Exhibit (a)(1)
EXTENSION OF OFFER TO PURCHASE FOR CASH
MR. BEN FARAHI
IS OFFERING TO PURCHASE UP TO 25,000 UNITS OF
LIMITED PARTNERSHIP INTEREST IN
BIGGEST LITTLE INVESTMENTS, L.P.,
A DELAWARE LIMITED PARTNERSHIP,
FOR $110.00 PER UNIT IN CASH
Subject to the terms and conditions set forth herein, I will purchase up
to 25,000 (approximately 13.8%) of the outstanding units of limited
partnership interest in your partnership; provided, however, that if the
purchase of units tendered would result in the number of record holders of
units being less than 350, then I will accept only as many units as possible
on a pro rata basis such that following acceptance of these units there will
still be at least 350 unit holders of record. If more than 25,000 units are
tendered to me, I will accept units on a pro rata basis according to the
number of units tendered by each person; provided, however, that if the
purchase of 25,000 units would result in the number of record holders of
units being less than 350, then I will accept only as many units as possible
on a pro rata basis such that following acceptance of these units there will
still be at least 350 unit holders of record. As of March 20, 2009, 2,389
units have been tendered to me.
You will not pay any fees or commissions if you tender your units, with
the exception of taxes or fees which may be payable in respect of custodial
or other beneficiary accounts.
My offer is not subject to any minimum number of units being tendered.
I am an affiliate of your general partner. I am making this offer with
a view towards making a profit.
My offer and your withdrawal rights will expire at 12:00 midnight, New
York City time, on April 9, 2009, unless I extend the deadline.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THE OFFER TO PURCHASE DATED
JANUARY 30, 2009 (THE "OFFER TO PURCHASE"), AS AMENDED BY THIS EXTENSION OF
OFFER TO PURCHASE, FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER
IN CONNECTION WITH MY OFFER, INCLUDING THE FOLLOWING:
- On October 16, 2006, your general partner completed a thorough review
of an offer received by the partnership from counsel to Monarch Casino
& Resort, of which my brothers, John and Bob Farahi, are officers and
directors, proposing to purchase the Sierra Marketplace Shopping
Center, the partnership's sole property, at a cash price of $27
million, subject to certain conditions. The general partner concluded
that this offer was not in the best interest of the partnership's
limited partners and, therefore, did not enter into negotiations with
Monarch. In the event that the partnership had accepted the offer and
distributed the proceeds therefrom, the limited partners would have
been entitled to an amount equal to approximately $175 per unit. I
own approximately 12.1% of the outstanding shares of common stock of
Monarch Casino & Resort and, as such, am deemed to be an affiliate of
Monarch. Further, I served as an officer and director of Monarch
Casino & Resort from its inception until my resignation from such
positions in May 2006. Accordingly, a conflict of interest exists for
me between my stock ownership of Monarch Casino & Resort and my
position as sole manager of your partnership's general partner.
- Although I anticipate that the value of the Sierra Marketplace
property may appreciate substantially in the next five to 10 years
and, therefore, I do not believe that a sale of the property before
that time is in the best interests of your partnership, I will
consider any unsolicited offers received by the partnership relating
to Sierra Marketplace, in accordance with my fiduciary duties as the
sole manager of the partnership's general partner. I considered
Monarch's unsolicited offer in accordance with those fiduciary duties.
- I am making my offer to make a return on my investment. Accordingly,
in establishing my purchase price I was motivated to set the lowest
price for your units that might be acceptable to you consistent with
my objectives. Such objectives may conflict with your interest in
receiving the highest price for your units.
- My purchase price of $110.00 is not based on any third party appraisal
or valuation. In addition, my purchase price was determined without
any arm's-length negotiation between me and your partnership. No
independent person has given an opinion on the fairness of my offer,
and no representation is made by me or the general partner of your
partnership on the fairness of my offer. According to Direct
Investment Spectrum, a publication covering limited partnerships,
between November 2007 and June 2008, a limited number of units were
traded in the informal secondary market between a low of $130 and a
high of $175 per unit. No unit sales were reported in the secondary
market between June 2008 and October 2008, and no public information
is available regarding sales of units in the secondary market since
October 2008. My purchase price is approximately 32% below the average
price for the limited number of units which were traded in the
informal secondary market between November 2007 and June 2008. Between
September 2008 and December 2008, through various private
transactions, I agreed to purchases an aggregate of 1,330 units at
$140 per unit. In January 2009, I acquired an aggregate of 2,091 units
for $120 per unit through private transactions. I have estimated the
liquidation value per partnership unit at $101.80, using a very
conservative calculation methodology. (See "Section 13. Background of
the Offer" in the Offer to Purchase.)
- If you tender your units you will be giving up future potential value
from owning the units.
- You may receive more value by retaining your units than by selling
your units to me.
- I am an affiliate of the general partner of your partnership. For the
year ended December 31, 2007 and the fiscal quarter ended September
30, 2008, the general partner was allocated an aggregate of $19,902
and $1,232, respectively, of your partnership's taxable income for
acting in its capacity as the general partner and $112,788 and
$19,442, respectively, in management fees.
- It is possible that I may conduct a future offer at a higher price. I
anticipate continuing to make offers on a periodic basis, to the
extent I have the financial wherewithal to undertake such offers,
until I have acquired ownership of over 50% of the then outstanding
limited partnership units. I do not have any intent to engage in
tender offers or make additional acquisitions upon achieving ownership
of over 50% of the outstanding units. In the course of acquiring just
over 50% of the units of your partnership, I will be providing limited
partners with a cost-effective liquidity alternative to the more
expensive secondary market.
The Offer to Purchase is amended by this Extension of Offer to Purchase
by extending the expiration date of the offer from March 20, 2009 to April 9,
2009.
The first paragraph of the Offer to Purchase is hereby amended by
deleting it in its entirety and replacing it with the following:
"Subject to the terms and conditions set forth herein, I will
purchase up to 25,000 (approximately 13.8%) of the outstanding units of
limited partnership interest in your partnership; provided, however,
that if the purchase of units tendered would result in the number of
record holders of units being less than 350, then I will accept only as
many units as possible on a pro rata basis such that following
acceptance of these units there will still be at least 350 unit holders
of record. If more than 25,000 units are tendered to me, I will accept
units on a pro rata basis according to the number of units tendered by
each person; provided, however, that if the purchase of 25,000 units
would result in the number of record holders of units being less than
350, then I will accept only as many units as possible on a pro rata
basis such that following acceptance of these units there will still be
at least 350 unit holders of record."
The last bulleted paragraph of the list of risk factors beginning on the
cover page of the Offer to Purchase is hereby amended by deleting it in its
entirety and replacing it with the following:
"It is possible that I may conduct a future offer at a higher
price. I anticipate continuing to make offers on a periodic basis, to
the extent I have the financial wherewithal to undertake such offers,
until I have acquired ownership of over 50% of the then outstanding
limited partnership units. I do not have any intent to engage in tender
offers or make additional acquisitions upon achieving ownership of over
50% of the outstanding units. In the course of acquiring just over 50%
of the units of your partnership, I will be providing limited partners
with a cost-effective liquidity alternative to the more expensive
secondary market."
The section of the Offer to Purchase entitled "SUMMARY TERM SHEET ? THE
OFFER" is hereby amended by deleting it in its entirety and replacing it with
the following:
"THE OFFER. Subject to the terms and conditions set forth herein, I
am offering to acquire up to 25,000 of the limited partnership units of
BIGGEST LITTLE INVESTMENTS, L.P., your partnership, for $110.00 per unit
in cash. See "Section 1. Terms of the Offer"; "Section 2. Proration;
Acceptance for Payment and Payment for Units"; "Section 3. Procedures
for Tendering Units"; "Section 4. Withdrawal Rights"; "Section 5.
Extension of Tender Period; Termination; Amendment"; "Section 13.
Background of the Offer"; and "Section 14. Conditions of the Offer."
The section of the Offer to Purchase entitled "SUMMARY TERM SHEET ?
EXPIRATION DATE" is hereby amended by deleting it in its entirety and
replacing it with the following:
"EXPIRATION DATE. My offer expires on April 9, 2009, unless extended,
and you can tender your units until my offer expires. See "Section 1.
Terms of the Offer."
The section of the Offer to Purchase entitled "SUMMARY TERM SHEET ?
CONDITIONS TO THE OFFER" is hereby amended by deleting it in its entirety and
replacing it with the following:
"CONDITIONS TO THE OFFER. There are certain conditions to my offer.
For example, I shall not be required to accept for payment or pay for
any units not theretofore accepted for payment or paid for and may
terminate or amend my offer as to such units, if at any time prior to
the expiration of the offer, the purchase of units tendered would result
in the number of record holders of units being less than 350. See
"Section 14. Conditions of the Offer."
The section of the Offer to Purchase entitled "RISK FACTORS ? POSSIBLE
FUTURE OFFER AT A HIGHER PRICE" is hereby amended by deleting it in its
entirety and replacing it with the following:
"POSSIBLE FUTURE OFFER AT A HIGHER PRICE. It is possible that I may
conduct a future offer at a higher price. I anticipate continuing to
make offers on a periodic basis, to the extent I have the financial
wherewithal to undertake such offers, until I have acquired ownership of
over 50% of the then outstanding limited partnership units. I do not
have any intent to engage in tender offers or make additional
acquisitions upon achieving ownership of over 50% of the outstanding
units. I have no intent or plan to cause the units to be deregistered
under the Exchange Act, to suspend the partnership's reporting
obligations under the Exchange Act, or otherwise to take the partnership
private."
The first paragraph of the section of the Offer to Purchase entitled
"THE OFFER ? SECTION 1. TERMS OF THE OFFER" is hereby amended by deleting it
in its entirety and replacing it with the following:
"SECTION 1. TERMS OF THE OFFER. Upon the terms and subject to the
conditions of the offer, I will accept and thereby purchase up to 25,000
units that are validly tendered on or prior to the expiration date and
not withdrawn in accordance with the procedures set forth in Section 4
of this offer to purchase; provided, however, that if the purchase of
units tendered would result in the number of record holders of units
being less than 350, then I will accept only as many units as possible
on a pro rata basis such that following acceptance of these units there
will still be at least 350 unit holders of record. For purposes of this
offer, the term "expiration date" means 12:00 Midnight, New York City
time, on April 9, 2009, unless I have extended the period of time during
which the offer is open, in which case the term "expiration date" means
the latest time and date on which the offer, as extended by me, expires.
See Section 5 of this offer to purchase for a description of my right to
extend the period of time during which the offer is open and to amend or
terminate my offer."
The first two paragraphs of the section of the Offer to Purchase
entitled "THE OFFER ? SECTION 2. PRORATION; ACCEPTANCE FOR PAYMENT AND
PAYMENT FOR UNITS" are hereby amended by deleting them in their entirety and
replacing them with the following:
"SECTION 2. PRORATION; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. If
the number of units validly tendered on or before the expiration date
and not properly withdrawn is 25,000 or less, I will accept for payment,
subject to the terms and conditions of the offer, all units so tendered;
provided, however, that if the purchase of units tendered would result
in the number of record holders of units being less than 350, then I
will accept only as many units as possible on a pro rata basis such that
following acceptance of these units there will still be at least 350
unit holders of record. If more than 25,000 units are validly tendered
on or prior to the expiration date and not properly withdrawn, I will
accept for payment an aggregate of 25,000 units so tendered on a pro
rata basis according to the number of units validly tendered by each
limited partner with appropriate adjustments to avoid purchases of
fractional units; provided, however, that if the purchase of 25,000
units would result in the number of record holders of units being less
than 350, then I will accept only as many units as possible on a pro
rata basis such that following acceptance of these units there will
still be at least 350 unit holders of record. Please note that avoiding
the purchase of fractional units, whether to limit the number of units
purchased to 25,000 or to maintain at least 350 record holders, may
require you to retain ownership of one or more of the units you
tendered. To the extent required by law, the offer will be extended by
up to ten business days following any proration of units required by
this section to ensure that there will still be at least 350 unit
holders of record.
I will pay for units validly tendered, accepted and not withdrawn
in accordance with Section 4, within five days following the expiration
date. In all cases, the payments for units purchased in my offer will be
made only after timely receipt by my Depositary of a properly completed
and duly executed letter of transmittal or a facsimile thereof, and any
other documents required by the terms hereof or by the letter of
transmittal. See "Section 3. Procedures for Tendering Units.""
The section of the Offer to Purchase entitled "THE OFFER ? SECTION 8.
FUTURE PLANS" is hereby amended by deleting it in its entirety and replacing
it with the following:
"SECTION 8. FUTURE PLANS. My intended goal is to provide the
limited partners of your partnership with a cost-effective liquidity
alternative to the more expensive secondary market and to acquire just
over 50% of the outstanding units of your partnership. I am seeking to
acquire units primarily for investment purposes and with a view to
making a profit. I also control the partnership currently as the
manager of its general partner. As long as I have the financial
wherewithal to undertake acquisitions of limited partnership units, I
anticipate continuing to make offers on a periodic basis until I have
acquired ownership of over 50% of the then outstanding limited
partnership units. I do not have any intent to engage in tender offers
or make additional acquisitions upon achieving ownership of over 50% of
the outstanding units. I have no intent, plan or purpose to cause the
units to be deregistered under the Exchange Act, to suspend the
partnership's reporting obligations under the Exchange Act, or otherwise
to take the partnership private."
The first paragraph of the section of the Offer to Purchase entitled
"THE OFFER ? SECTION 14. CONDITIONS OF THE OFFER" is hereby amended by
deleting it in its entirety and replacing it with the following:
"Notwithstanding any other term of my offer, I shall not be
required to accept for payment or pay for any units not theretofore
accepted for payment or paid for and may terminate or amend my offer as
to such units, if at any time prior to the expiration of the offer, (i)
a preliminary or permanent injunction or other order of any federal or
state court, government or governmental authority or agency shall have
been issued and shall remain in effect which makes illegal, delays or
otherwise directly or indirectly restrains or prohibits the making of my
offer or the acceptance for payment of or payment for any units by me,
or (ii) the purchase of units tendered would result in the number of
record holders of units being less than 350."
I have filed with the Commission a Schedule TO, pursuant to Rule 14d-3
under the Exchange Act, furnishing certain additional information with
respect to my offer, and may file amendments thereto. The Schedule TO and any
amendments thereto, including exhibits, may be inspected and copies may be
obtained at the same places and in the same manner as set forth in Section 9
hereof, except that they will not be available at the regional offices of the
Commission.
BEN FARAHI
March 20, 2009
The letter of transmittal and any other required documents should be
sent or delivered by you or your broker, dealer, commercial bank, trust
company or other nominee to the Depositary at its address set forth below:
VIA U.S. MAIL American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
Attn: Reorg. Department - RAM 2
VIA HAND AND American Stock Transfer & Trust Company
OVERNIGHT COURIER 6201 15th Avenue
Brooklyn, New York 11219
Attn: Reorg. Department - RAM 2
VIA FACSIMILE: (718) 234-5001
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone numbers listed below. Additional copies
of this Offer to Purchase and the Letter of Transmittal may be obtained from
the Information Agent.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
tenderoffer@mackenziepartners.com
800-322-2885
212-929-5500