number of Shares).  
   
· If the Fund accepts the tender of all or a portion of a Shareholder’s Shares, the Fund will make payment for the Shares it purchases from one or more of the following sources: cash on hand, the proceeds from the sale of securities and portfolio assets held by the Fund, or borrowings.  The Fund does not currently intend to use borrowings to pay for the purchase of Shares pursuant to the Offer.
   
   
· The Offer remains open to Shareholders until 11:59 P.M., Eastern Time, on February 21, 2022, or any date corresponding to an extension of the Offer (in each case, the “Expiration Date”).  Responses to the Offer received by the Fund or its designated agent after the Expiration Date will be void.
   
  Prior to this time, Shareholders have the right to change their minds and withdraw the tenders of their Shares.  Shareholders will also have the right to withdraw tenders of their Shares at any time after forty (40) business days from the commencement of the Offer if their Shares have not yet been accepted for purchase by the Fund on or before that date.
   
1
 

 

· If a Shareholder would like the Fund to purchase all of its Shares or any portion of its Shares, it should complete, sign and either: (i) mail or otherwise deliver a Letter of Transmittal, enclosed with this Offer, to Forum CRE Income Fund – Class I Shares, c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, NE 68154-9150 (for certified mail, return receipt requested) or to Forum CRE Income Fund at c/o Ultimus Fund Solutions, LLC, 4221 N 203rd St., Suite 100, Elkhorn, NE 68022 (for overnight mail); or (ii) fax it to the Fund at 1-402-963-9094, so that it is received before 11:59 P.M., Eastern Time, on the Expiration Date.  IF THE SHAREHOLDER ELECTS TO FAX THE LETTER OF TRANSMITTAL, IT MUST MAIL THE ORIGINAL LETTER OF TRANSMITTAL TO THE FUND PROMPTLY AFTER IT IS FAXED (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BY MAIL BEFORE 11:59 P.M., EASTERN TIME, ON THE EXPIRATION DATE.  The value of Shares is expected to change between December 31, 2021 (the last time prior to the date of this filing as of which the Fund’s net asset value was calculated) and the Valuation Date.  Shareholders may obtain the net asset value of their Shares, which the Fund calculates monthly, by contacting the Fund at 1-303-501-8804, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Mountain Time), or at one of the addresses or the fax number listed above, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Central Time).
   
· If Shareholders tender for purchase more Shares than the Fund is offering to purchase during the offering period, the Fund will purchase only a pro rata portion of the Shares tendered by each Shareholder.  
   
· Please note that just as each Shareholder has the right to withdraw the tender of its Shares, the Fund has the right to cancel or amend this Offer or postpone the acceptance of Shares tendered for purchase thereunder at any time before 11:59 P.M., Eastern Time, on the Expiration Date.  Also realize that although the Offer expires on the Expiration Date, a Shareholder that tenders all or a portion of its Shares will remain a Shareholder in the Fund with respect to the Shares tendered notwithstanding the Fund’s acceptance of the Shareholder’s Shares for purchase through the Valuation Date.  Accordingly, the value of tendered Shares remains subject to the investment risks of the Fund as set forth in the Fund’s Private Placement Memorandum, as it may be amended from time to time (the “Private Placement Memorandum”), until the Valuation Date.
   
· An early repurchase fee of 2.00% payable to the Fund will be charged with respect to the repurchase of a shareholders shares at any time prior to the day immediately preceding the one-year anniversary of a shareholder’s purchase of the shares (on a “first in-first out” basis).

1.

BACKGROUND AND PURPOSE OF THE OFFER.

 

The purpose of the Offer is to provide liquidity to Shareholders that hold Shares, as contemplated by and in accordance with the procedures set out in the Private Placement Memorandum and the Fund’s Agreement and Declaration of Trust dated April 5, 2021 (the “Trust Instrument”). The Private Placement Memorandum and the Subscription Agreement executed by each Shareholder, each of which were provided to each Shareholder prior to subscribing for Shares, provide that the Board has the discretion to determine whether the Fund will purchase Shares from time to time pursuant to written tender offers. The Private Placement Memorandum also states that the Board expects that tender offers, if authorized, will be made no more frequently than quarterly and will typically have a valuation date as of March 31, June 30, September 30 and December 31 (or, if any such date is not a business day, on the last business day of such calendar quarter). Because there is no secondary trading market for the Shares and transfers of Shares are limited by the terms of the Private Placement Memorandum and the Trust Instrument, the Board has determined, after consideration of various matters, including but not limited to those set forth in the Private Placement Memorandum that the Offer is in the best interests of Shareholders.

 

2
 

The purchase of Shares pursuant to the Offer may have the effect of increasing the proportionate interest in the Fund of Shareholders that do not tender Shares. Shareholders that retain their Shares may be subject to increased risks that may possibly result from the reduction in the Fund’s aggregate assets resulting from the payment for the Shares tendered. These risks include the potential for greater volatility due to decreased diversification of the Fund’s investments. The Fund believes, however, that this result is unlikely. To raise the necessary cash to purchase Shares pursuant to the Offer, Forum Capital Advisors, LLC (“Adviser”) expects to minimize Fund portfolio changes by liquidating portfolio assets on a pro rata basis to the extent possible given applicable liquidity restrictions and withdrawal notification requirements. The liquidation of Fund investments earlier than the Adviser would otherwise have liquidated such holdings may potentially result in losses or increased investment related expenses of the Fund. A reduction in the aggregate assets of the Fund may result in Shareholders that do not tender Shares bearing higher costs to the extent that certain expenses borne by the Fund are relatively fixed and may not decrease if assets decline. These effects may be reduced or eliminated to the extent that additional subscriptions for Shares are made by new and existing Shareholders subsequent to the date of this Offer.

 

Shares that are tendered to the Fund in connection with the Offer will be retired, although the Fund may issue Shares from time to time in accordance with the Private Placement Memorandum and Trust Instrument.

2.

OFFER TO PURCHASE AND PRICE.

 

Subject to the terms set forth in the Offer, the Fund will purchase up to 5% the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date) tendered by Shareholders by 11:59 P.M., Eastern Time, on the Expiration Date and that are not withdrawn. The Offer is being made to all Shareholders.

 

The purchase price of Shares tendered to and accepted by the Fund for purchase will be their net asset value as of the Valuation Date. The Fund’s net asset value is the value of the Fund’s assets less its liabilities, and its net asset value per Shares equals that net asset value divided by the number of the then issued and outstanding Shares.

 

The purchase price of a Share is payable as set forth in Section 6 of this Offer.

 

As of the close of business on December 31, 2021 there were approximately 5,863,728.3620 outstanding Shares and the net asset value of the Fund was approximately $57,699,087.08 (based on the net asset value of such Shares). Shareholders may obtain monthly net asset value information, which the Fund calculates based on pricing information received from third party vendors until the expiration of the Offer, by contacting the Fund at 1-303-501-8804, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Mountain Time) or one of the addresses set forth on page ii, Monday through Friday, except holidays, during normal business hours of 8:30 a.m. to 5:30 p.m. (Central Time).

3
 

 

 

3.

AMOUNT OF TENDER.

 

A Shareholder may tender all of its Shares or a portion of its Shares (defined as a specific dollar value or a number of Shares). The Offer is being made to all Shareholders.

 

Shareholders who tender Shares in a tender offer may not have all of the tendered Shares purchased by the Fund. If the number of Shares that are properly tendered pursuant to the Offer and not withdrawn pursuant to Section 5 of this Offer is less than or equal to 5% of the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date), the Fund will, subject to the terms of the Offer, purchase all of the Shares so tendered unless the Fund elects to cancel or amend the Offer, or postpone the acceptance of tenders made pursuant to the offer, as provided in Section 7 of this Offer. If the amount of Shares that are properly tendered pursuant to the Offer and not withdrawn pursuant to Section 5 of this Offer exceeds 5% of the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date), the Fund will purchase only a pro rata portion of the Shares tendered by each Shareholder.

4.

PROCEDURE FOR TENDERS.

 

Shareholders wishing to tender Shares pursuant to the Offer should send a completed and executed Letter of Transmittal by either: (a) mailing or otherwise delivering a Letter of Transmittal, enclosed with this Offer, to Forum CRE Income Fund – Class I Shares, c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, NE 68154-9150 (for certified mail, return receipt requested) or to Forum CRE Income Fund, c/o Ultimus Fund Solutions, LLC, 4221 N 203rd St., Suite 100, Elkhorn, NE 68022 (for overnight mail); or (b) faxing it to the Fund at 1-402-963-9094. The completed and executed Letter of Transmittal must be received by the Fund, either by mail or fax, no later than 11:59 P.M. on the Expiration Date. The Letter of Transmittal is enclosed herewith.

 

The Fund recommends that all documents be submitted to the Fund via certified mail, return receipt requested, overnight mail, or by facsimile transmission. A Shareholder electing to fax a Letter of Transmittal to the Fund must also send or deliver the original completed and executed Letter of Transmittal to the Fund promptly thereafter. Shareholders wishing to confirm receipt of a Letter of Transmittal may contact the Fund’s transfer agent, Ultimus Fund Solutions, LLC (“Ultimus”) at the number and addresses above. The method of delivery of any documents is at the election and complete risk of the Shareholder tendering Shares including but not limited to the failure of the Fund to receive any Letter of Transmittal or other document. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Fund, in its sole discretion, and such determination shall be final and binding. The Fund reserves the absolute right to reject any and all tenders determined by it not to be in appropriate form or the acceptance of or payment for which would, in the opinion of counsel for the Fund, be unlawful. The Fund also reserves the right to waive any of the terms of the Offer or any defect of any tender with respect to any particular Share or any particular Shareholder, and the Fund’s interpretation of the terms of the Offer will be final and binding, unless waived, any defects

4
 

or irregularities in connection with tenders must be cured within such time as the Fund shall determine. Tenders will not be deemed to have been made until the defects or irregularities have been cured or waived. None of the Fund, the Adviser, Ultimus, the Fund’s administrator, fund accountant and transfer agent, or the Board shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur liability for failure to give such notice.

5. WITHDRAWAL RIGHTS

 

Any Shareholder tendering Shares pursuant to this Offer may withdraw such tender at any time before 11:59 P.M., Eastern Time on the Expiration Date, and at any time after forty (40) business days from the commencement of the Offer, assuming such Shareholder’s Shares have not been accepted for purchase by the Fund. To be effective, any notice of withdrawal of a tender must be timely received by the Fund by: (a) mailing or otherwise delivering a Letter of Transmittal, enclosed with this Offer, to Forum CRE Income Fund – Class I Shares, c/o Ultimus Fund Solutions, LLC, P.O. Box 541150, Omaha, NE 68154-9150 (for certified mail, return receipt requested) or to Forum CRE Income Fund, c/o Ultimus Fund Solutions, LLC, 4221 N 203rd St., Suite 100, Elkhorn, NE 68022 (for overnight mail); or (b) faxing it to the Fund at 1-402-963-9094. A tender of Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, subsequent to the withdrawal of tendered Shares, the Shares may be tendered again prior to the Expiration Date by following the procedures set forth in Section 4 of this Offer. The Notice of Withdrawal of Tender is enclosed herewith.

 

All questions as to the validity, form, eligibility (including time of receipt) of notices of withdrawal of the tender will be determined by the Fund, in its sole discretion, and such determination shall be final and binding.

6.

PURCHASES AND PAYMENT.

 

For purposes of the Offer, the Fund will be deemed to have accepted (and thereby purchased) Shares that are tendered when it gives written notice to the tendering Shareholder of its election to purchase such Shareholder’s Shares. The purchase price of the Shares tendered to and accepted for purchase by the Fund will be the net asset value thereof as of the Valuation Date. The Fund’s net asset value is the value of the Fund’s assets less its liabilities, and its net asset value per Share equals that net asset value divided by the number of the then issued and outstanding Shares.

 

The Fund expects that the purchase price for Shares acquired pursuant to the Offer, which will not exceed 5% of the Shares outstanding as of December 31, 2021 (purchased at the net asset value per Share as of the Valuation Date), will be derived from one or more of the following sources: (a) cash on hand; (b) the proceeds of the sale of securities and portfolio assets held by the Fund; and/or (c) possible borrowing. Neither the Fund nor the Board has authorized borrowing to purchase Shares tendered in connection with the Offer. Depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Board, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase amount for Shares, subject to compliance with applicable law. The Fund expects that the repayment of any amounts

5
 

borrowed will be financed from: (a) additional funds contributed to the Fund by existing or new Shareholders; and (b) from a liquidation of a portion of the Fund’s portfolio assets.

7.

CERTAIN CONDITIONS OF THE OFFER.

 

The Fund reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Shareholders of such extension. The Fund also reserves the right to adjust the Valuation Date as a result of any extension or amendment of the Offer. Accordingly, the purchase price of Shares tendered by any Shareholder will be the net asset value thereof as of March 31, 2022, or, if the Offer is extended beyond the Expiration Date, the purchase price of Shares tendered by any Shareholder will be the net asset value as of such later date as the Board will determine. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer.

 

The Fund also reserves the right, at any time and from time to time, up to and including the Expiration Date, to: (a) cancel the Offer and in the event of such cancellation not to purchase or pay for any Shares tendered pursuant to the Offer; (b) amend the Offer; and (c) postpone the acceptance of Shares. If the Fund determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open and will promptly notify Shareholders.

 

The Fund may cancel the Offer, amend the Offer or postpone the acceptance of tenders made pursuant to the Offer if: (a) the Fund would not be able to liquidate portfolio securities in a manner that is orderly and consistent with the Fund’s investment objective and policies in order to purchase Shares tendered pursuant to the Offer; (b) there is, in the judgment of the Board any: (i) legal action or proceeding instituted or threatened challenging the Offer or otherwise materially adversely affecting the Fund; (ii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the U.S. that is material to the Fund; (iii) limitation imposed by federal or state authorities on the extension of credit by lending institutions; (iv) suspension of trading on any organized exchange or over-the-counter market where the Fund has a material investment; (v) commencement of war, significant increase in armed hostilities or other international or national calamity directly or indirectly involving the U.S. that is material to the Fund; (vi) material change in the NAV of the Fund from the NAV of the Fund as of commencement of the Offer; or (vii) any other event or condition that would have a material adverse effect on the Fund or its investors if Shares tendered pursuant to the Offer were purchased; or (c) the Board determines that it is not in the best interest of the Fund to purchase Shares pursuant to the Offer.

 

There can be no assurance that the Fund will exercise its right to extend, amend or cancel the Offer or to postpone the acceptance of tenders pursuant to the Offer.

8.

CERTAIN INFORMATION ABOUT THE FUND.

 

The Fund is the sole series of a Delaware statutory trust of the same name that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end, non-diversified, management investment company. The principal executive office of the Fund is

6
 

located at 240 Saint Paul Street, Suite 400, Denver, CO 80206 and the telephone number is 1-303-501-8804.

 

Shares are not traded on any established trading market, and the transfer thereof is strictly limited by the terms of the Private Placement Memorandum and the Trust Instrument.

 

The investment adviser of the Fund is Forum Capital Advisors, LLC. Darren Fisk is the Adviser’s managing member and sole owner. The principal executive office of the Adviser is located at 240 Saint Paul Street, Suite 400, Denver, CO 80206 and its telephone number is 1-303-501-8860.

 

The Fund’s Trustees are Darren Fisk, Michael Bell, Jody Foster and David Gerstenhaber. The Fund’s Principal Executive Officer, Principal Financial Officer and Chief Compliance Officer are Darren Fisk, Derek Mullins and Cory Gossard, respectively. The address of the Trustees and the officers is C/O Forum CRE Income Fund, 240 Saint Paul Street, Suite 400, Denver, CO 80206.

 

The Fund is not aware of any plans or proposals that relate to or would result in:(i) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Fund; (ii) any purchase, sale or transfer of a material amount of assets of the Fund (other than as the Board determines may be necessary or appropriate to fund all or a portion of the purchase price for Shares acquired pursuant to the Offer or in connection with the ordinary portfolio transactions of the Fund); (iii) any material change in the present dividend rate or policy or indebtedness or capitalization of the Fund; (iv) any change in the identity of the Fund’s investment adviser, or members of the Board, or in the management of the Fund including but not limited to, any plans or proposals to change the number or the term of members of the Board, to fill any existing vacancy on the Board or to change any material term of the Fund’s Investment Advisory Agreement with the Adviser; (v) any other material change in the Fund’s corporate structure or business, including any plans or proposals to make any changes in its investment policies, for which a vote would be required by Section 13 of the 1940 Act; (vi) the acquisition by any person of additional Shares (other than the Fund’s intention to accept subscriptions for Shares on the first business day of each month and from time to time in the discretion of the Board, or the disposition of Shares (other than pursuant to tender offers to repurchase Shares approved by the Board); or (vii) any changes in the Trust Instrument or other governing instruments or other actions that could impede the acquisition of control of the Fund.

 

As of December 31, 2021, the Fund, the Adviser, any Trustee, any Officer, and any person controlling the Fund or the Adviser held (or had interest in) the below referenced Shares:[1]

Name Relationship to Fund Shares Held % of Outstanding Shares
Darren Fisk Portfolio Manager; Shareholder; Managing Member, Forum Capital Advisors, LLC 192,109.8191 3.28%1


[1] Shareholders owning voting securities in excess of twenty-five percent (25%) may determine the outcome of any matter affecting and voted on by Shareholders of the Fund.

7
 

 

Name Relationship to Fund Shares Held % of Outstanding Shares
Pat Brophy Portfolio Manager; Shareholder 30,560.9712 0.52%2
John Kerschner Portfolio Manager; Shareholder 12,970.6653 0.22%3
David Gerstenhaber Independent Trustee 126,827.8634 2.16%

 

1.Mr. Fisk is the direct 87.68% owner of Fisk Investments, LLC which directly owns all of these Shares. Mr. Fisk may be deemed to have an indirect beneficial interest in these shares.

 

2.Mr. Brophy is the direct 50% owner of Colt Properties, LLC which owns all of these Shares. Mr. Brophy may be deemed to have an indirect beneficial interest in these shares.

 

3.Mr. Kerschner is the direct beneficial owner of these Shares.

 

4.4. Mr. Gerstenhaber is the direct 100% owner of GRE II, LP which owns all of these Shares.

 

To the Fund’s knowledge, no executive officer, Trustee, or other affiliate plans to tender Shares pursuant to the Offer. Any Shares to be purchased from any Trustee, officer or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares.

 

The Fund is not aware of any contract, arrangement, understanding or relationship relating, directly or indirectly, to the Offer (whether or not legally enforceable) between: (a) the Fund, the Adviser, a Trustee or any person controlling the Fund or the Adviser; and (b) any other person, with respect to the Shares.

 

No persons have been directly or indirectly employed or retained or are to be compensated to make solicitations or recommendations in connection with the Offer.

 

The Fund previously offered to repurchase Shares as of December 31, 2021. Shares with a value of $150,000 and an additional 102,406.877 shares were tendered pursuant to that offer.

 

The Fund issues and repurchases Shares in the ordinary course of business. Otherwise, there have been no transactions known to the Fund involving Shares that were effected during the past 60 days by the Fund, the Adviser, any Trustee, any Officer or any person controlling the Fund or the Adviser.

9.         CERTAIN FEDERAL TAX CONSEQUENCES.

 

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to the purchase of Shares by the Fund for cash pursuant to the Offer. This summary does not purport to be a complete description of the income tax considerations applicable to such purchase. Shareholders should consult their own tax advisors for a complete

8
 

description of the tax consequences to them of a purchase of their Shares by the Fund pursuant to the Offer.

 

This summary assumes that Shareholders hold Shares as capital assets (generally, property held for investment). The discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations and administrative and judicial interpretations, each as of the date of this Offer and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. The Fund has neither sought nor will seek any ruling from the Internal Revenue Service, or “IRS,” regarding this Offer. This summary does not discuss any aspects of foreign, state or local tax.

 

A “U.S. Shareholder” is a beneficial owner of Shares that is for U.S. federal income tax purposes: (a) a citizen or individual resident of the United States; (b) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia; (c) a trust, if a court within the United States has primary supervision over its administration and one of more U.S. persons have the authority to control all of its substantial decisions, or the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person; or (d) an estate, the income of which is subject to U.S. federal income taxation regardless of its source. If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership.

 

A U.S. Shareholder generally will recognize taxable gain or loss if the U.S. Shareholder sells or otherwise disposes of its Shares. Such Shareholder’s gain or loss is generally calculated by subtracting from the gross proceeds the cost basis of its Shares sold or otherwise disposed of. For non-corporate U.S. Shareholders, any gain arising from a sale or disposition generally will be treated as long-term capital gain or loss if the Shareholder has held its Shares for more than one year. Otherwise, it will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of Shares held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received or undistributed capital gain deemed received, with respect to such Shares. In addition, all or a portion of any loss recognized upon a disposition of Shares may be disallowed if other Shares are purchased (whether through reinvestment of distributions or otherwise) within thirty (30) calendar days before or after the disposition.

 

The Fund may be required to withhold U.S. federal income tax, or “backup withholding,” currently at a rate of twenty-eight percent (28%), from all taxable distributions to any non-corporate U.S. Shareholder: (a) who fails to furnish the Fund with a correct taxpayer identification number or a certificate that such Shareholder is exempt from backup withholding, or (b) with respect to whom the IRS notifies the Fund that such Shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. Shareholder’s U.S. federal income tax liability and may entitle such Shareholder to a refund; provided that proper information is timely provided to the IRS.

9
 

 

10.        MISCELLANEOUS.

 

The Offer is not being made to, nor will tenders be accepted from, Shareholders in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. The Fund is not aware of any jurisdiction in which the Offer or tenders pursuant thereto would not be in compliance with the laws of such jurisdiction. However, the Fund reserves the right to exclude Shareholders from the Offer in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. The Fund believes such exclusion is permissible under applicable laws and regulations, provided the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer.

 

The Fund has filed an Issuer Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission, which includes certain information relating to the Offer summarized herein. A free copy of such statement may be obtained from the Fund by contacting the Fund at the address and telephone number set forth on page ii or from the Securities and Exchange Commission’s internet web site, http://www.sec.gov. For a fee, a copy may be obtained from the public reference office of the Securities and Exchange Commission at 100 F Street, N.E., Washington, DC 20549.

10
 

 

ANNEX A - Financial Statements

 

The following financial statements of the Fund, which the Fund has prepared and furnished to Shareholders pursuant to Rule 30e-1 under the 1940 Act and filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 30b2-1 under the 1940 Act, are incorporated by reference in their entirety into this Offer:

 

Unaudited financial statements for the semi-annual fiscal period ended June 30, 2021 previously filed via EDGAR on Form N-CSR on September 3, 2021.

11
 

EXHIBIT C

 

LETTER OF TRANSMITTAL

Regarding
Class I Shares

Forum CRE Income Fund

Tendered Pursuant to the Offer to Purchase
Dated January 21, 2022

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND
THIS LETTER OF TRANSMITTAL MUST BE RECEIVED BY THE FUND BEFORE 11:59 P.M., EASTERN TIME, ON FEBRUARY 21, 2022
UNLESS THE OFFER IS EXTENDED.

Complete This Letter Of Transmittal And Return Or Deliver To:

For Certified Mail, Return Receipt Requested:
Forum CRE Income Fund

Class I Shares

c/o Ultimus Fund Solutions, LLC

P.O. Box 541150

Omaha, NE 68154-9150


For Overnight Mail:
Forum CRE Income Fund

Class I Shares
4221 N 203rd St., Suite 100

Elkhorn, NE 60822

For additional information:

Phone: 1-303-501-8804
Fax: 1-402-963-9094

Ladies and Gentlemen:

The undersigned hereby tenders to Forum CRE Income Fund (the “Fund”), the sole series of a closed-end, non-diversified, management investment company of the same name organized under the laws of the State of Delaware, Class I Shares of the Fund (“Shares”) held by the undersigned, described and specified below, on the terms and conditions set forth in the offer to purchase, dated January 21, 2022 (“Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the “Offer”). THE TENDER AND THIS LETTER OF TRANSMITTAL ARE SUBJECT TO ALL THE TERMS SET FORTH IN THE OFFER TO PURCHASE, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE FUND TO REJECT ANY AND ALL TENDERS DETERMINED BY IT, IN ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.

 
 

The undersigned hereby sells to the Fund the Shares tendered hereby pursuant to the Offer. The undersigned hereby warrants that the undersigned has full authority to sell the Shares tendered hereby and that the Fund will acquire good title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to the sale thereof, and not subject to any adverse claim, when and to the extent the same are purchased by it. Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares in the Fund or portions thereof tendered hereby.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in Section 5 of the Offer to Purchase, this tender is irrevocable.

Remainder of page intentionally left blank.

2
 

Part 1. Name and Address:

 

Name of Shareholder:

   

 

Social Security No.

   
or Taxpayer  
Identification No.:    

 

Telephone Number:

 

( )

 

 

Part 2. Amount of Shares in the Fund being Tendered:

 

All Shares.

Portion of Shares expressed as a specific dollar value.

$___________

Portion of Shares expressed as a specific number of Shares.

___________

 

Part 3. Payment.

Cash Payment

 

Cash Payments shall be wire transferred to the following account:

 

 

 
Name of Bank

 

 
Address of Bank

 

 
ABA Number

 

 
Account Number

 

 
Name Under Which Account Is Held
3
 

 

Part 4. Signature(s).

 

 

____________________________________

Signature of Shareholder

 

 

____________________________________

Signature of Joint Shareholder or Other Person whose signature is required

 

 

____________________________________

Print Name of Shareholder

 

 

____________________________________

Print Name Joint Shareholder or Other Person whose signature is required

 

 

____________________________________

Signature of Authorized Representative (if applicable)

 

 

____________________________________

Signature of other Authorized Representative whose signature is required (if applicable)

 

 

____________________________________

Print Name of Authorized Representative (if applicable)

 

 

____________________________________

Print Name of other Authorized Representative whose signature is required (if applicable)

 

 

____________________________________

Print Title of Authorized Representative and Relationship to Shareholder (if applicable)

 

 

____________________________________

Print Title of other Authorized Representative whose signature is required and Relationship to Shareholder (if applicable)

 

Date: __________________

 

4
 

EXHIBIT D

 

NOTICE OF WITHDRAWAL OF TENDER

Regarding Class I Shares of

Forum CRE Income Fund

Tendered Pursuant to the Offer to Purchase
Dated January 21, 2022

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY
THE FUND BEFORE 11:59 P.M., EASTERN TIME, ON FEBRUARY 21, 2022
UNLESS THE OFFER IS EXTENDED.

 

For Certified Mail, Return Receipt Requested:
Forum CRE Income Fund

Class I Shares

c/o Ultimus Fund Solutions, LLC

P.O. Box 541150

Omaha, NE 68154-9150


For Overnight Mail:
Forum CRE Income Fund

Class I Shares
4221 N 203rd St., Suite 100

Elkhorn, NE 60822

For additional information:

Phone: 1-303-501-8804
Fax: 1-402-963-9094

 
 

 

Ladies and Gentlemen:

 

The undersigned wishes to withdraw the tender of its Class I Shares of Forum CRE Income Fund (“Shares”), or the tender of a portion of such Shares, for purchase by the Forum CRE Income Fund that previously was submitted by the undersigned in a Letter of Transmittal dated _____________________.

 

This tender was in the amount of:

 

All Shares.

Portion of Shares expressed as a specific dollar value.

$___________

Portion of Shares expressed as a specific number of Shares.

___________

 

The undersigned recognizes that upon the submission on a timely basis of this Notice of Withdrawal of Tender, properly executed, the Shares (or portion of the Shares) previously tendered will not be purchased by the Forum CRE Income Fund pursuant to the terms of the Offer of Purchase referenced above.

 

 

____________________________________

Signature of Shareholder

 

____________________________________

Signature of Joint Shareholder or Other Person whose signature is required

 

____________________________________

Print Name of Shareholder

 

____________________________________

Print Name Joint Shareholder or Other Person whose signature is required

 

____________________________________

Signature of Authorized Representative (if applicable)

 

____________________________________

Signature of other Authorized Representative whose signature is required (if applicable)

 

____________________________________

Print Name of Authorized Representative (if applicable)

 

____________________________________

Print Name of other Authorized Representative whose signature is required (if applicable)

 

____________________________________

Print Title of Authorized Representative and Relationship to Shareholder (if applicable)

 

____________________________________

Print Title of other Authorized Representative whose signature is required and Relationship to Shareholder (if applicable)

 

 

Date: __________________

2
 

EXHIBIT E

 

FORM OF LETTER OF ACCEPTANCE IN Connection with the Fund's Acceptance of Tenders of SHARES

 

[__________________], 2022

Dear Shareholder:

Forum CRE Income Fund (the “Fund”) has received and accepted for purchase your tender of all or a portion of your Class I Shares of the Fund (“Shares”) pursuant to its Offer to Purchase dated January 21, 2022 (the “Offer”).

Because you have tendered and the Fund has agreed to purchase all or a portion of your investment, in accordance with the terms of the Offer, you will receive a cash payment from the Fund in an amount equal to the net asset value of the Shares tendered to and purchased by the Fund as of March 31, 2022. This cash payment will be wire transferred to the account designated by you in your Letter of Transmittal dated [____________], within seven (7) business days after March 31, 2022.

Should you have any questions, please feel free to contact the Fund at 1-303-501-8804.

Sincerely,

 

Forum CRE Income Fund

 
 

 



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings