Form SC TO-I/A Clarion Partners Real Filed by: Clarion Partners Real Estate Income Fund Inc.

As filed with the Securities and Exchange Commission on January 19, 2022

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

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

OF THE SECURITIES EXCHANGE ACT OF 1934

(Final Amendment)

 

 

Clarion Partners Real Estate Income Fund Inc.

(Name of Subject Company (issuer))

Clarion Partners Real Estate Income Fund Inc.

(Name of Filing Person (offeror))

Class S Shares of Common Stock $.001 Par Value Per Share

(Title of Class of Securities)

180567109

(CUSIP Number of Class of Securities)

Class T Shares of Common Stock $.001 Par Value Per Share

(Title of Class of Securities)

180567208

(CUSIP Number of Class of Securities

Class D Shares of Common Stock $.001 Par Value Per Share

(Title of Class of Securities)

180567307

(CUSIP Number of Class of Securities

Class I Shares of Common Stock $.001 Par Value Per Share

(Title of Class of Securities)

180567406

(CUSIP Number of Class of Securities

GEORGE P. HOYT, ESQ.

SECRETARY

CLARION PARTNERS REAL ESTATE INCOME FUND INC.

100 FIRST STAMFORD PLACE, 6TH FLOOR

STAMFORD, CONNECTICUT 06902

(203) 703-7026

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

 

 

Copy to:

David W. Blass, Esq.

Benjamin C. Wells, Esq.

Simpson Thacher & Bartlett LLP

900 G Street, NW

Washington D.C 20001

(202) 636-5500

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation		Amount of Filing Fee
$8,880,011(a)		$823.18(b)

(a)	Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate maximum purchase price to be paid for 749,368 Shares in the offer, based upon the estimated net asset value per share, $11.85 as of December 3, 2021.

(b)	Calculated at $92.70 per $1,000,000 of the Transaction Valuation, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended.

 

☒	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:		$823.18		Filing Party:		Clarion Partners Real Estate Income Fund Inc.
Form or Registration No.:		Schedule TO		Date Filed:		December 13, 2021

 

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

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

 

☐

third party tender offer subject to Rule 14d-1

☒

issuer tender offer subject to Rule 13e-4

☐

going-private transaction subject to Rule 13e-3

☐

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☒

 

 

 

This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on December 13, 2021 by Clarion Partners Real Estate Income Fund Inc., a Maryland corporation (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase for cash outstanding shares of the Fund’s Common Stock, par value $0.001 per share (the “Shares”), representing up to 5.0% of the Fund’s aggregate net asset value, upon the terms and subject to the conditions contained in the Offer to Purchase dated December 13, 2021 (the “Offer to Purchase”) and the related Repurchase Request Form. As described in the offer, the Fund reserved the right to purchase outstanding Shares representing up to 2% of the Fund’s aggregate net asset value without amending or extending the offer.

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The following information is furnished pursuant to Rule 13e-4(c)(4):

 

1.

The Offer expired at 4:00 p.m., New York City time, on January 13, 2022.

 

2.

5,933.294 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer.

 

3.

The Shares were repurchased at a price of $12.09 per Share for Class T Shares as of 4:00 p.m., New York City time, on January 13, 2022.

Except as specifically provided herein, the information contained in the Statement, as amended, and the Repurchase Request Form remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Repurchase Request Form.

ITEM 12. EXHIBITS

 

EXHIBIT NO.		DESCRIPTION
(a)(5)(i)		Press release issued on January 18, 2022

 

2

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.

CLARION PARTNERS REAL ESTATE INCOME FUND INC.

By:		/s/ Jane E. Trust
Name:		Jane E. Trust
Title:		Chairman, President and Chief Executive Officer

Dated: January 19, 2022

 

3

EXHIBIT INDEX

 

EXHIBIT NO.		DESCRIPTION
(a)(1)(i)		Offer to Purchase, dated December 13, 2021*
(a)(1)(ii)		Form of Repurchase Request Form*
(a)(1)(iii)		Letter to Stockholders*
(a)(5)(i)		Press release issued on January 18, 2022 (filed herewith)
(b)(1)		Revolving Credit Agreement with Bank of America, N.A.*

 

*	Previously filed with Schedule TO-I on December 13, 2021.

 

4

Exhibit (a)(5)(i)

News Release

For Immediate Release

Contact Information:

Media:

Franklin Templeton

Lisa Tibbitts

+1 917-674-8060

[email protected]

Clarion Partners Real Estate Income Fund Inc.

Announces Results of Tender Offer

New York, NY – January 18, 2022 – Clarion Partners Real Estate Income Fund Inc. (“CPREIF” or the “Fund”) Class S Shares (CPRSX), Class T Shares (CPRTX), Class D Shares (CPRDX) and Class I Shares (CPREX) announced today the results of its issuer tender offer for up to 5.0% of the Fund’s aggregate net asset value (“NAV”), or $8.9 million, at a price per share equal to the net asset value per share of each class of common stock (a “Share”) as of the close of the trading session on the New York Stock Exchange on January 13, 2022, the date on which the tender offer expired (the “Expiration Date”).

Information relating to the results of the issuer tender offer is set forth below.

 

Class of Shares Tendered		Ticker		Shares Tendered for Repurchase and not Withdrawn		Purchase Price as of Expiration Date				Pro ration (if any)
Class T		CPRTX		5,933.294		$	12.09			N/A
Class S		CPRSX		None			—			—
Class D		CPRDX		None			—			—
Class I		CPREX		None			—			—

The tendered Shares represent less than 0.005% of the Fund’s NAV. The Fund expects to transmit payment to purchase the duly tendered and accepted Shares on or about January [18], 2022. Shares that were tendered but not accepted for payment, if applicable, and Shares that were not tendered will remain outstanding.

Any questions about the tender offer should be directed to SS&C Technologies, Inc., the Information Agent for the tender offer, toll free at (844) 534-4627.

CPREIF is a non-diversified, closed-end management investment company that continuously offers its common stock. The Fund is managed by Legg Mason Partners Fund Advisor, LLC, an indirect, wholly owned subsidiary of Franklin Resources, Inc. (“Franklin Resources”) and is sub-advised by Clarion Partners, LLC, an indirect, majority-owned subsidiary of Franklin Resources and by Western Asset Management Company, LLC, an indirect wholly-owned subsidiary of Franklin Resources.

 

Brandywine Global  •  ClearBridge Investments  •  Clarion Partners • EnTrust Global  •  Martin Currie  •  QS Investors  •  RARE Infrastructure  •  Royce & Associates  •  Western Asset Management

News Release

 

Data and commentary provided in this press release are for informational purposes only. Hard copies of the Fund’s complete audited financial statements are available free of charge upon request. For more information on CPREIF, go to www.cpreif.com.

THIS PRESS RELEASE IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF FUND SHARES. THIS PRESS RELEASE MAY CONTAIN STATEMENTS REGARDING PLANS AND EXPECTATIONS FOR THE FUTURE THAT CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON THE FUND’S CURRENT PLANS AND EXPECTATIONS, AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. ADDITIONAL INFORMATION CONCERNING SUCH RISKS AND UNCERTAINTIES ARE CONTAINED IN THE FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

About Clarion Partners

Clarion Partners, LLC, has been a leading real estate investment manager for more than 39 years. Headquartered in New York, the firm maintains strategically located offices across the United States and Europe. With $65.9 billion in total real estate and debt assets under management, Clarion Partners offers a broad range of real estate strategies across the risk/return spectrum to 500 institutional investors across the globe. More information about the firm is available at www.clarionpartners.com.

About Western Asset Management

Western Asset Management is one of the world’s leading fixed-income managers. With a focus on long-term fundamental value investing that employs a top-down and bottom-up approach, the firm has nine offices around the globe and deep experience across the range of fixed-income sectors. Founded in 1971, Western Asset has been recognized for an approach emphasizing team management and intensive proprietary research, supported by robust risk management. To learn more about Western Asset, please visit www.westernasset.com.

About Franklin Templeton

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 165 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company brings extensive capabilities in equity, fixed income, multi-asset solutions and alternatives. With offices in more than 30 countries and approximately 1,300 investment professionals, the California-based company has more than 70 years of investment experience and approximately $1.5 trillion in assets under management as of December 31, 2021. For more information, please visit franklintempleton.com.

Category: Fund Announcement

 

Brandywine Global  •  ClearBridge Investments  •  Clarion Partners • EnTrust Global  •  Martin Currie  •  QS Investors  •  RARE Infrastructure  •  Royce & Associates  •  Western Asset Management

News Release

 

Source: Franklin Resources, Inc.

Source: Legg Mason Closed End Funds

Media Contact: Fund Investor Services-1-888-777-0102

 

Brandywine Global  •  ClearBridge Investments  •  Clarion Partners • EnTrust Global  •  Martin Currie  •  QS Investors  •  RARE Infrastructure  •  Royce & Associates  •  Western Asset Management