UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-T/A
Amendment No. 3
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
HINES REAL ESTATE INVESTMENT TRUST, INC.
(Name of Subject Company)
MIRELF IV REIT INVESTMENTS, LLC
MIRELF IV REIT
MADISON INTERNATIONAL REAL ESTATE LIQUIDITY FUND IV, LP
MADISON INTERNATIONAL HOLDINGS IV, LLC
(Bidders)
SHARES OF COMMON STOCK, PAR VALUE $0.001
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
| Ronald M. Dickerman |
| MIRELF IV REIT Investments, LLC |
| c/o Madison International Realty, LLC |
| 410 Park Avenue, Suite 820 |
| New York, NY 10022 |
| Tel: 212.688.8777 |
| Fax: 212.688.8774 |
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders)
Calculation of Filing Fee |
| | |
| $70,000,000 | | $8,127 |
| * | For purposes of calculating the filing fee only. Assumes the purchase of 20,000,000 Shares at a purchase price equal to $3.50 per Share in cash. |
| ý | Check 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: | $8,127 |
| | Form or Registration | Schedule TO-T |
| | Filing Party: | MIRELF IV REIT Investments, LLC |
| | Date Filed: | May 25, 2011 |
| o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| | Check the appropriate boxes below to designate any transactions to which the statement relates: |
| ý | third party tender offer subject to Rule 14d-1. |
| o | 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 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ý
TENDER OFFER
This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Schedule TO”) amends the Tender Offer Statement on Schedule TO, filed on May 25, 2011 (the “Original TO”), as amended by Amendment No. 1 to the Original TO, filed on June 15, 2011 (“Amendment No. 1”) and Amendment No. 2 to the Original TO, filed on August 8, 2011 (“Amendment No. 2”) relating to the offer (the “Offer”) commenced on May 25, 2011 by MIRELF IV REIT Investments, LLC, a Delaware limited liability company (the “Purchaser”) to purchase up to 20,000,000 shares of common stock (the “Shares”) in Hines Real Estate Investment Trust, Inc. (the “Corporation”), the subject company, at a purchase price equal to $3.50 per Share in cash upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 25, 2011 and in the related Transfer & Assignment Form, copies of which are attached to the Original TO as Exhibits (a)(1) and (a)(2) respectively.
The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchaser, of a total of 5,995.963 Shares. The Purchaser has made available to MIRELF IV Investment Processing, LLC (the “Depositary”) sufficient funds to pay for all such tendered Shares. The Purchaser has directed the Depositary to pay for all such tendered Shares immediately upon receipt of confirmation from the Corporation (or its transfer agent) that the tendered Shares will be transferred to the Purchaser and the Depositary expects to pay for all tendered Shares promptly.
Following purchase of all of the tendered Shares, the Purchaser and its affiliates will own an aggregate of approximately 11,951.722 Shares, or approximately 0.01% of the total outstanding Shares. All of the Shares acquired in the Offer will be allocated to the Purchaser.
Items 1 through 9, and Item 11.
The information in the Original TO, as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3, including all exhibits and schedules thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Amendment No. 3, except as set forth above or below.
Item 10. Financial Statements
Not applicable.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated May 25, 2011*
(a)(2) Transfer & Assignment Form*
(a)(3) Form of Letter to Shareholders dated May 25, 2011*
(a)(4) Form of Advertisement in Investor’s Business Daily *
(b)-(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
_________________________
* Previously filed as Exhibits to the Original TO
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October [__], 2011
MIRELF IV REIT INVESTMENTS, LLC By: MIRELF IV REIT Its: Sole Member | | | |
| | | | | | |
| By: | Madison International Real Estate Liquidity Fund IV, LP | | | |
| Its: | Sole Trustee | | | |
| | | | | |
| By: | Madison International Holdings IV, LLC | | | |
| Its: | General Partner | | | |
| | | | | |
| By: | /s/Ronald M. Dickerman | | | |
| | Ronald M. Dickerman Managing Member | | | |
| MIRELF IV REIT | | | |
| | | | | | |
| By: | Madison International Real Estate Liquidity Fund IV, LP | | | |
| Its: | Sole Trustee | | | |
| | | | | |
| By: | Madison International Holdings IV, LLC | | | |
| Its: | General Partner | | | |
| | | | | |
| By: | /s/Ronald M. Dickerman | | | |
| | Ronald M. Dickerman Managing Member | | | |
MADISON INTERNATIONAL REAL ESTATE LIQUIDITY FUND IV, LP By: Madison International Holdings IV, LLC Its: General Partner | | | |
| | | | |
| By: | /s/Ronald M. Dickerman | | | |
| | Ronald M. Dickerman Managing Member | | | |
| MADISON INTERNATIONAL HOLDINGS IV, LLC | | | |
| | | | |
| By: | /s/Ronald M. Dickerman | | | |
| | Ronald M. Dickerman Managing Member | | | |
EXHIBIT INDEX
| Exhibit | | Description |
| (a)(1) | | Offer to Purchase dated May 25, 2011* |
| | | |
| (a)(2) | | Transfer & Assignment Form* |
| | | |
| (a)(3) | | Form of Letter to Shareholders dated May 25, 2011* |
| | | |
| (a)(4) | | Form of Advertisement in Investor’s Business Daily* |
______________________
* Previously filed as Exhibits to the Original TO
