Filing Details
- Accession Number:
- 0001013762-23-002147
- Form Type:
- 13D Filing
- Publication Date:
- 2023-10-04 20:00:00
- Filed By:
- Invesco Realty, Inc.
- Company:
- Invesco Commercial Real Estate Finance Trust Inc.
- Filing Date:
- 2023-10-05
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Invesco Realty, Inc | 0 | 1,052,486 | 0 | 1,052,486 | 1,052,486 | 99.99% |
Invesco Advisers, Inc | 0 | 1,052,486 | 0 | 1,052,486 | 1,052,486 | 99.99% |
Invesco Group Services, Inc | 0 | 1,052,486 | 0 | 1,052,486 | 1,052,486 | 99.99% |
OppenheimerFunds, Inc | 0 | 1,052,486 | 0 | 1,052,486 | 1,052,486 | 99.99% |
Oppenheimer Acquisition Corp | 0 | 1,052,486 | 0 | 1,052,486 | 1,052,486 | 99.99% |
Invesco Holding Company (US), Inc | 0 | 1,052,486 | 0 | 1,052,486 | 1,052,486 | 99.99% |
Invesco Holding Company Limited | 0 | 1,052,486 | 0 | 1,052,486 | 1,052,486 | 99.99% |
Invesco Ltd | 0 | 1,052,486 | 0 | 1,052,486 | 1,052,486 | 99.99% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Invesco Commercial Real Estate Finance Trust, Inc.
(Name of Issuer)
Class D Common Stock, $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Beth Zayicek
1331 Spring Street NW, Suite 2500
Atlanta, Georgia 30309
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 2, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
CUSIP No.
1 | NAME OF REPORTING PERSON.
Invesco Realty, Inc. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares |
8 | SHARED VOTING POWER
1,052,486.591 shares | |
9 | SOLE DISPOSITIVE POWER
0 shares | |
10 | SHARED DISPOSITIVE POWER
1,052,486.591 shares |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,486.591 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
99.99% (1) |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | Based on a total of 1,052,597.591 shares issued and outstanding. |
2
CUSIP No.
1 | NAME OF REPORTING PERSON.
Invesco Advisers, Inc. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares |
8 | SHARED VOTING POWER
1,052,486.591 shares(1) | |
9 | SOLE DISPOSITIVE POWER
0 shares | |
10 | SHARED DISPOSITIVE POWER
1,052,486.591 shares |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,486.591 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
99.99% (2) |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA |
(1) | This amount includes 1,052,486.591shares of Class D Common Stock, held directly by Invesco Realty, Inc. See the Explanatory Note below for more information. |
(2) | Based on a total of 1,052,597.591 shares issued and outstanding. |
3
CUSIP No.
1 | NAME OF REPORTING PERSON.
Invesco Group Services, Inc. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares |
8 | SHARED VOTING POWER
1,052,486.591 shares(1) | |
9 | SOLE DISPOSITIVE POWER
0 shares | |
10 | SHARED DISPOSITIVE POWER
1,052,486.591 shares |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,486.591 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
99.99% (2) |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | This amount includes 1,052,486.591 shares of Class D Common Stock, held directly by Invesco Realty, Inc. See the Explanatory Note below for more information. |
(2) | Based on a total of 1,052,597.591 shares issued and outstanding. |
4
CUSIP No.
1 | NAME OF REPORTING PERSON.
OppenheimerFunds, Inc. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares |
8 | SHARED VOTING POWER
1,052,486.591 shares(1) | |
9 | SOLE DISPOSITIVE POWER
0 shares | |
10 | SHARED DISPOSITIVE POWER
1,052,486.591 shares |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,486.591 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
99.99% (2) |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO, IA |
(1) | This amount includes 1,052,486.591 shares of Class D Common Stock, held directly by Invesco Realty, Inc. See the Explanatory Note below for more information. |
(2) | Based on a total of 1,052,597.591 shares issued and outstanding. |
5
CUSIP No.
1 | NAME OF REPORTING PERSON.
Oppenheimer Acquisition Corp. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares |
8 | SHARED VOTING POWER
1,052,486.591 shares(1) | |
9 | SOLE DISPOSITIVE POWER
0 shares | |
10 | SHARED DISPOSITIVE POWER
1,052,486.591 shares |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,486.591 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
99.99% (2) |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | This amount includes 1,052,486.591 shares of Class D Common Stock, held directly by Invesco Realty, Inc. See the Explanatory Note below for more information. |
(2) | Based on a total of 1,052,597.591 shares issued and outstanding. |
6
CUSIP No.
1 | NAME OF REPORTING PERSON.
Invesco Holding Company (US), Inc. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares |
8 | SHARED VOTING POWER
1,052,486.591 shares(1) | |
9 | SOLE DISPOSITIVE POWER
0 shares | |
10 | SHARED DISPOSITIVE POWER
1,052,486.591 shares |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,486.591 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
99.99% (2) |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | This amount includes 1,052,486.591 shares of Class D Common Stock, held directly by Invesco Realty, Inc. See the Explanatory Note below for more information. |
(2) | Based on a total of 1,052,597.591 shares issued and outstanding. |
7
CUSIP No.
1 | NAME OF REPORTING PERSON.
Invesco Holding Company Limited |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares |
8 | SHARED VOTING POWER
1,052,486.591 shares(1) | |
9 | SOLE DISPOSITIVE POWER
0 shares | |
10 | SHARED DISPOSITIVE POWER
1,052,486.591 shares |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,486.591 |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
99.99% (2) |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | This amount includes 1,052,486.591 shares of Class D Common Stock, held directly by Invesco Realty, Inc. See the Explanatory Note below for more information. |
(2) | Based on a total of 1,052,597.591 shares issued and outstanding. |
8
CUSIP No.
1 | NAME OF REPORTING PERSON.
Invesco Ltd. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ |
3 | SEC USE ONLY
|
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 shares |
8 | SHARED VOTING POWER
1,052,486.591 shares(1) | |
9 | SOLE DISPOSITIVE POWER
0 shares | |
10 | SHARED DISPOSITIVE POWER
1,052,486.591 shares |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,052,486.591 shares |
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
99.99% (2) |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, HC |
(1) | This amount includes 1,052,486.591 shares of Class D Common Stock, held directly by Invesco Realty, Inc. See the Explanatory Note below for more information. |
(2) | Based on a total of 1,052,597.591 shares issued and outstanding. |
9
Explanatory Note
This Statement constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (“SEC”) on September 15, 2023 by Invesco Realty, Inc. (“Invesco Realty”), a wholly owned subsidiary of Invesco Advisers, Inc. (“IAI”), which is a wholly owned subsidiary of Invesco Group Services, Inc., which is a wholly owned subsidiary of OppenheimerFunds, Inc., which is a wholly owned subsidiary of Oppenheimer Acquisition Corp., which is a wholly owned subsidiary of Invesco Holding Company (US), Inc., which is a wholly owned subsidiary of Invesco Holding Company Limited and which is a wholly owned subsidiary of Invesco Ltd., the ultimate parent entity, with respect to the Class D Common Stock, $0.01 per share (the “Class D Common Stock”) of Invesco Commercial Real Estate Finance Trust, Inc., a Maryland Corporation (the “Issuer”). This Amendment No. 1 is being filed to report that on October 2, 2023, Invesco Realty purchased an aggregate of 199,086.591 additional shares of Class D Common Stock of the Issuer.
The Items below amend the information disclosed under the corresponding Items of the Original Schedule 13D as described below. Except as provided herein, all Items of the Original Schedule 13D remain unchanged and this Amendment No.1 does not modify any information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 have the meanings assigned to them in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Considerations
Item 3 of the Original Schedule 13D is hereby amended to add the following at the end thereof:
On October 2, 2023, Invesco Realty purchased 199,086.591 shares of Class D Common Stock (the “Acquired Shares”) for aggregate consideration of $5,000,000.00. The Acquired Shares were purchased pursuant to the Amended Subscription Agreement.
Item 5. Interest in Securities of the Issuer
The information contained in Item 5(c) of the Original Schedule 13D is hereby amended to read in its entirety as follows:
(c) Except as set forth in the Original Schedule 13D and as described below, during the past 60 days none of the Reporting Persons has effected any transactions in the Class D Common Stock.
On July 25, 2023, Invesco Realty acquired 153,000 shares of the Class D Common Stock pursuant to the Amended Subscription Agreement for $3,825,000. Such July acquisition occurred prior to the Issuer’s Class D Common Stock becoming effective under Section 12 of the Exchange Act of 1934, as amended.
10
Item 7. Materials to Be Filed as Exhibits
11
SIGNATURE
After reasonable 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.
Date: October 5, 2023
Invesco Realty, Inc | /s/ Chris Fischer |
Chris Fischer, Attorney in Fact* | |
Invesco Advisers, Inc. | /s/ Chris Fischer |
Chris Fischer, Attorney in Fact* | |
Invesco Group Services, Inc. | /s/ Chris Fischer |
Chris Fischer, Attorney in Fact** | |
OppenheimerFunds, Inc. | /s/ Chris Fischer |
Chris Fischer, Attorney in Fact** | |
Oppenheimer Acquisition Corp. | /s/ Chris Fischer |
Chris Fischer, Attorney in Fact** | |
Invesco Holding Company (US), Inc. | /s/ Chris Fischer |
Chris Fischer, Attorney in Fact** | |
Invesco Holding Company Limited | /s/ Chris Fischer |
Chris Fischer, Attorney in Fact* | |
Invesco Ltd. | /s/ Chris Fischer |
Chris Fischer, Attorney in Fact** |
* | Pursuant to a power of attorney which is incorporated herein by reference to Exhibits 24.1, 24.2 and 24.3 to the Form 3 filed by the Reporting Persons on September 7, 2023. |
** | Pursuant to a power of attorney which is incorporated herein by reference to the Exhibits to the Form 3 filed by the Reporting Persons on September 15, 2023. |
12