Transcontinental Realty Investors, Inc Announces Preliminary Number of Shares Received in Tender Offer Which Has Been Extended to January 29, 2025

Rhea-AI Summary

Transcontinental Realty Investors (NYSE: TCI) announced preliminary results of its tender offer to purchase up to 100,000 shares of Income Opportunity Realty Investors (NYSE American: IOR) at $18 per share. As of January 15, 2025, approximately 126,915 shares had been tendered, exceeding the initial target by 26%. Of these, 121,358 shares are from CEDE and 5,557 from holders of record.

The tender offer has been extended to January 29, 2025 at 5 PM New York City time. TCI has not yet decided whether to purchase all tendered shares beyond the initial 100,000 target, eliminating the need for pro-ration. Shareholders can withdraw their tendered shares before the expiration time according to the Withdrawal Rights in the Offer to Purchase.

Positive

• Tender offer received strong response with 26% more shares tendered than targeted
• Company has flexibility to purchase all tendered shares beyond initial 100,000 target

Negative

• Extended deadline could indicate uncertainty in decision-making process
• Potential higher cash outlay if company decides to purchase all tendered shares

Insights

Financial Analyst

The tender offer dynamics reveal strategic market positioning by TCI. With 126,915 shares tendered against a target of 100,000 shares at $18 per share, the 26% oversubscription indicates strong shareholder interest. The extension to January 29, 2025, coupled with TCI's option to purchase all tendered shares without pro-ration, suggests potential for larger capital deployment than initially planned. At the offered price, the base tender would require $1.8 million in capital, while accepting all tendered shares would increase the commitment to approximately $2.28 million.

The tender structure, bypassing traditional dealer managers and avoiding soliciting dealer fees, demonstrates cost-efficient capital market operations. This could translate to reduced transaction costs, benefiting both TCI and participating shareholders. The higher-than-expected tender participation might indicate that $18 per share represents an attractive premium to market participants' valuation of IOR shares.

Market Research Analyst

The tender offer's oversubscription provides valuable market sentiment data. The strong response, particularly from institutional holders (CEDE) with 121,358 shares versus retail investors' 5,557 shares, suggests institutional investors view this as an attractive exit opportunity. This institutional-heavy response pattern typically indicates sophisticated market participants' assessment of fair value and liquidity preferences.

The extension strategy maintains market optionality while allowing TCI to potentially increase its influence over IOR. For retail investors, the simplified explanation is: more shareholders want to sell their shares than TCI initially planned to buy and TCI is now considering whether to buy all the extra shares. This could mean TCI sees more value in acquiring a larger stake than originally targeted, potentially affecting both companies' future market positions.

DALLAS--(BUSINESS WIRE)-- Transcontinental Realty Investors, Inc. (NYSE: TCI) announced today that as of the initial scheduled expiration time on January 15, 2025 at 5 pm local New York City time the Depositary for the previously announced tender offer to purchase up to 100,000 shares of common stock, par value $0.01 per share (the “Shares”) of Income Opportunity Realty Investors, Inc. (NYSE American: IOR) for $18 per Share, net to the seller in cash without interest and less any required withholding taxes (the “Offer”), which has been extended to 5 pm local New York City time on January 29, 2025 that at least 126,915 Shares had been tendered and not withdrawn from the tender offer. All terms and conditions of the tender offer remain unchanged.

Equiniti Trust Company, LLC, as the Depositary for the offer, advised that of the Shares tendered, approximately 121,358 Shares are from CEDE and 5,557 Shares are from holders of record. While the number of Shares tendered as of the initial scheduled expiration exceeded by approximately 26% the number of Shares sought by the limited tender offer, TCI does have the right to purchase all Shares tendered and eliminate any pro-ration of Shares. TCI has not yet made any determination on whether to purchase all Shares tendered and will not make such determination until the scheduled January 29, 2025 expiration time. Holders of Shares tendered to the Depositary may withdraw Shares prior to the Expiration Time of 5 pm New York City time on January 29, 2025 in accordance with the Withdrawal Rights described in Section 4 of the Offer to Purchase.

The Offer to Purchase and related tender offer materials have been filed with the SEC. IOR stockholders who need additional copies of the Offer to Purchase and related tender offer materials or who have questions regarding the Offer should contact D.F. King & Co., Inc., the information agent for the tender offer at toll free (800) 431-9643 or by email to ior@dfking.com. There is no dealer manager for the tender offer and no soliciting dealer fees will be paid in the tender offer.

About Transcontinental Realty Investors, Inc.

Transcontinental Realty Investors, Inc., a Nevada corporation is a Dallas based real estate investment company holding a diverse portfolio of equity real estate located across the U.S., including office buildings, multifamily and developed and undeveloped land. The company invests in real estate through direct ownership, leases and partnerships and invests in mortgage loans on real estate. The company also holds mortgage receivables. For more information, visit the website at www.transconrealty-invest.com.

About Income Opportunity Realty Investors, Inc.

Income Opportunity Realty Investors, Inc., a Nevada corporation is a Dallas based real estate investment company, currently holds a portfolio of notes receivable. The company also invests in real estate through direct equity ownership and partnerships. For more information, visit the website at www.incomeopp-realty.com.

Important Information about the Tender Offer

This press release is for informational purposes only and does not constitute an offer to purchase Shares of IOR common stock, a solicitation to sell such Shares or a solicitation/recommendation statement under the rules and regulations of the SEC. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO, as amended (including the Offer to Purchase, Letter of Transmittal and related Tender Offer documents) which have been filed by the Offeror with the SEC. These documents contain important information and stockholders of IOR are strongly advised to carefully read these documents in their entirety before making any decision regarding tendering their Shares. The Offer to Purchase and certain other tender offer documents are available to all stockholders of IOR at no expense to them. These documents may be obtained at no charge at the SECs website at www.sec.gov. The Tender Offer Statement and related materials may also be obtained at no charge by directing a request by mail or email to the Information Agent for the Tender Offer, D.F. KING & Co., Inc., 48 Wall Street, 22^nd Floor, New York, NY, 10005, or by calling toll free (800) 431-9643 or by email at ior@dfking.com.

Cautionary Statements

Statements in this press release that are not historical, including statements regarding TCI’s beliefs, expectations, and strategies constitute “forward-looking statements” within the meaning of the federal securities laws. These statements are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Important factors that could cause the differences are discussed in TCI’s reports on Form 10-Q, 10-K and 8-K that TCI periodically files with the SEC. These factors include TCI’s revenue and expenses, TCI’s capital needs, TCI’s dependence on significant matters, risks that TCI may incur significant costs related to certain insurance retention levels. TCI does not undertake to update any forward-looking statements in this press release. Copies of TCI’s SEC filings, including its annual report on Form 10-K and quarterly reports on Form 10-Q may be obtained by contacting www.sec.gov or at the SEC Filing Section of TCI’s website at www.transconrealty-invest.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250116128601/en/

Transcontinental Realty Investors, Inc.

Investor Relations

Erik Johnson (469) 522-4200

investorrelations@transconrealty-invest.com

Source: Transcontinental Realty Investors, Inc.

FAQ

How many shares were tendered in TCI's offer for IOR stock as of January 15, 2025?

As of January 15, 2025, 126,915 shares were tendered, with 121,358 shares from CEDE and 5,557 shares from holders of record.

What is the purchase price per share in TCI's tender offer for IOR stock?

TCI is offering $18 per share, net to the seller in cash without interest and less any required withholding taxes.

When is the new expiration date for TCI's tender offer?

The tender offer has been extended to January 29, 2025, at 5 PM New York City time.

Will TCI purchase all tendered shares above the 100,000 target?

TCI has not yet made a determination on whether to purchase all shares tendered and will not decide until the January 29, 2025 expiration time.

How can shareholders withdraw their tendered shares in TCI's offer?

Shareholders can withdraw their tendered shares before the January 29, 2025 expiration time in accordance with the Withdrawal Rights described in Section 4 of the Offer to Purchase.