UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
VINEBROOK HOMES TRUST, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Class A Common Stock, par value $0.01 per share |
| N/A |
(Title of Class of Securities) |
| (CUSIP Number of Class of Securities) |
John Good
President and Chief Executive Officer
300 Crescent Court
Suite 700
Dallas, Texas 75201
(214) 276-6300
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With copies to:
Charles T. Haag Justin S. Reinus Paul Hastings LLP 2001 Ross Ave, Suite 2700 Dallas, Texas 75201 (972) 936-7500 | Edward S. Best Willkie Farr & Gallagher LLP 300 North LaSalle Drive Chicago, Illinois 60654 (312) 728-9158 |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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| Check the appropriate boxes below to designate any transactions to which the statement relates: |
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| ☐ |
| Third-party tender offer subject to Rule 14d-1. |
| ☒ |
| Issuer tender offer subject to Rule 13e-4. |
| ☐ |
| Going-private transaction subject to Rule 13e-3. |
| ☐ |
| Amendment to Schedule 13D under Rule 13d-2. |
| Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ |
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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| ☐ |
| Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ |
| Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Amendment No. 1 amends the Tender Offer Statement on Schedule TO originally filed by VineBrook Homes Trust, Inc., a Maryland corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on September 4, 2026 (as so amended, this “Schedule TO”).
This Schedule TO relates to an offer (the “Offer”) by the Company to purchase for cash up to $30 million, or 909,090 shares, of the Company’s Class A common stock, par value $0.01 per share (the “Shares”). The Company is offering to purchase the Shares at a price of $33.00 per Share, less any applicable withholding taxes and without interest, and the maximum number of Shares that will be accepted for payment pursuant to the Offer (unless the Offer is amended in accordance with applicable law) is 909,090 Shares. The Company’s Offer is being made upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated September 4, 2026 (as amended, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”). Copies of the Offer to Purchase and the Letter of Transmittal are filed as Exhibits 99(a)(1)(A) and 99(a)(1)(B), respectively, to this Schedule TO. Capitalized terms used and not defined herein are defined in the Offer to Purchase.
The Offer commenced on September 4, 2026 and is currently scheduled to expire at 5:00 P.M. Eastern Time on October 5, 2026, unless the Offer is extended or withdrawn.
In connection with the filing of this Amendment No. 1, the Company issued a press release announcing the availability of Amendment No. 1 on its website at http://investors.vinebrookhomes.com/resources/2026-tender-offer-resources and on the SEC’s EDGAR website at www.sec.gov, which press release is attached hereto as Exhibit 99(a)(5)(B).
The purpose of this Amendment No. 1 is to amend and supplement the Schedule TO and the Offer to Purchase. Only those items amended are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO and Offer to Purchase remains unchanged. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase and the related Letter of Transmittal.
Items 1 through 11.
The disclosure in the Offer to Purchase and Item 10 of Schedule TO is hereby amended and supplemented as follows:
Offer to Purchase – This Offer – 13. Certain Information About the Company – Certain Financial Information
The information contained under the sub-heading “Certain Financial Information” on page 27 of the Offer to Purchase is hereby amended and restated:
The Company incorporates by reference the financial statements and notes thereto included in its Annual Report filed with the SEC on March 11, 2026 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026. Set forth below are (i) summary consolidated balance sheet data presented as of December 31, 2025 and 2024, and summary consolidated statement of operations and comprehensive loss data for the years ended December 31, 2025 and 2024, each of which should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited financial statements and the notes thereto included in our Annual Report, and (ii) summary consolidated unaudited balance sheet data presented as of June 30, 2026 and summary consolidated statement of operations and comprehensive (loss) income for the three and six months ended June 30, 2026 and 2025, each of which should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the unaudited financial statements and the notes thereto included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Summary Financial Statements
| | (Unaudited) | | | (Unaudited) | | | For the Year Ended | |
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Income Statement data (in thousands, except per share amounts) | | 2026 | | | 2025 | | | 2026 | | | 2025 | | | 2025 | | | 2024 | |
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Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income | | $ | 74,520 | | | $ | 90,840 | | | $ | 153,476 | | | $ | 181,224 | | | $ | 353,381 | | | $ | 357,526 | |
Other income | | | 6,825 | | | | 3,364 | | | | 15,278 | | | | 5,741 | | | | 17,896 | | | | 5,299 | |
Total revenues | | | 81,345 | | | | 94,204 | | | | 168,754 | | | | 186,965 | | | | 371,277 | | | | 362,825 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Property operating expenses | | | 23,683 | | | | 21,402 | | | | 42,883 | | | | 43,155 | | | | 86,214 | | | | 80,170 | |
Real estate taxes and insurance | | | 16,736 | | | | 17,912 | | | | 33,888 | | | | 35,111 | | | | 66,843 | | | | 67,800 | |
Property management fees | | | 2,349 | | | | 633 | | | | 4,843 | | | | 1,243 | | | | 4,001 | | | | 2,457 | |
Advisory fees | | | 4,946 | | | | 4,970 | | | | 9,926 | | | | 9,954 | | | | 20,068 | | | | 20,764 | |
General and administrative expenses | | | 13,353 | | | | 55,302 | | | | 26,999 | | | | 76,351 | | | | 116,863 | | | | 81,553 | |
Depreciation and amortization | | | 27,813 | | | | 32,192 | | | | 57,195 | | | | 62,197 | | | | 124,653 | | | | 123,940 | |
Interest expense | | | 41,609 | | | | 35,117 | | | | 83,164 | | | | 70,459 | | | | 150,198 | | | | 143,851 | |
Total expenses | | | 130,489 | | | | 167,528 | | | | 258,898 | | | | 298,470 | | | | 568,840 | | | | 520,535 | |
Other income (expenses): | | | | | | | | | | | | | | | | | | | | | | | | |
Loss on extinguishment of debt | | | (664 | ) | | | (195 | ) | | | (1,177 | ) | | | (353 | ) | | | (2,083 | ) | | | (3,881 | ) |
Gain (loss) on sales and impairment of real estate, net | | | 8,104 | | | | 2,845 | | | | 5,611 | | | | 2,381 | | | | 3,255 | | | | (32,455 | ) |
Investment income | | | 556 | | | | 716 | | | | 1,203 | | | | 1,271 | | | | 4,080 | | | | 4,242 | |
Reversal of (provision for) loan losses | | | — | | | | — | | | | — | | | | 500 | | | | 500 | | | | (4,605 | ) |
Loss on forfeited deposits | | | (39 | ) | | | (6 | ) | | | (41 | ) | | | (1,409 | ) | | | (1,468 | ) | | | — | |
Net loss | | | (41,187 | ) | | | (69,964 | ) | | | (84,548 | ) | | | (109,115 | ) | | | (193,279 | ) | | | (194,409 | ) |
Dividends on and accretion to redemption value of Redeemable Series A Preferred stock | | | 2,198 | | | | 2,198 | | | | 4,396 | | | | 4,397 | | | | 8,793 | | | | 8,801 | |
Net income attributable to Series B Preferred stock | | | 1,513 | | | | 1,513 | | | | 3,026 | | | | 3,026 | | | | 6,052 | | | | 6,052 | |
Net loss attributable to redeemable noncontrolling interests in the OP | | | (8,884 | ) | | | (10,494 | ) | | | (18,170 | ) | | | (16,369 | ) | | | (32,131 | ) | | | (29,162 | ) |
Net loss attributable to redeemable noncontrolling interests in consolidated VIEs | | | (4,177 | ) | | | (3,968 | ) | | | (7,977 | ) | | | (9,671 | ) | | | (17,993 | ) | | | (30,703 | ) |
Net loss attributable to noncontrolling interests in consolidated VIEs | | | (573 | ) | | | (528 | ) | | | (1,091 | ) | | | (1,343 | ) | | | (2,468 | ) | | | (4,734 | ) |
Net loss attributable to stockholders | | $ | (31,264 | ) | | | (58,685 | ) | | $ | (64,732 | ) | | $ | (89,155 | ) | | $ | (155,532 | ) | | $ | (144,663 | ) |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized loss on interest rate hedges | | | — | | | | (3,809 | ) | | | — | | | | (8,197 | ) | | | (14,537 | ) | | | (19,656 | ) |
Total comprehensive income | | | (41,187 | ) | | | (73,773 | ) | | | (84,548 | ) | | | (117,312 | ) | | | (207,816 | ) | | | (214,065 | ) |
Dividends on and accretion to redemption value of Redeemable Series A Preferred stock | | | 2,198 | | | | 2,198 | | | | 4,396 | | | | 4,397 | | | | 8,793 | | | | 8,801 | |
Comprehensive income attributable to Series B Preferred stock | | | 1,513 | | | | 1,513 | | | | 3,026 | | | | 3,026 | | | | 6,052 | | | | 6,052 | |
Comprehensive loss attributable to redeemable noncontrolling interests in the OP | | | (8,884 | ) | | | (11,065 | ) | | | (18,170 | ) | | | (17,599 | ) | | | (34,463 | ) | | | (32,109 | ) |
Comprehensive loss attributable to redeemable noncontrolling interests in consolidated VIEs | | | (4,177 | ) | | | (3,968 | ) | | | (7,977 | ) | | | (9,671 | ) | | | (17,993 | ) | | | (30,703 | ) |
Comprehensive loss attributable to noncontrolling interests in consolidated VIEs | | | (573 | ) | | | (528 | ) | | | (1,091 | ) | | | (1,343 | ) | | | (2,468 | ) | | | (4,734 | ) |
Comprehensive loss attributable to stockholders | | $ | (31,264 | ) | | $ | (61,923 | ) | | $ | (64,732 | ) | | $ | (96,122 | ) | | $ | (167,737 | ) | | $ | (161,372 | ) |
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Weighted average common shares outstanding - basic | | | 26,113 | | | | 25,724 | | | | 26,113 | | | | 25,594 | | | | 25,734 | | | | 25,263 | |
Weighted average common shares outstanding - diluted | | | 26,113 | | | | 25,724 | | | | 26,113 | | | | 25,594 | | | | 25,734 | | | | 25,263 | |
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Loss per share - basic | | $ | (1.20 | ) | | $ | (2.28 | ) | | $ | (2.48 | ) | | $ | (3.48 | ) | | $ | (6.04 | ) | | $ | (5.73 | ) |
Loss per share - diluted | | $ | (1.20 | ) | | $ | (2.28 | ) | | $ | (2.48 | ) | | $ | (3.48 | ) | | $ | (6.04 | ) | | $ | (5.73 | ) |
| | June 30, 2026 | | | For the Year Ended December 31, | |
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Balance Sheet data (in thousands, except share amounts) | | (Unaudited) | | | 2025 | | | 2024 | |
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ASSETS | | | | | | | | | | | | |
Real estate investments, net | | $ | 2,730,243 | | | $ | 2,844,291 | | | $ | 2,949,027 | |
Current assets | | | 164,264 | | | | 193,198 | | | | 152,649 | |
Other noncurrent assets | | | 112,623 | | | | 113,253 | | | | 107,772 | |
TOTAL ASSETS | | $ | 3,007,130 | | | $ | 3,150,742 | | | $ | 3,209,448 | |
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LIABILITIES AND EQUITY | | | | | | | | | | | | |
Total debt, net | | $ | 2,565,201 | | | $ | 2,611,356 | | | $ | 2,447,887 | |
Current liabilities | | | 159,054 | | | | 138,385 | | | | 140,212 | |
TOTAL LIABILITIES | | $ | 2,724,255 | | | $ | 2,749,741 | | | $ | 2,588,099 | |
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Redeemable Series A Preferred stock, $0.01 par value: 16,000,000 shares authorized; 4,996,000 and 4,996,000 shares issued and outstanding, respectively | | $ | 123,831 | | | $ | 123,494 | | | $ | 122,820 | |
Redeemable noncontrolling interests in the OP | | | 267,225 | | | | 277,844 | | | | 257,454 | |
Redeemable noncontrolling interests in consolidated VIEs | | | 70,247 | | | | 67,835 | | | | 80,711 | |
Noncontrolling interests in consolidated VIEs | | | 344 | | | | 2,223 | | | | 6,083 | |
Total Stockholders' (Deficit) Equity | | | (178,772 | ) | | | (70,395 | ) | | | 154,281 | |
The Company's book value per share as of June 30, 2026 was $3.60 per share.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 22, 2026 | VineBrook Homes Trust, Inc. |
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| By: | /s/ Paul Richards |
| Name: | Paul Richards |
| Title: | Chief Financial Officer, Assistant Secretary and Treasurer |
EXHIBIT INDEX
Exhibit |
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Number |
| Exhibit Description |
99(a)(1)(A)* |
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99(a)(1)(B)* |
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99(a)(1)(C)* |
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99(a)(1)(D)* |
| Email for Financial Advisors with Clients Who are Stockholders |
99(a)(1)(E)* |
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99(a)(5)* |
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99(a)(5)(B) |
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107* |
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* | Previously filed. |