Item 8.01. Other Events.
Attached to this Current Report on Form 8-K is a copy of a website notice, dated
November 30, 2021 (the "MacKenzie Notice"), from Highlands REIT, Inc., a
Maryland corporation (the "Company"), to its stockholders (the "Stockholders")
regarding a recent, unsolicited "mini-tender offer" by MacKenzie Capital
Management, LP (the "Offeror") to purchase shares of the Company's common stock,
$0.01 par value, for $0.03 per share less a $60 transfer fee charged by the
Offeror (the "MacKenzie Offer"), upon the terms and subject to the conditions
set forth in the Offer to Purchase that the Offeror caused to be disseminated to
certain of the Stockholders on or about November 29, 2021 (the "Offer to
Purchase"). To the Company's knowledge, the Offeror has not filed with the
Securities and Exchange Commission a Schedule TO containing the Offer to
Purchase. The full text of the MacKenzie Notice is attached as Exhibit 99.1 to
this Current Report on Form 8-K and hereby is incorporated by reference into
this Item 8.01.
In the MacKenzie Notice, the Board of Directors of the Company recommends that
the Stockholders reject the MacKenzie Offer for the reasons described in the
MacKenzie Notice. The Company advises Stockholders to read and consider the
MacKenzie Notice before deciding whether to participate in the MacKenzie Offer.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Highlands REIT, Inc. website notice to stockholders, dated November
30, 2021
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