0001659587-19-000044.txt : 20191030 0001659587-19-000044.hdr.sgml : 20191030 20191030114016 ACCESSION NUMBER: 0001659587-19-000044 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191030 DATE AS OF CHANGE: 20191030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNL Healthcare Properties II, Inc. CENTRAL INDEX KEY: 0001648383 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 474524619 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90721 FILM NUMBER: 191178571 BUSINESS ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 407.650.1000 MAIL ADDRESS: STREET 1: 450 SOUTH ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 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 cnlhc2_sctota.htm SCOTA - AMENDMENT TO OFFER 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)

 

CNL HEALTHCARE PROPERTIES II, INC.

(Name of Subject Company)

 

Everest REIT Investors I, LLC (offeror)

(Filing Persons)

 

Shares of Class A 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: $1,625,000(1)                     Amount of Filing Fee: $196.95

(1)Assumes the purchase of 250,000 Shares at the gross cash price per Share.  

 

[ ]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:  $196.95Filing party:  Everest REIT Investors I, LLC 

Form or registration no.:  SC TO-Date filed:  September 9, 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: [X]

TENDER OFFER

 

This Amendment No. 1 amends the Tender Offer Statement on Schedule TO (“Statement”) relates to the offer (the "Offer") by EVEREST REIT INVESTORS I, LLC (the "Purchaser") to purchase up to 250,000 shares of Class A common stock (the "Shares") in CNL Healthcare Properties II, Inc. (the “Corporation”), the subject company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 9, 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.  

 

The Offer to Purchase expired pursuant to its terms on October 25, 2019.  The Purchaser received approximately 3,223 Shares that were validly tendered and not withdrawn. All tendered Shares were accepted for payment.  Including such tendered Shares, the Purchaser and its affiliates will own a total of approximately 3,223 Shares (less than 0.1% of the outstanding Shares).

 

 

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: October 28, 2019

 

 

EVEREST REIT INVESTORS I, LLC

 


By:/S/ DAVID I. LESSER      

David I. Lesser

President

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