SC TO-I/A

As filed with the Securities and Exchange Commission on December 20, 2019

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 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 (Issuer) and Filing Person (Offeror))

Common Stock, $0.0001 par value per share
(Title of Class of Securities)

53227M 107
(CUSIP Number of Class of Securities)

Terri Warren Reynolds, Esq.
c/o The Lightstone Group
Lightstone Value Plus Real Estate Investment Trust V, Inc.
1985 Cedar Bridge Avenue, Suite 1
Lakewood, New Jersey 08701
(732) 367-0129
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Valuation: $15,500,000 (a) Amount of Filing Fee*: $2,011.90 (b)

(a) Calculated as the maximum aggregate purchase price to be paid for shares of common stock.

(b) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $129.80 per million of the aggregate amount of cash offered by the Company.

x Check the 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:  $2,011.90	Filing Party:  Lightstone Value Plus Real Estate Investment Trust V, Inc.
Form or Registration No.:  005-86871	Date Filed:  December 17, 2019

¨ Check the 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:

¨ third-party tender offer subject to Rule 14d-1.

x 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: ¨

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

SCHEDULE TO

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO of Lightstone Value Plus Real Estate Investment Trust V, Inc., a Maryland corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2019 (the “Schedule TO”) relating to the Company’s offer to purchase for cash up to 2 million shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), subject to the Company’s ability to increase the number of Shares accepted for payment in the offer by up to, but not more than, 2% of the Company’s outstanding Shares (resulting in a commensurate increase in the number of Shares by up to approximately 444,000 Shares) without amending or extending the offer in accordance with rules promulgated by the Securities and Exchange Commission, at a purchase price of $7.75 per Share, net to the seller in cash, less any applicable withholding taxes and without interest.

The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 17, 2019, and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.

This Amendment No. 1 is being filed solely to file Exhibit (a)(2)(C), Letter provided to stockholders requesting redemptions under share redemption program.

Items 1 through 11.

The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated by reference in answer to Items 1 through 11 of this Tender Offer Statement on Schedule TO.

Item 12. Exhibits.

The Exhibit Index appearing after the signature page to this Schedule TO is incorporated by reference.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	LIGHTSTONE VALUE REAL ESTATE INVESTMENT TRUST V, INC.
Date:  December 20, 2019
	BY:	/s/ Seth Molod
		Seth Molod
		Executive Vice President and Chief Financial Officer

2

EXHIBIT INDEX

(a)(1)(A)*	Offer to Purchase dated December 17, 2019
(a)(1)(B)*	Letter of Transmittal
(a)(1)(C)*	Odd Lot Certification Form
(a)(1)(D)*	Letter of Custodians
(a)(2)(A)*	Letter to Stockholders
(a)(2)(B)*	Email to Financial Advisors
(a)(2)(C)**	Letter provided to Stockholders requesting redemptions under share redemption program
(a)(5)(A)*	Excerpt from Current Report on Form 8-K regarding the share redemption program
(d)(1)(A)	Fifth Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed January 4, 2019

*       Previously filed.

**       Filed herewith.

EX-99.(A)(2)(C)

Exhibit (a)(2)(C)

 

December 20, 2019

«Address_Line_1»

«Address_Line_2»

«Address_Line_3»

«Address_Line_4»

«Address_Line_5»

Account # «Acct»

Dear Shareholder,

We are in receipt of your request to redeem all or part of your shares in Lightstone Value Plus REIT V, Inc. (the Company) through our Share Redemption Program.

On December 13, 2019, the Board of Directors of the Company has authorized a self-tender offer (the Self-Tender Offer) to purchase up to 2,000,000 shares of common stock of the Company at $7.75 per share. Unless extended or withdrawn, the Self-Tender Offer will expire at midnight Eastern Time on Friday, January 17, 2020.

As required by SEC rules, the Share Redemption Program (SRP) was suspended indefinitely in connection with the Self-Tender Offer. While the SRP is suspended, the Company will not accept any requests for redemption.

All pending requests have been cancelled as of December 13, 2019, including your redemption request, received on <date received>, to redeem <amount requested> shares.

OR

All pending requests have been cancelled as of December 13, 2019, including the remaining balance of your redemption request, received on <date received>, <amount requested> pending in queue for future consideration.

You should receive, or may have already received, an Offer to Purchase and Letter of Transmittal with additional information about the Self-Tender Offer. If you would like to tender a portion or all of your shares pursuant to the terms of the Self-Tender Offer, please follow the instructions given in the materials to properly complete and submit the Letter of Transmittal by midnight Eastern Time on January 17, 2020.

If the Board determines to resume the SRP, the Company will notify stockholders through a public filing with the Securities and Exchange Commission. A new redemption request would need to be submitted to participate in in any future SRP.

To obtain an archived copy of your previously submitted redemption request form, please contact Shareholder Services at 888-808-7348, or investorservices@lightstonegroup.com. We are available Monday – Thursday 9 am -6 pm EST, and 9 am – 4 pm on Friday should you have any questions.

Sincerely,

Shareholder Services

Lightstone Value Plus REIT V, Inc.