0001659587-19-000064.txt : 20191223 0001659587-19-000064.hdr.sgml : 20191223 20191223143322 ACCESSION NUMBER: 0001659587-19-000064 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20191223 DATE AS OF CHANGE: 20191223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lightstone Value Plus Real Estate Investment Trust V, Inc. CENTRAL INDEX KEY: 0001387061 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 208198863 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86871 FILM NUMBER: 191305192 BUSINESS ADDRESS: STREET 1: 1985 CEDAR BRIDGE AVENUE, SUITE 1 CITY: LAKEWOOD STATE: NJ ZIP: 08701 BUSINESS PHONE: (888) 808-7348 MAIL ADDRESS: STREET 1: 1985 CEDAR BRIDGE AVENUE, SUITE 1 CITY: LAKEWOOD STATE: NJ ZIP: 08701 FORMER COMPANY: FORMER CONFORMED NAME: Behringer Harvard Opportunity REIT II, Inc. DATE OF NAME CHANGE: 20070118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Everest REIT Investors I, LLC CENTRAL INDEX KEY: 0001659587 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 199 S LOS ROBLES AVE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-585-5920 MAIL ADDRESS: STREET 1: 199 S LOS ROBLES AVE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 SC TO-T/A 1 lightstonev-sctota-1.htm AMD NO. 1 SCTOTA

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

______________

 

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

 

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST V, INC.

(Name of Subject Company)

 

Everest REIT Investors I, LLC (offeror)

(Filing Persons)

 

Shares of Common Stock

(Title of Class of Securities)

 

None known

(CUSIP Number of Class of Securities)

 

Christopher K. Davis

Everest REIT Properties, LLC

199 S. Los Robles Ave., Suite 200

Pasadena, CA 91101

Telephone (626) 585-5920

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

CALCULATION OF FILING FEE

Transaction Valuation: $7,200,000(1)                     Amount of Filing Fee: $934.56

(1)Assumes the purchase of 1,200,000 Shares at the gross cash price per Share.  

 

[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 

Amount previously paid:  $934.56Filing party:  Everest REIT Investors I, LLC 

Form or registration no.:  SC TO-TDate filed:  December 2, 2019 

[ ]Check 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: [ ]

TENDER OFFER

 

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (“Statement”) relating to the offer (the "Offer") by EVEREST REIT INVESTORS I, LLC (the "Purchaser") to purchase up to 1,200,000 shares of common stock (the "Shares") in Lightstone Value Plus Real Estate Investment Trust V, Inc. (the “Corporation”), the subject company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 2, 2019 (the "Offer to Purchase") and the related Transfer Agreement. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.

 

ITEM 4.TERMS OF THE TRANSACTION 

 

The Offer, withdrawal rights and proration period are hereby amended and will expire at 9:00 p.m., Pacific Time, on January 8, 2020, unless the Offer is extended. All references to the Expiration Date in the Offer are hereby amended accordingly.

 

ITEM 12.EXHIBITS. 

 

(a)(8)   Press Release dated December 23, 2019

 

(a)(9)   Advertisement in Investor’s Business Daily

 

 

 

 

 

SIGNATURE

 

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: December 23, 2019

 

 

EVEREST REIT INVESTORS I, LLC

 


By:/S/ DAVID I. LESSER      

David I. Lesser

President

2 

 EX-99.A8 2 exhibit_a8.htm PRESS RELEASE press release

Exhibit (a)(8)

 

PRESS RELEASE – PRESS RELEASE – PRESS RELEASE – PRESS RELEASE

Page 1 of 1

EVEREST REIT INVESTORS I, LLC

199 S. Los Robles Avenue, Suite 200

Pasadena, CA  91101

 

CONTACT:Chris Davis or Stacey McClain  

(626) 585-5920 

 

 

FOR IMMEDIATE RELEASE

 

 

PASADENA, CALIFORNIA, December 23, 2019 – Everest REIT Investors I, LLC today announced that they have amended the expiration date of their outstanding tender offer for shares of common stock in Lightstone Value Plus Real Estate Investment Trust V, Inc.  The expiration date for the tender offer has been amended to 9:00 p.m., Pacific Time, on January 8, 2020.  The offer was previously scheduled to expire at 9:00 p.m., Pacific Time, on January 17, 2020.  

 EX-99.A9 3 exhibit_a9.htm ADVERTISEMENT SUMMARY ADVERTISEMENT

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. The Offer is being made solely by the Offer to Purchase defined below.

 

Notice of Amendment to Offer to Purchase for Cash

1,200,000 SHARES OF COMMON STOCK OF

LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST V, INC. BY

EVEREST REIT INVESTORS I, LLC

 

Pursuant to the Offer to Purchase, dated December 2, 2019 (the “Offer to Purchase”), and the related Transfer Agreement, as each may be supplemented or amended from time to time (which together constitute the “Offer”), Everest REIT Investors I, LLC (the “Purchaser”), is offering to purchase up to 1,200,000 shares of the common stock (“Shares”) in Lightstone Value Plus Real Estate Investment Trust V, Inc. (the "Company").

 

THE EXPIRATION DATE FOR THE OFFER AND WITHDRAWAL RIGHTS HAS BEEN AMENDED TO EXPIRE AT 9:00 P.M. PACIFIC TIME ON JANUARY 8, 2020, UNLESS THE OFFER IS EXTENDED.

 

The Offer and complete tender offer materials are available on the internet for review, download or printing at www.everestreitinvestors.com, or will be furnished promptly at Purchaser’s expense, upon request. Questions and requests for assistance may be directed to the Purchaser at its address and telephone number: 199 S. Los Robles Ave., Suite 200, Pasadena, CA 91101; Tel.: (626) 585-5920; Fax: (626) 585-5929; Email: offers@everestreitinvestors.com.