0000899243-23-016759.txt : 20230630 0000899243-23-016759.hdr.sgml : 20230630 20230630163007 ACCESSION NUMBER: 0000899243-23-016759 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230629 FILED AS OF DATE: 20230630 DATE AS OF CHANGE: 20230630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CPREF II AIV II - A, L.P. CENTRAL INDEX KEY: 0001906509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231062159 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5000 MAIL ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aronson Jeffrey CENTRAL INDEX KEY: 0001425800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231062154 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCP SBS GP, LLC CENTRAL INDEX KEY: 0001667831 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231062160 BUSINESS ADDRESS: STREET 1: C/O CENTERBRIDGE PARTNERS, L.P. STREET 2: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2126725000 MAIL ADDRESS: STREET 1: C/O CENTERBRIDGE PARTNERS, L.P. STREET 2: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Centerbridge Partners Real Estate Associates II, L.P. CENTRAL INDEX KEY: 0001906535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231062156 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5000 MAIL ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CPREF II AIV II - B, L.P. CENTRAL INDEX KEY: 0001906515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231062158 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5000 MAIL ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CPREF II Cayman GP Ltd. CENTRAL INDEX KEY: 0001906516 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231062155 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5000 MAIL ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Centerbridge Partners Real Estate Fund SBS II, L.P. CENTRAL INDEX KEY: 0001906522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 231062157 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-5000 MAIL ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INDUS REALTY TRUST, INC. CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 060868486 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122187910 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN INDUSTRIAL REALTY, INC. DATE OF NAME CHANGE: 20150515 FORMER COMPANY: FORMER CONFORMED NAME: GRIFFIN LAND & NURSERIES INC DATE OF NAME CHANGE: 19970408 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-29 1 0001037390 INDUS REALTY TRUST, INC. INDT 0001667831 CCP SBS GP, LLC 375 PARK AVE, 11TH FLOOR NEW YORK NY 10152 0 0 1 0 0001906509 CPREF II AIV II - A, L.P. 375 PARK AVE, 11TH FLOOR NEW YORK NY 10152 0 0 1 0 0001906515 CPREF II AIV II - B, L.P. 375 PARK AVE, 11TH FLOOR NEW YORK NY 10152 0 0 1 0 0001906522 Centerbridge Partners Real Estate Fund SBS II, L.P. 375 PARK AVE, 11TH FLOOR NEW YORK NY 10152 0 0 1 0 0001906535 Centerbridge Partners Real Estate Associates II, L.P. 375 PARK AVE, 11TH FLOOR NEW YORK NY 10152 0 0 1 0 0001906516 CPREF II Cayman GP Ltd. 375 PARK AVE, 11TH FLOOR NEW YORK NY 10152 0 0 1 0 0001425800 Aronson Jeffrey 375 PARK AVE, 11TH FLOOR NEW YORK NY 10152 0 0 1 0 0 Common Stock 2023-06-29 4 J 0 8686917 A 10199334 I See footnotes Common Stock 15 I See footnotes These securities are held by IR Parent, LLC ("Parent"). These securities are held by CB IR Holdings, L.P. ("CB IR Holdings"). 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. 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. 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. 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. 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. CPREF II AIV II - A, L.P., By: Centerbridge Partners Real Estate Associates II, L.P., its general partner, By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 2023-06-30 CPREF II AIV II - B, L.P., By: Centerbridge Partners Real Estate Associates II, L.P., its general partner, By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 2023-06-30 CENTERBRIDGE PARTNERS REAL ESTATE FUND SBS II, L.P., By: CCP SBS GP, LLC, its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 2023-06-30 CENTERBRIDGE PARTNERS REAL ESTATE ASSOCIATES II, L.P., By: CPREF II Cayman GP Ltd., its general partner, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 2023-06-30 CPREF II CAYMAN GP LTD., By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 2023-06-30 CCP SBS GP, LLC, By: /s/ Susanne V. Clark, Name: Susanne V. Clark, Title: Authorized Signatory 2023-06-30 JEFFREY H. ARONSON, /s/ Jeffrey H. Aronson 2023-06-30