UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
LIGHTSTONE VALUE PLUS REIT II, INC.
(Name of Subject Company)
WEST 4 CAPITAL LP
GRANITE SAPPHIRE MANAGEMENT LIMITED
WEST 4 CAPITAL INVESTMENT ADVISER LIMITED
CAPRICORN FUND MANAGERS LIMITED
(Offerors)
(Names of Filing Persons)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
Ronen Capeluto
West 4 Capital LP
c/o Walkers Corporate Limited
2nd Floor, Century Yard
Cricket Square, George Town
P.O. Box 31162
Grand Cayman, KY1-1205
Cayman Islands
Phone: +972-54-206-2957
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Offerors)
Copy to:
Amos W. Barclay
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, Colorado 80302
Phone: (303) 473-2700
| x | 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: |
| | |
| x | third party tender offer subject to Rule 14d-1. |
| ¨ | 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: ¨ |
| | |
| | If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
| | |
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| | |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
TENDER OFFER
The information contained herein is preliminary and is subject to change and completion. The Offer described herein has not yet commenced, and this communication, including all exhibits attached hereto, is neither an offer to purchase nor a solicitation or recommendation of an offer to sell shares.
This Tender Offer Statement on Schedule TO is being filed by West 4 Capital LP (the “Purchaser”). Pursuant to General Instruction D. to Schedule TO, this Schedule TO relates to pre-commencement communications by the Purchaser. The Purchaser has not yet commenced the offer that is referred to in this communication. Upon commencement of such offer, the Purchaser will file with the Securities and Exchange Commission (the “Commission”) a Schedule TO and related exhibits, including an Assignment Form pursuant to which tendering shareholders may transmit their shares to the Purchaser, along with any necessary updates to the documents that are included as exhibits in this filing. Shareholders of Lightstone Value Plus REIT II, Inc., the subject company of the proposed offer (the “Corporation”), are strongly encouraged to read the Purchaser’s updated Tender Offer Statement on Schedule TO and related tender offer documents when they are filed with the Commission upon commencement of the offer because they will contain important information that the Corporation’s shareholders should consider before making a decision to tender their shares.
This Tender Offer Statement on Schedule TO relates to a proposed offer (the “Offer”) by the Purchaser to purchase up to 860,000 shares of common stock, par value $0.01 per share (the “Shares”), in the Corporation at a purchase price equal to $5.51 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase in the form attached hereto as Exhibit (a)(1) (the “Offer to Purchase”). Granite Sapphire Management Limited, West 4 Capital Investment Adviser Limited and Capricorn Fund Managers Limited are being named as co-bidders herein because they are deemed to control, or exercise certain control rights with respect to, the Purchaser, but otherwise will not participate in the Offer.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
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.
Dated: October 19, 2023
| West 4 Capital LP | |
| | | |
| | By: | /s/ Ronen Capeluto | |
| | Ronen Capeluto | |
| | Chief Investment Officer | |
| | | |
| | | |
| Granite Sapphire Management Limited | |
| | | |
| | By: | /s/ Ronan Guilfoyle | |
| | Ronan Guilfoyle | |
| | Director | |
| | | |
| | | |
| West 4 Capital Investment Adviser Limited | |
| | | |
| | By: | /s/ Ronen Torem | |
| | Ronen Torem | |
| | Director | |
| | | |
| | | |
| Capricorn Fund Managers Limited | |
| | | |
| | By: | /s/ Darryl Noik | |
| | Darryl Noik | |
| | Director | |
