CRE Care Investment Trust Inc. Common Stock

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO
(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

CARE INVESTMENT TRUST INC.

(Name of Subject Company and Name of Filing Persons (Offeror))

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

141657106
(CUSIP Number of Class of Securities)

Paul F. Hughes
Chief Compliance Officer and Secretary
Care Investment Trust Inc.
505 Fifth Avenue, 6th Floor
New York, New York 10017
(212) 771-0505

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)

Copies to:
Karen A. Dewis, Esq.
Thomas P. Conaghan, Esq.
McDermott Will & Emery LLP
600 Thirteenth Street, NW
Washington, DC 20005

CALCULATION OF FILING FEE

	Transaction Valuation			Amount of Filing Fee

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 date of its filing.

Amount Previously Paid:		Filing Party:
Form or Registration No.:		Date Filed:

þ		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:

o		Third-party tender offer subject to Rule 14d-1.

þ		Issuer tender offer subject to Rule 13e-4.

þ		Going-private transaction subject to Rule 13e-3.

o		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: o .

 

 

Item 1.01		Entry into a Material Definitive Agreement.

     On July 6, 2010, Care Investment Trust Inc. (“Care”) and Tiptree Financial Partners, L.P., a Delaware limited partnership (“Tiptree”) agreed to amend the Purchase and Sale Agreement (the “Agreement”) entered into on March 16, 2010, to extend the “Outside Date” as defined in the Agreement from August 31, 2010 to September 30, 2010. The foregoing is qualified in its entirety by the amendment to the Agreement which is attached as Exhibit 10.1 to this report and incorporated herein by reference.

     The Agreement between Care and Tiptree contemplates an issuance of common stock to Tiptree and a concurrent cash tender offer (the “Tender Offer”) to be made by Care to its stockholders (and together with the stock issuance, the “Transaction”). In connection with the Transaction, the Company intends to file a Proxy Statement with the SEC in connection with our Board’s solicitation of stockholder approval for the issuance of common stock to Tiptree. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE TRANSACTION AND THE DIRECT OR INDIRECT INTERESTS OF OUR BOARD MEMBERS AND EXECUTIVE OFFICERS IN CONNECTION WITH THE TRANSACTION. The Proxy Statement (when it becomes available) may be obtained free of charge on the SEC’s website at www.sec.gov . In addition, investors and security holders may obtain free copies of the Proxy Statement after it is filed with the SEC by contacting our Secretary and Chief Compliance Officer, Paul F. Hughes at (212) 771-0505 or in writing to Care Investment Trust Inc., 505 Fifth Avenue, 6th Floor, New York, New York 10017, Attention: Paul F. Hughes, Secretary and Chief Compliance Officer or by accessing the Company’s website at www.carereit.com . Investors and security holders are urged to read the Proxy Statement before making any voting decision with respect to the matters contemplated therein.

     In addition, in connection with the Tender Offer, the Company intends to file with the SEC a Schedule TO which will contain our formal offer to purchase from our stockholders common stock in the Tender Offer, and associated transmittal materials. You are urged to read the information in the Schedule TO, and the Offer to Purchase that will be filed therewith, when it becomes available because it will contain important information. As with the Proxy Statement, the Schedule TO, and the Offer to Purchase that will be filed therewith (when they become available), may be obtained free of charge at the SEC’s website at www.sec.gov . In addition, investors and security holders may obtain free copies of the Schedule TO after it is filed with the SEC by contacting our Secretary and Chief Compliance Officer, Paul F. Hughes at (212) 771-0505 or in writing to Care Investment Trust Inc., 505 Fifth Avenue, 6th Floor, New York, New York 10017, Attention: Paul F. Hughes, Secretary and Chief Compliance Officer or by accessing the Company’s website at www.carereit.com . Security holders are urged to read the Schedule TO because it will contain important information.

Item 9.01		Exhibits

     (d) Exhibits

The following exhibit is filed as part of this Report to the extent described in Item 1.01.

Exhibit No.				Description of Document
	10.1			First Amendment to Purchase and Sale Agreement by and between Care Investment Trust Inc. and Tiptree Financial Partners, L.P., dated as of July 6, 2010.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 7, 2010

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