CRE Care Investment Trust Inc. Common Stock

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Schedule TO/A

 

 

(Rule 14d-100)

(Amendment No. 3)

 

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 (Issuer))

 

 

 

 

Care Investment Trust Inc. (Issuer)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

 

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

Telephone: (212) 771-0505

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

Notices and Communications on Behalf of Filing Persons)

 

 

 

 

Copy to:

 

Karen A. Dewis, Esq.

Thomas P. Conaghan, Esq.

McDermott Will & Emery LLP

600 13th Street, N.W.

Washington, D.C. 20005-3096

Telephone: (202) 756-8000

 

 

 

 

CALCULATION OF FILING FEE

 

 

 

 

 

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

 

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

 

INTRODUCTION

 

This Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO (as amended from time to time, this “Schedule TO/13E-3”) relates to the tender offer by Care Investment Trust Inc., a Maryland corporation (“Care,” “we,” “us” or the “Company”), to purchase up to all outstanding shares of its common stock, par value $0.001 per share, or such lesser number of shares as is properly tendered and not properly withdrawn, at a price of $9.00 per share, net to the tendering stockholder in cash, less any applicable withholding taxes and without interest pursuant to the purchase and sale agreement, dated March 16, 2010 (the “Purchase Agreement”), between Care and Tiptree Financial Partners, L.P., a Delaware limited partnership (“Tiptree”). Care’s offer is being made upon the terms and subject to the conditions set forth in the offer to purchase, dated July 15, 2010 (the “Offer to Purchase”), and the accompanying letter of transmittal (the “Letter of Transmittal”), which together, as each may be amended or supplemented from time to time, constitute the tender offer (“Tender Offer”).

 

This Schedule TO/13E-3 also relates to the special meeting of the stockholders of Care, at which Care’s stockholders will be asked to approve the issuance of shares of Company common stock to be issued to Tiptree pursuant to the terms of the Purchase Agreement, contemplated by the Proxy Statement on Schedule 14A (the “Proxy Statement”) filed by the Company concurrently herewith (the “Tiptree Share Purchase” and together with the Tender Offer, the “Tiptree Transaction”).

 

This Schedule TO/13E-3 is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 13e-3 of the Exchange Act for the Tiptree Transaction. The information contained in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are attached to this Schedule TO/13E-3 as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference in response to all of the items of Schedule TO as more particularly described below, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO and is supplemented by the information specifically provided herein, except as otherwise set forth below. Additionally, cross references to the Proxy Statement are included below pursuant to Schedule 13E-3 and reference the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all appendices thereto, is incorporated herein by reference in response to all items of Schedule 13E-3 as more particularly described below.

 

 

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference. The information set forth under “Summary Term Sheet” in the Proxy Statement is incorporated herein by reference.

 

 

(a)  Name and Address.   The name of the issuer is Care Investment Trust Inc. The address of the principal executive offices of Care Investment Trust Inc. is 505 Fifth Avenue, 6th Floor, New York, New York 10017. The telephone number of the principal executive offices of Care Investment Trust Inc. is (212) 771-0505.

 

(b)  Securities.   The information set forth in Section 4 of the Offer to Purchase (“The Tender Offer — Introduction”) is incorporated herein by reference. The information set forth under “Outstanding Shares; Price Range of Shares; Dividends; Prior Stock Purchases” in the Proxy Statement is incorporated herein by reference.

 

(c)  Trading Market and Price.   The information set forth in Section 10 of the Offer to Purchase (“The Tender Offer — Price Range of Shares; Dividends; Prior Stock Purchases”) is incorporated herein by reference. The information set forth under “Outstanding Shares; Price Range of Shares; Dividends; Prior Stock Purchases” in the Proxy Statement is incorporated herein by reference.

 

 

(a) Care Investment Trust Inc. is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth in Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein

by reference. The information set forth under “Interests of Certain Persons in the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

 

(a)  Material Terms.   The following sections of the Offer to Purchase contain information regarding the material terms of the transaction and are incorporated herein by reference:

 

 

 

 

 

 

The information set forth under “Summary Term Sheet” and “Special Factors” in the Proxy Statement is incorporated herein by reference.

 

(b)  Purchases.   The information set forth in the Introduction to the Offer to Purchase and in Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference. The information set forth under “Interests of Certain Persons in the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

 

(e)  Agreements Involving the Subject Company’s Securities.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) and Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference. The information set forth under “Special Factors — Reasons for the Tiptree Transaction” and “Interests of Certain Persons in the Tiptree Transaction” in the Proxy Statement is incorporated by reference.

 

 

(a); (b); (c) Purposes; Use of Securities Acquired; Plans .  The information set forth in the Summary Term Sheet of the Offer to Purchase and Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree

Transaction; Certain Effects of the Tiptree Transaction”) which contain information regarding the purposes of the transaction, use of securities acquired and plans is incorporated herein by reference.

 

(b); (c) Use of Securities Acquired; Plans .  The information set forth under “Special Factors — Reasons for the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

 

(a); (b); (d) Source of Funds; Conditions; Borrowed Funds . The information set forth in Section 11 of the Offer to Purchase (“The Tender Offer — Source and Amount of Funds”) is incorporated herein by reference. The information set forth under “Source and Amounts of Funds or Other Consideration” in the Proxy Statement is incorporated herein by reference.

 

 

(a); (b) Securities Ownership; Securities Transactions . The information set forth in Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference. The information set forth under “Interests of Certain Persons in the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

 

(a)  Solicitations or Recommendations.   The information set forth in Section 17 of the Offer to Purchase (“The Tender Offer — Fees and Expenses”) is incorporated herein by reference.

 

 

(a)  Financial Information.

 

 

 

 

(b)  Pro Forma Information .

 

 

 

 

 

(a)  Agreements; Regulatory Requirements and Legal Proceedings.   The information set forth in Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 12 of the Offer to Purchase (“The Tender Offer — Certain Information Concerning the Company”), Section 14 of the Offer to Purchase (“The Tender Offer — Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”), and Section 15 of the Offer to Purchase (“The Tender Offer — Certain Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

 

(b)  Other Material Information.   The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The information set forth in the Proxy Statement is incorporated herein by reference.

 

 

 

 

 

(d)  Dividends.   The information set forth in Section 10 of the Offer to Purchase (“Price Range of Shares; Dividends; Prior Stock Purchases”) is incorporated herein by reference. The information set forth under “Outstanding Shares; Price Range of Shares; Dividends; Prior Stock Purchases” in the Proxy Statement is incorporated herein by reference.

 

(e)  Prior Public Offerings.   The information set forth in Section 12 of the Offer to Purchase (“The Tender Offer — Certain Information Concerning the Company”) is incorporated herein by reference. The information set forth under “Description of Business” in the Proxy Statement is incorporated herein by reference.

 

(f)  Prior Stock Purchases.   The information set forth in Section 10 of the Offer to Purchase (“Price Range of Shares; Dividends; Prior Stock Purchases”) is incorporated herein by reference. The information set forth under

“Outstanding Shares; Price Range of Shares; Dividends; Prior Stock Purchases” in the Proxy Statement is incorporated herein by reference.

 

 

(b)  Business and Background of Entities.   The information required by Item (b) of Item 1003 of Regulation M-A is not applicable.

 

(c)  Business and Background of Natural Persons.   The information required by Item (c) of Item 1003 of Regulation M-A is not applicable.

 

 

(c)  Different Terms.   The information required by Item (c) of Item 1004 of Regulation M-A is not applicable.

 

(d)  Appraisal Rights.   The information required by Item (d) of Item 1004 of Regulation M-A is not applicable.

 

(e)  Provisions for Unaffiliated Security Holders.   The information required by Item (e) of Item 1004 of Regulation M-A is not applicable.

 

(f)  Eligibility for Listing or Trading.   The information required by Item (f) of Item 1004 of Regulation M-A is not applicable.

 

 

(a)  Transactions.   The information set forth in Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference. The information set forth under “Special Factors — Reasons for the Tiptree Transaction” and “Interests of Certain Persons in the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(b)  Significant Corporate Events.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tender Offer; Certain Effects of the Tender Offer”) and Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference. The information set forth under “Special Factors — Reasons for the Tiptree Transaction” and “Interests of Certain Persons in the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(c)  Negotiations or Contacts.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) and Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference. The information set forth under “Special Factors — Reasons for the Tiptree Transaction” and “Interests of Certain Persons in the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

 

(a)  Purposes.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Purposes of the Tiptree Transaction” and “Special Factors — Certain Effects of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(b)  Alternatives.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Other Plans or Alternatives” in the Proxy Statement is incorporated herein by reference.

 

(c)  Reasons.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Purposes of the Tiptree Transaction” and “Special Factors — Certain Effects of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(d)  Effects.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”), Section 3 of the Offer to Purchase (“Special Factors — Material U.S. Federal Income Tax Consequences”) and Section 14 of the Offer to Purchase (“The Tender Offer — Effects of the Tender Offer on the Market for Shares; Registration under the Exchange Act”) is incorporated herein by reference. The information set forth under “Special Factors — Certain Effects of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

 

(a)  Fairness.   The information set forth in Section 1 of the Offer to Purchase (“Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference.

 

(b)  Factors Considered in Determining Fairness.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Fairness of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(c)  Approval of Security Holders.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Fairness of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(d)  Unaffiliated Representative.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Fairness of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(e)  Approval of Directors.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Fairness of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(f)  Other Offers.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Fairness of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

 

(a)  Report, Opinion or Appraisal.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Purposes of the Tiptree Transaction” and “Special Factors — Certain Effects of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(b)  Preparer and Summary of the Report, Opinion or Appraisal.   The information set forth in Section 1 of the Offer to Purchase (“Special Factors — Reasons for the Tiptree Transaction; Certain Effects of the Tiptree Transaction”) is incorporated herein by reference. The information set forth under “Special Factors — Purposes of the Tiptree Transaction” and “Special Factors — Certain Effects of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(c)  Availability of Documents.   The information required by Item (c) of Item 1015 of Regulation M-A is not applicable. The information set forth under “Special Factors — Purposes of the Tiptree Transaction” and “Special Factors — Certain Effects of the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

 

(c)  Expenses.   The information set forth in Section 17 of the Offer to Purchase (“The Tender Offer — Fees and Expenses”) is incorporated herein by reference. The information set forth under “Fees and Expenses” in the Proxy Statement is incorporated herein by reference.

 

 

(d)  Intent to Tender or Vote in a Going-Private Transaction.   The information set forth in Section 2 of the Offer to Purchase (“Special Factors — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference. The information set forth under “Interests of Certain Persons in the Tiptree Transaction” in the Proxy Statement is incorporated herein by reference.

 

(e)  Recommendations of Others.   The information required by Item (e) of Item 1012 of Regulation M-A is not applicable.

 

 

(b)  Employees and Corporate Assets.   The information required by Item (b) of Item 1009 of Regulation M-A is not applicable.

 

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.

 

CARE INVESTMENT TRUST INC.

 

Name:      Paul F. Hughes

 

Dated: July 15, 2010

 

EXHIBIT INDEX

 

 

 

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