0000950142-13-001335.txt : 20130523 0000950142-13-001335.hdr.sgml : 20130523 20130523165507 ACCESSION NUMBER: 0000950142-13-001335 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130523 DATE AS OF CHANGE: 20130523 GROUP MEMBERS: HB GP LLC GROUP MEMBERS: HUNT CAPITAL PARTNERS LLC GROUP MEMBERS: HUNT ELP LTD. GROUP MEMBERS: JAMES C. HUNT GROUP MEMBERS: MARION L. HUNT GROUP MEMBERS: OTSEGO HOLDINGS LLC GROUP MEMBERS: OTSEGO SHARES LLC GROUP MEMBERS: WOODLEY L. HUNT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTERLINE HOLDING CO CENTRAL INDEX KEY: 0001043325 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133916825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83472 FILM NUMBER: 13868895 BUSINESS ADDRESS: STREET 1: 100 CHURCH STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 2123175700 MAIL ADDRESS: STREET 1: 100 CHURCH STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: CHARTERMAC DATE OF NAME CHANGE: 20031125 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MUNICIPAL MORTGAGE ACCEPTANCE CO DATE OF NAME CHANGE: 19970801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Otsego Shares, LLC CENTRAL INDEX KEY: 0001575463 IRS NUMBER: 800916095 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1225 17TH STREET STREET 2: SUITE 1400 CITY: DENVER STATE: CO ZIP: 08202 BUSINESS PHONE: 303-927-5000 MAIL ADDRESS: STREET 1: 1225 17TH STREET STREET 2: SUITE 1400 CITY: DENVER STATE: CO ZIP: 08202 SC 13D/A 1 eh1300791_13da3-otsego.htm AMENDMENT NO. 3 eh1300791_13da3-otsego.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Centerline Holding Company
(Name of Issuer)

Common Shares of Beneficial Interest
(Title of Class of Securities)

15188T108
(CUSIP Number)

Paul D. Ginsberg, Esq. and Jeffrey D. Marell, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 22, 2013
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
 
 
 
 
 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 2 of 12


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Otsego Shares, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
978,274 (1)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
978,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
978,274
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
(1) All share information in this Schedule 13D reflects the reverse stock split and forward stock split of the Issuer's Common Shares effective March 14, 2013.
 
 
 
 
 
 
 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 3 of 12


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Otsego Holdings, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
978,274
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
978,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
978,274
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 4 of 12


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt Capital Partners, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
978,274
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
978,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
978,274
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 

 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 5 of 12


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt ELP, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
978,274
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
978,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
978,274
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 

 
 
 
 

 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 6 of 12


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
HB GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
978,274
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
978,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
978,274
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 


 
 
 
 
 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 7 of 12


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
James C. Hunt
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
978,274
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
978,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
978,274
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 

 
 
 
 
 
 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 8 of 12


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Marion L. Hunt
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
978,274
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
978,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
978,274
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 

 
 
 
 
 
 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 9 of 12


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Woodley L. Hunt
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
978,274
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
978,274
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
978,274
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
41.1%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 

 
 
 
 
 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 10 of 12
 
 
This statement constitutes Amendment No. 3 to the Schedule 13D relating to the Common Shares, issued by the Issuer, and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 2, 2013, as amended by Amendment No. 1 on May 14th and Amendment No. 2 on May 17th (as amended, the “Initial Schedule 13D”), on behalf of the Reporting Persons, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
 
Item 1.
Security and Issuer
 
No material change.

Item 2.
Identity and Background.
 
No material change.

Item 3.
Source and Amount of Funds or Other Consideration
 
No material change.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following at the end thereof:

“On May 22, 2013, HCP and the Issuer entered into an amendment to the Exclusivity Agreement pursuant to which the previous deadline of 11:59 p.m. EDT on May 22, 2013 was extended to 11:59 p.m. EDT on May 28, 2013 (the “May 22 Extension Letter”).  All other terms of the Exclusivity Agreement remain in full force and effect.

This summary description of the material terms of the May 22 Extension Letter is qualified in its entirety by reference to the complete terms of the May 22 Extension Letter, which is attached hereto as Exhibit 6 and is incorporated herein by reference.”
 
Item 5.
Interest in Securities of the Issuer.
 
No material change.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
The description in Item 4 of the May 22 Extension Letter and the terms therein is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 of the Initial Schedule 13D is hereby amended to add the following:

 
 
 
 
 
 
 
CUSIP No. 15188T108
 
 SCHEDULE 13D
Page 11 of 12
 
 
SIGNATURES
 
After reasonable 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.
 
May 23, 2013
 
  OTSEGO SHARES, LLC  
       
 
By:
Otsego Holdings, LLC,
  
   
its sole member
  
       
  By:  Hunt Capital Partners, LLC,   
   
its non-member manager
  
       
 
By:
/s/ Alan T. Fair  
  Name:   Alan T. Fair  
  Title:  President  
       
 
  OTSEGO HOLDINGS, LLC  
       
 
By:
Hunt Capital Partners, LLC,
  
   
its non-member manager
  
       
 
By:
/s/ Alan T. Fair  
  Name: Alan T. Fair  
  Title: President  
       
 
 
  HUNT CAPITAL PARTNERS, LLC  
       
 
By:
/s/ Alan T. Fair  
  Name: Alan T. Fair  
  Title: President  
       
 
                                                        
  HUNT ELP, LTD.  
       
 
By:
HB GP, LLC,
  
   
its general partner
  
       
 
By:
/s/ Marion L. Hunt  
  Name: Marion L. Hunt  
  Title: Manager  
       
 
  HB GP, LLC  
       
 
By:
/s/ Marion L. Hunt  
  Name: Marion L. Hunt  
  Title: Manager  
       
  /s/ James C. Hunt    
  James C. Hunt    
     
  /s/ Marion L. Hunt   
  Marion L. Hunt   
 
 
 
 
 
 
 
 
CUSIP No. 15188T108
 SCHEDULE 13D
Page 12 of 12
 
 
 
  /s/ Woodley L. Hunt   
  Woodley L. Hunt    
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs this statement shall be typed or printed beneath his signature.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
 
 
 
 
 
 
 
 
 


 EX-99.6 2 eh1300791_ex06.htm EXHIBIT 6 Unassociated Document
EXHIBIT 6
 

 
   May 22, 2013
 

Centerline Holding Company
100 Church Street, 15th Floor
New York, NY 10007

Ladies and Gentlemen:

Reference is made to that certain Standstill and Exclusivity Agreement, dated as of May 13, 2013 (as amended on May 16, 2013, the “Agreement”) by and between Centerline Holding Company (collectively with its Subsidiaries, the “Company”) and Hunt Capital Partners, LLC (“Acquirer”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

This letter agreement confirms our mutual understanding that:

1.           In consideration of the substantial time and resources devoted by the Parties and their respective Representatives in furtherance of negotiating in good faith to enter into a definitive agreement with respect to the proposed Transaction, clause (i) in the definition of “Standstill Period” set forth in Section 6 of the Agreement is hereby amended to replace the date and time referenced therein with: 11:59 p.m. EDT on May 28, 2013.

2.           The Agreement, as hereby amended, is hereby ratified and confirmed by the parties signatory hereto.  Any reference to the Agreement in any other document or writing shall be deemed to refer to the Agreement as amended hereby.  The execution and delivery of this Agreement is not intended to, and does not, amend, modify or waive any provision of the Agreement except as expressly stated herein.


* * * * *
 
 
 
2
 
 
  Very truly yours,  
     
 
HUNT CAPITAL PARTNERS, LLC
 
  
       
 
By:
/s/ Alan T. Fair  
    Name:  Alan T. Fair  
    Title:    President  
       

Acknowledged and agreed:
  
   
CENTERLINE HOLDING COMPANY
 
  
     
By:
/s/ Michael Larsen  
  Name:  Michael Larsen  
  Title:    Chief Financial Officer