As filed with the Securities and Exchange Commission on May 11, 2016

  

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
(Amendment No. 2)

PHILLIPS EDISON GROCERY CENTER REIT I, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

71844V 102

(CUSIP Number of Class of Securities)

Jeffrey S. Edison
Chief Executive Officer and Chairman
Phillips Edison Grocery Center REIT I, Inc.
11501 Northlake Drive
Cincinnati, Ohio 45249
(513) 554-1110

(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

With copies to:

Robert H. Bergdolt, Esq.
Andrew M. Davisson, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000

CALCULATION OF FILING FEE

(a)

Calculated as the maximum aggregate purchase price to be paid for shares of unclassified common stock.

(b)

The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $100.70 per million of the aggregate amount of cash offered by the Company.

x

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: $5,619.06
Form or Registration No.: 005-87398
Filing Party: Phillips Edison Grocery Center REIT I, Inc.
Date Filed: April 25, 2016

o

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:

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

o

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

SCHEDULE TO

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2016 (collectively with Amendment Nos. 1 and 2, the “Schedule TO”) by Phillips Edison Grocery Center REIT I, Inc., a Maryland corporation (the “Company”), to purchase for cash up to 9,300,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Shares (resulting in a commensurate increase in the dollar volume by up to approximately $22.0 million) without amending or extending the offer in accordance with rules promulgated by the Securities and Exchange Commission, at a purchase price of $6.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 25, 2016, and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(i) and (a)(ii), respectively. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.

Items 1 through 11.

Amendments to Clarify the Timing of Proration

The first paragraph below the heading “What is the purpose of the Offer?” in the Summary Term Sheet of the Offer to Purchase is hereby replaced with the following:

We are making this Offer in response to an unsolicited offer to stockholders (the “CMG Offer”) commenced on April 22, 2016 by CMG Partners, LLC, CMG Acquisition Co., LLC and CMG Income Fund II, LLC (collectively, “CMG”). In the CMG Offer, CMG initially offered to purchase up to 9,300,000 Shares at a price of $5.25 per Share in cash. On May 9, 2016, CMG amended the CMG Offer to reduce the number of Shares CMG is offering to purchase from 9,300,000 to 1,000,000. The expiration date of the CMG Offer is June 6, 2016 (unless extended). The Shares CMG is proposing to acquire constitute approximately 0.54% of our outstanding common stock.

The first paragraph under Section 1 of “The Offer” in the Offer to Purchase is hereby replaced with:

We are making this Offer in response to an unsolicited offer to stockholders (the “CMG Offer”) commenced on April 22, 2016 by CMG Partners, LLC, CMG Acquisition Co., LLC and CMG Income Fund II, LLC (collectively, “CMG”). In the CMG Offer, CMG initially offered to purchase up to 9,300,000 Shares at a price of $5.25 per Share in cash. On May 9, 2016, CMG amended the CMG Offer to reduce the number of Shares CMG is offering to purchase from 9,300,000 to 1,000,000. The expiration date of the CMG Offer is June 6, 2016 (unless extended). The Shares CMG is proposing to acquire constitute approximately 0.54% of our outstanding common stock.

Item 12. Exhibits.

The Exhibit Index appearing after the signature page hereto is incorporated by reference.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

 

 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

 

 

EXHIBIT INDEX

 

 

*

Previously filed.