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EX-99.1 - Parking REIT, Inc.tender_offer_response.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 5, 2018
 
 
The Parking REIT Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Maryland
333-205893
47-3945882
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
 
2965 S. Jones #C1-100,
LAS VEGAS, NV
89146
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
Registrant's telephone number, including area code: (702) 534-5577
 
 
N/A
(Former name or former address, if changed since last report)
_____________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
   
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 



Item 8.01. Other Events.

Recommendation to Reject Mini-Tender Offer
 
On March 5, 2018, The Parking REIT, Inc. (the "Company") circulated a letter to its stockholders setting forth the reasons for the recommendation by the Board of Directors (the "Board") of the Company that the Company's stockholders reject the unsolicited "mini-tender" offer by MacKenzie Realty Capital, Inc. (the "Bidder") for up to 320,000 shares of the Company's common stock, par value $0.0001 per share, which represents approximately 4.9% of the outstanding shares of common stock. The Board does not endorse the Bidder's unsolicited mini-tender offer and recommends that stockholders do not tender their shares to the Bidder. Stockholders who have already tendered their shares may withdraw them at any time prior to 11:59 p.m., Pacific Time, on April 9, 2018, in accordance with the Bidder's offering documents.
 
The letter to stockholders is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 Item 9.01  Financial Statements and Exhibits.
 (d) Exhibits.
 
           
Exhibits
 
Description
 
 
 
99.1
 
Letter to Stockholders, dated as of March 5, 2018
 




SIGNATURE
 
 
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.
















Dated: March 7, 2018
 
THE PARKING REIT, INC.
 
/s/ Ed Bentzen 
By: Ed Bentzen
Chief Financial Officer