Transaction Valuation: | Amount of Filing Fee*: |
$57,174,269 (a) | $6,627 (b) |
(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 $115.90 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: $6,375 | Filing Party: Dividend Capital Diversified Property Fund Inc. |
Form or Registration No.: 005-85609 | Date Filed: November 9, 2016 and November 23, 2016 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1. |
x | issuer tender offer subject to Rule 13e-4. |
o | going-private transaction subject to Rule 13e-3. |
o | amendment to Schedule 13D under Rule 13d-2. |
o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
o | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Date: December 19, 2016 | Dividend Capital Diversified Property Fund Inc. | ||
By: | /s/ M. Kirk Scott | ||
M. Kirk Scott | |||
Chief Financial Officer and Treasurer |
(a)(i)* | Offer to Purchase, dated November 9, 2016 |
(a)(ii)* | Form of Letter of Transmittal (including Instructions to Letter of Transmittal and Odd Lot Certification Form) |
(a)(iii)* | Summary Advertisement, dated November 9, 2016 |
(a)(iv)* | Excerpt of disclosure from Supplement No. 6 to the prospectus for the Company’s ongoing offering of Class A, Class W and Class I shares of common stock |
(a)(v)* | Letter Provided to Stockholders Requesting Ordinary Redemptions of Class E Shares Under Class E Share Redemption Program |
(a)(vi)* | Supplement to Offer to Purchase, dated November 23, 2016 |
(a)(vii)* | Excerpt of disclosure from Supplement No. 2 to the prospectus for the Company’s ongoing offering of Class A, Class W and Class I shares of common stock, dated November 23, 2016 |
(b)(i) | Amended and Restated Credit and Term Loan Agreement, incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed January 13, 2015 |
(d)(i) | Form of Subscription Agreement for Class A and Class W Shares, incorporated by reference to Appendix A of the Prospectus included in Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (File No. 333-197767), filed September 4, 2015 |
(d)(ii) | Form of Subscription Agreement for Class I Shares, incorporated by reference to Appendix A of the Prospectus included in Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-11 (File No. 333-197767), filed September 4, 2015 |
(d)(iii) | Fourth Amended and Restated Distribution Reinvestment Plan, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed July 12, 2012 |
(d)(iv) | Second Amended and Restated Class E Share Redemption Program, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed December 16, 2015 |
(d)(v) | Second Amended and Restated Class A, W and I Share Redemption Program, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed December 17, 2014 |
(d)(vi) | Second Amended and Restated Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed June 24, 2015 |
(d)(vii) | Amended and Restated Secondary Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed June 24, 2015 |
(d)(viii) | Form of Director Option Agreement, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed April 7, 2006 |
(d)(ix) | Form of Independent Director Restricted Stock Unit Agreement, incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed March 10, 2014 |
(d)(x) | Restricted Stock Unit Agreement between the Company and Dividend Capital Total Advisors LLC, dated April 7, 2014, incorporated by reference to Exhibit 10.14 to Post-Effective Amendment No. 8 to the Company’s Registration Statement on Form S-11 (File No. 333-175989), filed April 11, 2014 |
(d)(xi) | Restricted Stock Unit Agreement between the Company and Dividend Capital Total Advisors LLC, dated February 25, 2015 (relating to 135,359 restricted stock units), incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed March 3, 2015 |
(d)(xii) | Restricted Stock Unit Agreement between the Company and Dividend Capital Total Advisors LLC, dated February 25, 2015 (relating to 88,788 restricted stock units), incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K, filed March 3, 2015 |
(d)(xiii) | Form of Restricted Stock Unit Notice with Form of Restricted Stock Unit Agreement between Dividend Capital Total Advisors LLC and its Employee, incorporated by reference to Exhibit (d)(xiii) of the Company’s Tender Offer Statement on Schedule TO, filed July 7, 2015 |
(d)(xiv) | Form of Restricted Stock Award Agreement, incorporated by reference to Exhibit (d)(xiv) of the Company’s Tender Offer Statement on Schedule TO, filed July 7, 2015 |
(d)(xv) | Restricted Stock Unit Agreement between the Company and Dividend Capital Total Advisors LLC, dated February 4, 2016, incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed February 5, 2016 |
(h) | None. |