SCHEDULE 13E-3
Transaction Statement Under
Section 13(e) of the Securities
Exchange Act of 1934 and
Rule 13e-3
Thereunder
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
Rule 13e-3
Transaction Statement
Under Section 13(e) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Quadra Realty Trust,
Inc.
(Name of the Issuer)
Quadra Realty Trust, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 per share
(Title of Class of Securities)
746945104
(CUSIP Number of Class of
Securities)
Evan F. Denner
Quadra Realty Trust, Inc.
622 Third Avenue,
30th Floor, New York, NY 10017
(212) 671-6400
(Name, Address and
Telephone Numbers of Person
Authorized to Receive Notices and Communications on
Behalf of Persons Filing Statement)
Copies to:
John A. Good
Bass, Berry & Sims PLC
100 Peabody Place, Suite 900
Memphis, TN 38103
Telephone:
(901) 543-5901
Fax
(901) 543-5999
This statement is filed in connection with (check the
appropriate box):
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o
a.
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The filing of solicitation
materials or an information statement subject to
Regulation 14A,
Regulation 14-C
or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
o
b. The
filing of a registration statement under the Securities Act of
1933.
þ
c. A
tender offer.
o
d. None
of the above.
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies:
o
Check the following box if the filing is a final amendment
reporting the results of the
transaction:
o
Calculation of
Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$178,879,309
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$7,030
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*
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Calculated solely for purposes of
determining the filing fee. The transaction value was determined
based upon the sum of (a) $10.6506 per share of
16,795,233 shares of the Companys common stock, par
value $0.001 per share (the Common Stock), which
represents the 25,725,333 shares of the Companys
Common Stock outstanding less the 8,930,100 shares of the
Companys Common Stock currently owned by the Purchaser and
its affiliates.
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**
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The filing fee, calculated in
accordance with Exchange Act
Rule 0-11,
was calculated by multiplying the transaction value by
0.00003930.
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þ
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Check box if any part of the fee is
offset as provided by Exchange Act
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.
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Amount Previously Paid:
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$7,030
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Form or Registration No.:
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Schedule TO
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Filing Party:
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HRECC Sub, Inc., a wholly-owned subsidiary of Hypo Real Estate
Capital Corporation
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Date Filed:
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February 13, 2008
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INTRODUCTION
This Amendment No. 1 (the Amendment) amends and
supplements the
Schedule 13E-3
Transaction Statement initially filed on February 13, 2008
(the Transaction Statement) on behalf of Quadra
Realty Trust, Inc., a Maryland corporation (the
Company or Quadra) and relates to the
offer by HRECC Sub Inc., a Maryland corporation
(Purchaser) and a wholly-owned subsidiary of Hypo
Real Estate Capital Corporation, a Delaware corporation
(Parent), to purchase any and all outstanding shares
of the Companys common stock, par value $0.001 per share,
not already owned by Parent and its affiliates, at $10.6506 per
share net to the seller in cash (without interest and less
applicable withholding taxes), less the amount of any dividends
declared and paid (other than the $0.3494 dividend described
below) with respect to the shares on or between the date of the
Offer and the date (the Acceptance Date) Purchaser
accepts and pays for shares validly tendered and not properly
withdrawn (the Offer Price), upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated February 13, 2008, as amended (the Offer to
Purchase). The Offer to Purchase and the related Letter of
Transmittal together with any amendments or supplements thereto,
constitute the Offer.
In addition, on February 1, 2008, the Company declared a
$0.3494 per share dividend payable to stockholders of the
Company who hold shares of the Companys common stock at
the close of business on the last trading day immediately
preceding the Acceptance Date (the Dividend). The
Dividend will not be paid if the Offer is not closed. This will
result in stockholders of the Company receiving $11.00 per share
in the aggregate, an approximately 38% premium to the closing
price of the Companys common stock on the New York Stock
Exchange on January 28, 2008 and an approximately 41%
premium to the average closing price of the Companys
common stock for the 30 trading days ending on January 28,
2008. The Company expects to declare and pay an additional
dividend immediately prior to the Acceptance Date, to the extent
of the Companys taxable income for the period beginning
January 1, 2008 and ending on the date immediately
preceding the Acceptance Date. Such dividend will reduce the
Offer Price by the per share amount of any such dividend.
The Offer to Purchase and the related Letter of Transmittal were
filed by Purchaser as Exhibits to the combined Tender Offer
Statement and
Schedule 13E-3
Transaction Statement on Schedule TO, filed with the
Securities and Exchange Commission (the SEC) on
February 13, 2008, as amended by Amendment No. 1
thereto filed with the SEC on March 4, 2008 (the
Schedule TO).
The Transaction Statement also relates to the Agreement and Plan
of Merger dated as of January 28, 2008 by and among the
Company, Parent and Purchaser (the Merger
Agreement). The Merger Agreement provides that, subject to
the satisfaction or waiver of certain conditions, following
completion of the Offer, and in accordance with the Maryland
General Corporation Law, Purchaser will be merged with and into
the Company (the Merger). Following the consummation
of the Merger, the Company will continue as the surviving
corporation. At the effective time of the Merger, each issued
and outstanding share of the Companys common stock (other
than shares that are to be cancelled pursuant to the Merger
Agreement or are to otherwise remain outstanding pursuant to the
terms of the Merger Agreement) will be converted into the right
to receive the Offer Price, subject to reduction for dividends
as described above.
Concurrent with the filing of this Amendment, the Company is
filing an Amendment No. 1 to its
Schedule 14D-9
Solicitation and Recommendation Statement (as amended from time
to time, the
Schedule 14D-9)
under Section 14(d)(4) of the Securities Exchange Act of
1934, as amended (the Exchange Act), in response to
the Schedule TO.
Except as otherwise indicated, the information set forth in the
Transaction Statement remains unchanged and is incorporated by
reference as relevant to the items in this Amendment.
2
Capitalized terms used but not otherwise defined herein have
the meanings ascribed to such terms in the Transaction Statement.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements
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Regulation M-A
Item 1005
Section (a) is amended and restated in its entirety as follows:
(a)
Transactions.
The information set
forth in the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements and Item 4. The
Solicitation or Recommendation Background of the
Offer and Merger is incorporated herein by reference. The
information set forth in CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS in the
Schedule 14D-9
Information Statement is incorporated by reference herein.
Section (e) is amended and restated in its entirety as follows:
(e)
Agreements Involving the Subject Companys
Securities
.
The information set forth in the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements and Item 4. The
Solicitation or Recommendation Intent to
Tender is incorporated herein by reference. The
information set forth in CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, COMPENSATION OF DIRECTORS and
EXECUTIVE COMPENSATION in the
Schedule 14D-9
Information Statement is incorporated by reference herein.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS Prior Stock Purchases and Sales, and
SPECIAL FACTORS The Merger Agreement is
incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
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Item 6.
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Purpose
of the Transaction and Plans or Proposals
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Regulation M-A
Item 1006
Section (c)(1)-(8) is amended and restated in its entirety as
follows:
(c)(1)-(8)
Plans
.
The information set forth in the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements and Item 4. The
Solicitation or Recommendation Background of the
Offer and Merger is incorporated herein by reference. The
information set forth in GENERAL and
PARENTS DESIGNEES in the
Schedule 14D-9
Information Statement is incorporated by reference herein.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS Purpose of and Reasons for the Offer and the
Merger; Consideration of Alternatives Consideration
of Alternatives, SPECIAL FACTORS Plans
for the Company After the Offer and the Merger,
SPECIAL FACTORS Certain Effects of the Offer
and the Merger, SPECIAL FACTORS The
Merger Agreement, THE TENDER OFFER 6.
Price Range of Shares of the Companys Common Stock
and THE TENDER OFFER 10. Dividends and
Distributions is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
3
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Item 7.
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Purposes,
Alternatives, Reasons and Effects
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Regulation M-A
Item 1013
Section (a) is amended and restated in its entirety as follows:
(a)
Purposes.
The information set forth
in the Schedule 14D-9 under Item 4. The Solicitation
or Recommendation Background of the Offer and
Merger and Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board and in the Offer to
Purchase under SPECIAL FACTORS Purpose of and
Reasons for the Offer and the Merger; Consideration of
Alternatives Consideration of Alternatives,
SPECIAL FACTORS Plans for the Company After
the Offer and the Merger and SPECIAL
FACTORS Certain Effects of the Offer and the
Merger is incorporated herein by reference.
Section (c) is amended and restated in its entirety as follows:
(c)
Reasons.
The information set forth in
the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger and Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board is incorporated
herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger,
SPECIAL FACTORS Purpose of and Reasons for the
Offer and the Merger; Consideration of Alternatives
Consideration of Alternatives, SPECIAL
FACTORS Plans for the Company After the Offer and
the Merger, SPECIAL FACTORS Certain
Effects of the Offer and the Merger, and SPECIAL
FACTORS No Dissenters Rights is
incorporated herein by reference.
Section (d) is amended and restated in its entirety as follows:
(d)
Effects.
The information set forth in
the
Schedule 14D-9
under Item 3. Past Contacts, Transactions,
Negotiations and Agreements, Item 8. Additional
Information Regulatory Approvals,
Item 8. Additional Information Vote
Required to Approve the Merger; Short form Merger,
Item 8. Additional Information
Section 14(f) Information Statement and
Item 8. Additional Information Appraisal
Rights is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Plans for the Company After
the Offer and the Merger, SPECIAL
FACTORS Certain Effects of the Offer and the
Merger, SPECIAL FACTORS The Merger
Agreement, SPECIAL FACTORS No
Dissenters Rights, THE TENDER
OFFER Certain U.S. Federal Income Tax
Considerations, THE TENDER OFFER 10.
Dividends and Distributions and THE TENDER
OFFER 12. Certain Legal Matters; Required Regulatory
Approvals is incorporated herein by reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
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Item 8.
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Fairness
of the Transaction
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Regulation M-A
Item 1014
Section (a) is amended and restated in its entirety as follows:
(a)
Fairness
.
The information set forth in the
Schedule 14D-9
under Item 3. Past Contracts, Negotiations and
Agreements Interests of Certain Persons,
Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra
4
Board, Item 8. Additional
Information Opinion of the Special Committees
Financial Advisor and Annex II of the
Schedule 14D-9
is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger, and
SPECIAL FACTORS Interests of the
Companys Directors and Executive Officers in the Offer and
the Merger is incorporated herein by reference.
Section (b) is amended and restated in its entirety as follows:
(b)
Factors Considered in Determining Fairness
.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 8.
Additional Information Opinion of the Special
Committees Financial Advisor,
Item 5 Persons/Assets, Retained,
Employed, Compensated or Used and Annex II of the
Schedule 14D-9
is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger is
incorporated herein by reference.
Section (c) is amended and restated in its entirety as follows:
(c)
Approval of Security Holders.
The
transaction is structured so that the Offer will only be
consumated if 55% of the Companys stockholders (other than
Parent and its affiliates) tender their shares of the
Companys common stock in response to the offer.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 8.
Additional Information Appraisal Rights, and
Item 8. Additional Information Vote
Required to Approve the Merger is incorporated herein by
reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET, SPECIAL
FACTORS The Merger Agreement, SPECIAL
FACTORS No Dissenters Rights, THE
TENDER OFFER 1. Terms of the Offer; Expiration
Date and THE TENDER OFFER 11. Certain
Conditions to the Offer is incorporated herein by
reference.
The Merger Agreement is incorporated herein by reference to
Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the SEC on January 29, 2008.
Section (d) is amended and restated in its entirety as follows:
(d)
Unaffiliated Representative.
An
unaffiliated representative has not been retained for the
purpose of representing unaffiliated security holders in
negotiating the terms of the Offer and the Merger, or preparing
a report concerning the fairness of the transaction.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 5 Persons/Assets,
Retained, Employed, Compensated or Used,
Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, and
Item 8. Additional Information Opinion of
the Special Committees Financial Advisor is
incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger is
incorporated herein by reference.
5
Section (e) is amended and restated in its entirety as follows:
(e)
Approval of Directors.
The
information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger and Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board is incorporated
herein by reference.
The information set forth in the Offer to Purchase under
SUMMARY TERM SHEET What Does the
Companys Board of Directors Think of the Offer?,
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger, and
SPECIAL FACTORS Interests of the
Companys Directors and Executive Officers in the Offer and
the Merger is incorporated herein by reference.
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Item 9.
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Reports,
Opinions, Appraisals and Certain Negotiations
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Regulation M-A
Item 1015
Section (a) is amended and restated in its entirety as follows:
(a)
Report, Opinion or Appraisal
.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 4.
The Solicitation or Recommendation Reasons for the
Recommendation of the Special Committee and the Quadra
Board Opinion of the Special Committees
Financial Advisor, Item 5
Persons/Assets, Retained, Employed, Compensated or Used
and Annex II of the
Schedule 14D-9
is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger,
SPECIAL FACTORS Position of Parent, Purchaser,
Hypo International and Hypo Holding as to Fairness,
SPECIAL FACTORS Summary of JP Morgan
Preliminary Valuation Overview, and TENDER
OFFER 6. Price Range of Shares of the Companys
Common Stock is incorporated herein by reference.
Section (b) is amended and restated in its entirety as follows:
(b)
Preparer and Summary of the Report, Opinion or
Appraisal
.
The information set forth in the
Schedule 14D-9
under Item 4. The Solicitation or
Recommendation Background of the Offer and
Merger, Item 4. The Solicitation or
Recommendation Reasons for the Recommendation of the
Special Committee and the Quadra Board, Item 4.
The Solicitation or Recommendation Reasons for the
Recommendation of the Special Committee and the Quadra
Board Opinion of the Special Committees
Financial Advisor, Item 5
Persons/Assets, Retained, Employed, Compensated or Used,
Item 8. Additional Information Opinion of
the Special Committees Financial Advisor and
Annex II thereto, is incorporated herein by reference.
The information set forth in the Offer to Purchase under
SPECIAL FACTORS Position of the Company
Regarding the Fairness of the Offer and the Merger,
SPECIAL FACTORS Position of Parent, Purchaser,
Hypo International and Hypo Holding as to Fairness and
SPECIAL FACTORS Summary of JP Morgan
Preliminary Valuation Overview is incorporated herein by
reference.
6
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Item 13.
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Financial
Statements
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Regulation M-A
Item 1010
Section (c) is added to the existing disclosure as follows:
(c)
Summary Information
.
The information set forth in Section 7 of the Offer under
Certain Information Concerning the Company
Historical Selected Financial Information, and in
Item 13 of Schedule TO-T/A is incorporated herein by
reference.
Item 16 is hereby amended and restated in its entirety as
follows:
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Exhibit
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Number
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Description
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(a)(1)(A)
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Offer to Purchase, dated February 13, 2008, as amended
(incorporated by reference to Exhibit(a)(1)(A) to the
Schedule TO).
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(a)(1)(B)
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Letter of Transmittal (incorporated by reference to
Exhibit(a)(1)(B) to the Schedule TO).
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(a)(1)(C)
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Joint press release of Quadra Realty Trust Inc. and Hypo
Real Estate Capital Corporation dated as of January 29,
2008, concerning the Offer and the Merger (incorporated by
reference from the
Schedule 14D-9C
filed by the Company with the SEC on January 29, 2008).
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(a)(1)(D)
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Guidelines for Certification of Taxpayer Identification Number
on Substitute
Form W-9
(incorporated by reference to Exhibit(a)(1)(F) of the
Schedule TO).
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(a)(1)(E)
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Notice of Guaranteed Delivery (incorporated by reference to
Exhibit(a)(1)(C) to the Schedule TO).
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(a)(1)(F)
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Letter from Dealer Manager to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees (incorporated by
reference to Exhibit(a)(1)(D) to the Schedule TO).
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(a)(1)(G)
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees (incorporated by reference to
Exhibit(a)(1)(E) to the Schedule TO).
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(a)(2)(A)
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Solicitation/Recommendation Statement on
Schedule 14D-9,
filed by the Company with the SEC on February 13, 2008, as
amended (incorporated by reference).
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(a)(2)(B)
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Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and
Rule 14f-1
thereunder, incorporated by reference to Annex I to the
Schedule 14D-9
filed by the Company on February 13, 2008.
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(a)(2)(C)
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Letter to Stockholders of the Company, dated February 13,
2008 from Robert H. Mundheim, Chairman of the Board of Directors
of the Company (incorporated by reference to Annex III of
the Schedule 14D-9 filed by the Company on
February 13, 2008).
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(c)(1)
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Opinion of The Blackstone Group, financial advisor to the
special committee of the board of directors of the Company,
dated January 27, 2008 (incorporated by reference to
Annex II of the
Schedule 14D-9).
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(d)(1)
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Agreement and Plan of Merger, dated January 28, 2008, by
and among Quadra Realty Trust, Inc., Hypo Real Estate Capital
Corporation and HRECC Sub Inc. (incorporated by reference to
Exhibit 2.1 to the
Form 8-K
filed by Quadra Realty Trust, Inc with the SEC on
January 29, 2008).
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(d)(2)
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Form of Management Agreement between Quadra Realty Trust, Inc.
and Hypo Capital Real Estate Capital Corporation (incorporated
by reference to Exhibit 10.2 to Amendment No. 2 to the
Registration Statement on
Form S-11
(Registration
No. 333-138591)
filed by Quadra Realty Trust, Inc. with the SEC on
February 1, 2007).
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7
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Exhibit
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Number
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Description
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(d)(3)
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Form of Restricted Stock Award Agreement under Quadra Realty
Trust, Inc. Manager Equity Plan between Quadra Realty Trust,
Inc. and Hypo Real Estate Capital Corporation (incorporated by
reference to Exhibit 10.9 to Amendment No. 2 to the
Registration Statement on
Form S-11
(Registration
No. 333-138591)
filed by Quadra Realty Trust, Inc. with the SEC on
February 1, 2007).
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(d)(4)
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Form of Registration Rights Agreement between Quadra Realty
Trust, Inc. and Hypo Real Estate Capital Corporation
(incorporated by reference to Exhibit 10.1 to Amendment
No. 2 to the Registration Statement on
Form S-11
(Registration
No. 333-138591)
filed by Quadra Realty Trust, Inc. with the SEC on
February 1, 2007).
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(d)(5)
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Form of Contribution Agreement between Quadra Realty Trust, Inc.
and Hypo Real Estate Capital Corporation (incorporated by
reference to Exhibit 10.3 to Amendment No. 2 to the
Registration Statement on
Form S-11
(Registration
No. 333-138591)
filed by Quadra Realty Trust, Inc. with the SEC on
February 1, 2007).
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(d)(6)
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Confidentiality Agreement, between Hypo Real Estate Holding AG
and the Company, dated November 16, 2007 (incorporated by
reference to Exhibit(e)(5) to the
Schedule 14D-9
filed by the Company on February 13, 2008).
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(g)
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None.
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(x)
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Resolution authorizing the Chairman of the Board to sign.*
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8
SIGNATURES
After due inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated March 4, 2008
QUADRA REALTY TRUST, INC.
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By:
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/s/
Robert
H. Mundheim
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Name: Robert H. Mundheim
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Title:
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Chairman of the Board of Directors
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9
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