As filed with the Securities and Exchange Commission on July 26, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13 (E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value per share
(Title of Class of Securities)
53227A103
(CUSIP Number of Class of Securities)
Joseph E. Teichman, Esq.
c/o The Lightstone Group
Lightstone Value Plus Real Estate Investment Trust, Inc.
1985 Cedar Bridge Avenue, Suite 1
Lakewood, New Jersey 08701
(732) 367-0129
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Peter Fass
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036
(212) 969-3000
CALCULATION OF FILING FEE
| Transaction Valuation: | Amount of Filing Fee*: |
| | |
| $7,000,000 (a) | $871.50 (b) |
| (a) | Calculated as the maximum aggregate purchase price to be paid for shares of common stock. |
| | |
| (b) | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $124.50 per million of the aggregate amount of cash offered by the Company. |
| x | Check the 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: $7,000,000 | Filing Party: Lightstone Value Plus Real Estate Investment Trust, Inc. |
| | |
| Form or Registration No.: 005-86416 | Date Filed: June 14, 2018 |
| ¨ | 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:
| | ¨ | third-party tender offer subject to Rule 14d-1. |
| | | |
| | x | 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:x
| | ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| | | |
| | ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer). |
SCHEDULE TO
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2018 and amended by Amendment No. 1 thereto filed with the SEC on July 16, 2018 (as amended by Amendment No. 2, the “Schedule TO”). This Schedule TO relates to the offer by Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), to purchase for cash up to 1,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Shares (resulting in a commensurate increase in the number of Shares by up to approximately 0.5 million Shares) without amending or extending the offer in accordance with rules promulgated by the Securities and Exchange Commission, at a purchase price of $7.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 14, 2018 (as the same may be further amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements thereto, constitute the “Offer.”
The purpose of this Amendment No. 2 is to serve as a final amendment to the Schedule TO reporting the final results of the Offer. Only those items amended are reported in this Amendment No. 2.
Items 11.Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information thereto:
“The Offer proration period and withdrawal rights expired at 11:59 p.m. Eastern Time, on July 20, 2018, and the Offer was not extended. The Company has been advised by the Depositary that a total 184,509 Shares were validly tendered and not validly withdrawn. In accordance with the terms of the Offer, the Company has accepted for purchase 184,509 Shares at a purchase price equal to $7.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, for a total cost of approximately $1.3 million, excluding fees and expenses relating to the Offer. Payment for the Shares purchased pursuant to the Offer will commence promptly. The Shares accepted for purchase in the Offer represent 0.75% of the issued and outstanding Shares as of June 30, 2018.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
| | LIGHTSTONE VALUE REAL ESTATE INVESTMENT TRUST, INC. |
| | | |
| Date: July 26, 2018 | BY: | /s/ David Lichtenstein |
| | | David Lichtenstein |
| | | Chief Executive Officer and Chairman of the Board |
