UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Platinum Energy Resources, Inc.
(Name of Subject Company (Issuer))
Pacific International Group Holdings LLC
KD Resources, LLC
Syd Ghermezian
(Name of Filing Person (Offerors))
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
727659104
(CUSIP Number of Class of Securities)
Syd Ghermezian, Manager
Pacific International Group Holdings LLC
9440 West Sahara Avenue
Suite 240
Las Vegas, Nevada 89117
(702) 430-5800
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
with a copy to:
Jeffrey A. Legault
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
(212) 813-8800
CALCULATION OF FILING FEE
| Transaction valuation(1) | Amount of filing fee(2) | |
|---|---|---|
| $13,519,569.00 | $1,569.62 | |
| Amount Previously Paid: | $1,569.62 | |||||
| Form or Registration No.: | Schedule TO | |||||
| Filing Party: | Pacific International Group Holdings, LLC | |||||
| Date Filed: | Not May 26, 2011 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 4 amends and supplements Amendment No. 3 filed with the Securities and Exchange Commission ("SEC") on July 6, 2011, Amendment No. 2 filed on June 24, 2011, Amendment No. 1 filed with the SEC on June 13, 2011, the Tender Offer Statement and Rule 13e-3 Transaction Statement filed by Pacific International Group Holdings LLC, a Nevada limited liability company ("Pacific"), Syd Ghermezian, and KD Resources, LLC, a Texas limited liability company ("KDR") in connection with the offer to purchase up to all the outstanding shares of common stock, $0.0001 par value per share (the "Shares"), of Platinum Energy Resources, Inc., a Delaware corporation ("Platinum"), not currently owned by Pacific, at a price of $1.50 per Share, net to the seller in cash (subject to applicable withholding of U.S. federal, state and local taxes), without interest, on the terms and subject to the conditions specified in the Offer to Purchase dated May 26, 2011 (the "Offer to Purchase") and the related Letter of Transmittal dated May 26, 2011 (the "Letter of Transmittal"), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO filed by Pacific with the SEC on May 26, 2011.
The information in the Schedule TO, including all schedules, annexes and amendments thereto, which was previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 4, except that such information is hereby amended and supplemented to the extent specifically provided herein.
All capitalized terms used in this Amendment No. 4 without definition have the meanings ascribed to them in the Offer to Purchase.
"KDR hereby incorporates by reference the Offer to Purchase and Items 1 and 4 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase. KDR hereby adopts all representations, determinations, analyses and conclusions as to fairness made by Pacific, in Pacific's capacity as an Offeror, in the Offer to Purchase, including without limitation the representations in "SPECIAL FACTORS—Position of the Offerors Regarding the Fairness of the Offer".
"KD Resources, LLC ("KDR") is a Texas limited liability company with its principal offices located at 10101 Fondren Rd., Suite 570, Houston, TX 77096. The principal business of KDR is oil and gas exploration. KDR has not been (i) convicted in a criminal proceeding during the last five years, (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or (iii) subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. Syd Ghermezian is the sole manager of KDR.
100% of the ultimate economic interest in each of Pacific and KDR is held by family trusts established for the benefit of immediate family members of Eskandar Ghermezian, Nader Ghermezian, Raphael Ghermezian and Bahman Ghermezian (the "Ghermezian Brothers"). The Ghermezian Brothers are the trustees of the family trusts and collectively have 30 to 40 immediate family members. None of the Ghermezian Brothers or their immediate family members (other than Syd Ghermezian, the sole manager of each of Pacific and KDR) controls or directs the management or policies of Pacific or KDR. None of the Ghermezian Brothers or their immediate family members (including Syd Ghermezian) has more than a de minimis
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indirect equity interest in Pacific or KDR and therefore none of the Ghermezian Brothers or any such family member controls Pacific or KDR by virtue of such equity interest. Syd Ghermezian controls Pacific and KDR in his capacity as sole manager thereof."
| Exhibit No. | Description | ||
|---|---|---|---|
| (a)(1)(A) | Offer to Purchase dated May 26, 2011 (incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(B) | Letter of Transmittal dated May 26, 2011 (incorporated by reference to Exhibit (a)(1)(B) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(C) | Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(F) | Summary Advertisement as published on May 26, 2011 in The Houston Chronicle (incorporated by reference to Exhibit (a)(1)(F) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(G) | Press release issued by the Offeror on May 26, 2011 (incorporated by reference to Exhibit (a)(1)(G) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (b) | None. | ||
| (d)(1) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Tim G. Culp (incorporated by reference to Exhibit 99.5 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(2) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Michael G. Cunningham (incorporated by reference to Exhibit 99.6 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(3) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and The Patrick A Gerschel Living Trust dtd 9/23/1997 (incorporated by reference to Exhibit 99.7 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(4) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Hereford Holdings, LLC (incorporated by reference to Exhibit 99.8 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(5) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Toben A. Scott (incorporated by reference to Exhibit 99.9 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(6) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and William C. Glass (incorporated by reference to Exhibit 99.10 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
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| Exhibit No. | Description | ||
|---|---|---|---|
| (d)(7) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Connie J. Culp (incorporated by reference to Exhibit 99.11 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(8) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Sam Nebenzahl (incorporated by reference to Exhibit 99.12 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(9) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Perry J. Radoff, P.C., Profit Sharing Plan (incorporated by reference to Exhibit 99.13 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(10) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Bradley Louis Radoff (incorporated by reference to Exhibit 99.14 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(11) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Todd M. Yocham (incorporated by reference to Exhibit 99.15 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(12) | Letter Agreement, dated May 16, 2011, by and between Pacific International Group Holdings LLC and Keren Ohr Lanoar B (incorporated by reference to Exhibit 99.16 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 18, 2011). | ||
| (d)(13) | Letter Agreement, dated May 17, 2011, by and between Pacific International Group Holdings LLC and Arthur W. Tifford, P.A. (incorporated by reference to Exhibit 99.17 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 18, 2011). | ||
| (d)(14) | Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Larry A. Stapp and Frances N. Stapp (incorporated by reference to Exhibit 99.18 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 23, 2011). | ||
| (d)(15) | Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Chris Bosecker (incorporated by reference to Exhibit 99.19 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 23, 2011). | ||
| (d)(16) | Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Ted Bosecker (incorporated by reference to Exhibit 99.20 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 23, 2011). | ||
| (g) | None. | ||
| (h) | None. | ||
Item 13. Information Required by Schedule 13E-3.
| Exhibit No. | Description | ||
|---|---|---|---|
| (c) | None. | ||
(f) | Section 262 of the Delaware General Corporation Law (incorporated by reference to Schedule A of the Offer to Purchase filed as Exhibit (a)(1)(A) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
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After due 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: July 8, 2011
| PACIFIC INTERNATIONAL GROUP HOLDINGS LLC | ||
/s/ SYD GHERMEZIAN Name: Syd Ghermezian Title: Manager | ||
SYD GHERMEZIAN | ||
/s/ SYD GHERMEZIAN | ||
KD RESOURCES, LLC | ||
/s/ SYD GHERMEZIAN Name: Syd Ghermezian Title: Manager |
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| Exhibit No. | Description | ||
|---|---|---|---|
| (a)(1)(A) | Offer to Purchase dated May 26, 2011 (incorporated by reference to Exhibit (a)(1)(A) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(B) | Letter of Transmittal dated May 26, 2011 (incorporated by reference to Exhibit (a)(1)(B) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(C) | Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(F) | Summary Advertisement as published on May 26, 2011 in The Houston Chronicle (incorporated by reference to Exhibit (a)(1)(F) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (a)(1)(G) | Press release issued by the Offeror on May 26, 2011 (incorporated by reference to Exhibit (a)(1)(G) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (b) | None. | ||
| (c) | None. | ||
| (d)(1) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Tim G. Culp (incorporated by reference to Exhibit 99.5 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(2) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Michael G. Cunningham (incorporated by reference to Exhibit 99.6 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(3) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and The Patrick A Gerschel Living Trust dtd 9/23/1997 (incorporated by reference to Exhibit 99.7 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(4) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Hereford Holdings, LLC (incorporated by reference to Exhibit 99.8 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(5) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Toben A. Scott (incorporated by reference to Exhibit 99.9 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(6) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and William C. Glass (incorporated by reference to Exhibit 99.10 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(7) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Connie J. Culp (incorporated by reference to Exhibit 99.11 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
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| Exhibit No. | Description | ||
|---|---|---|---|
| (d)(8) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Sam Nebenzahl (incorporated by reference to Exhibit 99.12 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(9) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Perry J. Radoff, P.C., Profit Sharing Plan (incorporated by reference to Exhibit 99.13 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(10) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Bradley Louis Radoff (incorporated by reference to Exhibit 99.14 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(11) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Todd M. Yocham (incorporated by reference to Exhibit 99.15 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (d)(12) | Letter Agreement, dated May 16, 2011, by and between Pacific International Group Holdings LLC and Keren Ohr Lanoar B (incorporated by reference to Exhibit 99.16 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 18, 2011). | ||
| (d)(13) | Letter Agreement, dated May 17, 2011, by and between Pacific International Group Holdings LLC and Arthur W. Tifford, P.A. (incorporated by reference to Exhibit 99.17 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 18, 2011). | ||
| (d)(14) | Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Larry A. Stapp and Frances N. Stapp (incorporated by reference to Exhibit 99.18 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 23, 2011). | ||
| (d)(15) | Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Chris Bosecker (incorporated by reference to Exhibit 99.19 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 23, 2011). | ||
| (d)(16) | Letter Agreement, dated May 19, 2011, by and between Pacific International Group Holdings LLC and Ted Bosecker (incorporated by reference to Exhibit 99.20 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on May 23, 2011). | ||
| (e)(1) | Letter Agreement, dated April 21, 2011, by and between Pacific International Group Holdings LLC and Tim G. Culp (incorporated by reference to Exhibit 99.5 of the Schedule 13D/A filed by Pacific and Syd Ghermezian on April 22, 2011). | ||
| (f) | Section 262 of the Delaware General Corporation Law (incorporated by reference to Schedule A of the Offer to Purchase filed as Exhibit (a)(1)(A) of the Schedule TO filed by Pacific and Syd Ghermezian on May 26, 2011). | ||
| (g) | None. | ||
| (h) | None. | ||
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