This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D relates to the
Common Stock, $0.01 par value per share (“Common Stock”), of INDUS Realty Trust, Inc., a Maryland corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on November 25, 2022, as
amended by Amendment No. 1 filed on November 28, 2022 and Amendment No. 2 filed on February 23, 2023 (as so amended, the “Schedule 13D”). Except as specifically amended by this Amendment No. 3, the Schedule 13D
remains in full force and effect. The principal offices of the Issuer are located at 641 Lexington Avenue, New York, NY 10022. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the
Schedule 13D.
| Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following as the final paragraph of Item 3:
The total consideration paid by Parent (as defined below) in connection with the Merger (as defined below) and other transactions described in
Item 4 in respect of the Common Stock was approximately $582 million, which was funded through a combination of equity and debt financing. At the effective time of the Merger (the “Effective Time”), on the terms and subject to the
conditions of the Merger Agreement, each share of Common Stock other than those held by the Parent Parties (as defined below) or any of their respective affiliates and certain other shares of Common Stock specified in the Merger Agreement, was
cancelled, extinguished and converted into the right to receive $67.00 in cash, without interest thereon. 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.
Item 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Items 3 of this Schedule 13D and the cover pages
of this Schedule 13D is hereby incorporated by reference into this Item 5.
On June 29, 2023, the Issuer, IR Parent, LLC, a Delaware
limited liability company (“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 the 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. The Parent Parties are affiliates of the Reporting Persons and GIC Real Estate, Inc.
Following the consummation of the Merger, the Issuer notified The Nasdaq Stock Market that the Merger had been completed, and requested that
The Nasdaq Stock Market suspend trading of the Common Stock on The Nasdaq Stock Market. The Company also requested that The Nasdaq Stock Market file with the SEC a notification of removal from listing and registration on Form 25 to effectuate the
delisting of all shares of Common Stock from The Nasdaq Stock Market and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, shares of the Common
Stock will no longer be listed on The Nasdaq Stock Market. In addition, the Issuer intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of the Common Stock under Section 12(g) of the
Exchange Act and the suspension of the Issuer’s reporting obligations under Section 13 of the Exchange Act with respect to all shares of Common Stock.
Immediately prior to the Merger, each of the Centerbridge Funds 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, L.P., 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. 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. 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 immediately prior to the Effective Time were unaffected by the Merger and remained
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