Form SC TO-T/A - Tender offer statement by Third Party: [Amend]
02 Enero 2024 - 1:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
LIGHTSTONE
VALUE PLUS REIT II, INC.
(Name of Subject Company)
WEST 4 CAPITAL LP
GRANITE SAPPHIRE
MANAGEMENT LIMITED
WEST 4 CAPITAL INVESTMENT
ADVISER LIMITED
CAPRICORN FUND MANAGERS
LIMITED
(Offerors)
(Names of Filing Persons)
COMMON STOCK, $0.01
PAR VALUE
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
Ronen Capeluto
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
+972-54-206-2957
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Copy
to:
Amos W. Barclay
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, Colorado 80302
Phone: (303) 473-2700
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going private transaction subject to Rule 13e-3 |
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amendment to Schedule 13D under Rule 13d-2 |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: x |
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
FINAL AMENDMENT TO TENDER OFFER
This Final Amendment to the Tender Offer Statement
on Schedule TO relates to the offer (the “Offer”) by West 4 Capital LP (the “Purchaser”) to purchase up to up
to 860,000 shares of common stock, par value $0.01 per share (the “Shares”), in Lightstone Value Plus REIT II, Inc.,
the subject company, at a purchase price of $5.51 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 6, 2023, and the related Assignment Form.
The Offer resulted in the tender by shareholders,
and acceptance for payment by the Purchaser, of a total of approximately 143,653 Shares. Following the purchase of all of the tendered
Shares, the Purchaser will own an aggregate of approximately 173,984 Shares, or approximately 1.0% of the total outstanding Shares.
SIGNATURES
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:
January 2, 2024
West 4 Capital LP |
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By: |
/s/
Ronen Capeluto |
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Ronen Capeluto |
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Chief Investment Officer |
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Granite Sapphire Management Limited |
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By: |
/s/ Ronan Guilfoyle |
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Ronan Guilfoyle |
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Director |
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West 4 Capital Investment Adviser Limited |
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By: |
/s/ Ronen Torem |
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Ronen Torem |
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Director |
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Capricorn Fund Managers Limited |
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By: |
/s/ Darryl Noik |
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Darryl Noik |
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Director |
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