4//SEC Filing
CPREF II AIV II - A, L.P. 4
Accession 0000899243-23-016759
CIK 0001037390other
Filed
Jun 29, 8:00 PM ET
Accepted
Jun 30, 4:30 PM ET
Size
19.4 KB
Accession
0000899243-23-016759
Insider Transaction Report
Form 4
Aronson Jeffrey
10% Owner
Transactions
- Other
Common Stock
2023-06-29+8,686,917→ 10,199,334 total(indirect: See footnotes)
Holdings
- 15(indirect: See footnotes)
Common Stock
CCP SBS GP, LLC
10% Owner
Transactions
- Other
Common Stock
2023-06-29+8,686,917→ 10,199,334 total(indirect: See footnotes)
Holdings
- 15(indirect: See footnotes)
Common Stock
CPREF II AIV II - A, L.P.
10% Owner
Transactions
- Other
Common Stock
2023-06-29+8,686,917→ 10,199,334 total(indirect: See footnotes)
Holdings
- 15(indirect: See footnotes)
Common Stock
CPREF II Cayman GP Ltd.
10% Owner
Transactions
- Other
Common Stock
2023-06-29+8,686,917→ 10,199,334 total(indirect: See footnotes)
Holdings
- 15(indirect: See footnotes)
Common Stock
Transactions
- Other
Common Stock
2023-06-29+8,686,917→ 10,199,334 total(indirect: See footnotes)
Holdings
- 15(indirect: See footnotes)
Common Stock
CPREF II AIV II - B, L.P.
10% Owner
Transactions
- Other
Common Stock
2023-06-29+8,686,917→ 10,199,334 total(indirect: See footnotes)
Holdings
- 15(indirect: See footnotes)
Common Stock
Transactions
- Other
Common Stock
2023-06-29+8,686,917→ 10,199,334 total(indirect: See footnotes)
Holdings
- 15(indirect: See footnotes)
Common Stock
Footnotes (7)
- [F1]These securities are held by IR Parent, LLC ("Parent").
- [F2]These securities are held by CB IR Holdings, L.P. ("CB IR Holdings").
- [F3]CB IR Holdings is the controlling member of Parent. Centerbridge Partners Real Estate Associates II, L.P. ("Centerbridge GP") is the general partner of CB IR Holdings. CPREF II Cayman GP Ltd. ("Cayman GP") is the general partner of Centerbridge GP. Jeffrey H. Aronson, indirectly, through various intermediate entities controls CB IR Holdings and Parent and, as such, Mr. Aronson may be deemed to beneficially own the securities held by CB IR Holdings and Parent.
- [F4]On June 29, 2023, the Issuer, Parent, and IR Merger Sub II, Inc., a Maryland corporation and a wholly-owned subsidiary of Parent ("Merger Sub" and, together with Parent, the "Parent Parties"), consummated the transactions contemplated by that Agreement and Plan of Merger, dated as of February 22, 2023 (the "Merger Agreement"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"). Upon completion of the Merger, the Issuer survived and the separate corporate existence of Merger Sub ceased. Immediately prior to the Merger, Parent held 8,686,917 shares of Merger Sub, as the sole stockholder of Merger Sub, which shares were converted into shares of common stock of the entity surviving the Merger in connection with the Merger, on the terms and conditions set forth in the Merger Agreement.
- [F5]Immediately prior to the Merger, each of CPREF II AIV II - A, L.P. ("CPREF II A"), CPREF II AIV II - B, L.P. ("CPREF II B") and Centerbridge Partners Real Estate Fund SBS II, L.P. ("SBS II") contributed an aggregate of 1,512,432 shares of Common Stock, representing all the shares of Common Stock held by them, to CB IR Holdings, which then directly or indirectly contributed 1,512,417 of such shares to Parent in return for a direct or indirect equity ownership in Parent. Each issued and outstanding share of Common Stock held by the Parent Parties or any of their respective affiliates that were issued and outstanding as of the Merger effective time were unaffected by the Merger and remained issued and outstanding as one share of common stock of the entity surviving the Merger.
- [F6]For purposes of this filing, "Reporting Persons" means, as applicable, CPREF II A, CPREF II B, SBS II, Centerbridge GP, CCP GP, Cayman GP and Mr. Aronson.
- [F7]The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein and each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Act, except to the extent of such Reporting Person's pecuniary interest therein.
Documents
Issuer
INDUS REALTY TRUST, INC.
CIK 0001037390
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001906509
Filing Metadata
- Form type
- 4
- Filed
- Jun 29, 8:00 PM ET
- Accepted
- Jun 30, 4:30 PM ET
- Size
- 19.4 KB