United States securities and exchange commission logo
October 30, 2023
Ronen Capeluto
Chief Investment Officer
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
Re: West 4 Capital LP
Lightstone Value
Plus REIT II, Inc.
Schedule TO-C Filed
October 19, 2023
Filed by West 4
Capital LP, Granite Sapphire Management Limited, West 4
Capital Investment
Adviser Limited, and Capricorn Fund Managers Limited
File No. 005-94193
Dear Ronen Capeluto:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used herein have the same meaning as in your offer
materials, unless otherwise
indicated.
Schedule TO-C Filed October 19, 2023
General
1. Refer to the following
disclosure made in the Press Release / Summary Advertisement:
Up to 550,000 Shares
of common stock of LIGHTSTONE VALUE PLUS REIT II, INC.
(the REIT ) at a
price of $5.51 per Share. Please revise the number of shares here to be
consistent with the up
to 860,000 Shares used throughout your offering materials.
Ronen Capeluto
FirstName LastNameRonen Capeluto
West 4 Capital LP
Comapany
October 30,NameWest
2023 4 Capital LP
October
Page 2 30, 2023 Page 2
FirstName LastName
Introduction, page 7
2. Refer to the following disclosure made on page 7 of the Offer to
Purchase: To the
Shareholders of PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. Please
revise this disclosure to properly reflect the name of the
Corporation.
Terms of the Offer, page 9
3. You state that you will pay for shares tendered "within three business
days following the
completion of the Offer," but that payment is "subject to any
extensions of such time that
may be necessary due to the settlement practices of non-traded REITS."
Disclose how
long you expect this to take, and how you will comply with your
obligation under Rule
14e-1(c) to promptly pay for tendered Shares.
Certain Information Concerning the Purchaser, page 13
4. Please revise your disclosure in this section and in Schedule I to the
Offer to Purchase to
include the information required for any filing person and any person
specified in General
Instruction C of Schedule TO by Item 3 of Schedule TO and Item 1003(a)
through (c) of
Regulation M-A. Your revised disclosure should include the business
telephone number
of each filing person, the principal business of each entity listed,
and the principal
occupation of each natural person listed.
5. Certain statements in this section regarding the persons listed on
Schedule I and affiliates
of the Purchaser are qualified by the best knowledge of the
Purchaser. Because the
General Partner, the Investment Manager, and the Investment Adviser
are included as
offerors within the Schedule TO, please revise such statements to
remove those
knowledge qualifiers, or advise.
Conditions of the Offer, page 13
6. On page 14 of the Offer to Purchase, you have included a condition
that will be triggered
by "a commencement of a war or armed hostilities or other national or
international
calamity directly or indirectly involving the United States"
(condition (d)(iv)), without any
materiality qualifier on the gravity of such an event, without
requiring any connection
between such an event and the Offer, and without limiting the event to
one directly
involving the United States. The broad wording of this offer condition
gives rise to
illusory offer concerns under Section 14(e) of the Exchange Act and
Regulation 14E
thereunder. Please revise to narrow or qualify this condition, or
advise.
Miscellaneous, page 15
7. In the paragraph on page 16, please define the term JAMS.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Ronen Capeluto
West 4 Capital LP
October 30, 2023
Page 3
Please direct any questions to Shane Callaghan at 202-330-1032 or David
Plattner at 202-
551-8094.
FirstName LastNameRonen Capeluto Sincerely,
Comapany NameWest 4 Capital LP
Division of
Corporation Finance
October 30, 2023 Page 3 Office of Mergers &
Acquisitions
FirstName LastName