SC TO-I/A

As filed with the Securities and Exchange Commission on February 4, 2020

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. 4)

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 GroupLightstone Value Plus Real Estate Investment Trust V, Inc.1985 Cedar Bridge Avenue, Suite 1Lakewood, 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.

☒ 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.:  TO-I	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.

☒ 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. 4 is being filed solely to file Exhibit (a)(2)(H), Notice to Stockholders regarding the extension of the Expiration Date to February 28, 2020, and Exhibit (a)(2)(I), Email to Financial Advisors regarding the extension of the Expiration Date to February 28, 2020.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 4 amends and supplements only the items and exhibits to the Schedule TO that are being amended and supplemented, and unaffected items and exhibits are not included herein.

Item 12.          Exhibits.

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

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.

Date: February 4, 2020	LIGHTSTONE VALUE REAL ESTATE INVESTMENT TRUST V, INC.
	BY:	/s/ Seth Molod
		Seth Molod
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

(a)(1)(A)*	Offer to Purchasedated 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)(2)(D)*	Notice to Stockholders regarding the extension of the Expiration Date to January 31, 2020
(a)(2)(E)*	Press Release dated January 21, 2020
(a)(2)(F)*	Email to Financial Advisors regarding the extension of the Expiration Date
(a)(2)(G)*	Press Release dated January 31, 2020
(a)(2)(H)**	Notice to Stockholders regarding the extension of the Expiration Date to February 28, 2020
(a)(2)(I)**	Email to Financial Advisors regarding the extension of the Expiration Date to February 28, 2020
(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)(H)

Exhibit (a)(2)(H)

 

February 4, 2020

Dear Stockholder:

On December 13, 2019, the Board of Directors (the Board) of Lightstone Value Plus Real Estate Investment Trust V, Inc. (the Company) 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. The Self-Tender Offer was scheduled to expire at midnight Eastern Time on Friday, January 31, 2020. The expiration date of the Self-Tender Offer has been extended to February 28, 2020, unless further extended.

The Board authorized the Self-Tender Offer to deter Everest REIT Investors I, LLC (which was conducting a tender offer at the time with an offer price of $6.00) and other potential bidders that may try to exploit the illiquidity of shares of the Company’s common stock and acquire them from stockholders at prices substantially below their fair value and to make more liquidity available to stockholders above that permitted under the share redemption program (SRP). While the Board of Directors approved the Self-Tender Offer, it makes no recommendation to you as to whether you should tender or refrain from tendering your Shares.

As required by Securities and Exchange Commission (SEC) rules, the 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 and any new requests and all pending requests will not be honored or retained, but will be returned to the requestor.

In connection with this letter, you should carefully read the Offer to Purchase and Letter of Transmittal for the Self-Tender Offer, which were mailed to you in mid-December and have been filed as exhibits to a Schedule TO filed with the SEC, before making your decision regarding the Self-Tender Offer.

Please join us for a call and webinar regarding recent events affecting the Company. The webinar will be held on Thursday, February 13, 2020 at 2:00 p.m. ET. Please register in advance for this webinar at:

lightstonecapitalmarkets.com/fund-reviews

After registering, you will receive a confirmation email containing information about joining the webinar. You may also join us by telephone only:

Participant toll free dial-in numbers: 888-788-0099 or 877-853-5247
Meeting ID: 568 309 105
Date: Thursday, February 13, 2020
Time: 2:00 p.m. ET

If you have any questions, please contact your financial advisor or Lightstone Shareholder Services at (888) 808-7348. We appreciate your trust in the Company and its Board of Directors and thank you for your continued support.

Sincerely,

 

David Lichtenstein Chairman of the Board
Lightstone Value Plus Real Estate Investment Trust V, Inc.

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

Exhibit (a)(2)(I)

Dear Financial Advisor,

On December 13, 2019, the Board of Directors (the Board) of Lightstone Value Plus Real Estate Investment Trust V, Inc. (the Company) 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.  The Self-Tender Offer was scheduled to expire at midnight Eastern Time on Friday, January 31, 2020.  The expiration date of the Self-Tender Offer has been extended to February 28, 2020, unless further extended.

The Board authorized the Self-Tender Offer to deter Everest REIT Investors I, LLC (which was conducting a tender offer at the time with an offer price of $6.00) and other potential bidders that may try to exploit the illiquidity of shares of the Company’s common stock and acquire them from stockholders at prices substantially below their fair value and to make more liquidity available to stockholders above that permitted under the share redemption program (SRP). While the Board of Directors approved the Self-Tender Offer, it makes no recommendation to stockholders as to whether the stockholders should tender or refrain from tendering their Shares.

As required by Securities and Exchange Commission (SEC) rules, the 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 and any new requests and all pending requests will not be honored or retained, but will be returned to the requestor.

Please follow the links below if you would like to see a copy of the letter that was sent to Stockholders re extension of the Company’s Self-Tender Offer or the Company’s Self-Tender Offer.

Letter to Stockholders – Extension of Self-Tender Offer

Schedule TO-I (Self-Tender Offer)

Please join Lightstone for a webinar regarding recent events affecting the Company. The webinar will be held on Thursday, February 13, 2020 at 2:00 p.m. ET.  Please register in advance for this webinar using the link below:

https://zoom.us/webinar/register/WN_8wKHU732QAa1K1cgp5AJBA

After registering, you will receive a confirmation email containing information about joining the webinar.

Due to the expected high volume of attendees, we may be challenged to take every question that might surface during the call. To minimize the risk of not addressing each question in the time allowed, we ask that you submit questions in advance. Submitting your questions in advance will help us focus on our presentation topics, better streamline the Q&A process and answer as many questions as possible. There will be an opportunity to submit questions on the webinar, but we cannot guarantee that we will have time for all live questions.  Please submit all questions to info@lightstonecapitalmarkets.com.  All questions are welcome and encouraged!

—The Lightstone Shareholder Services Team

460 Park Ave., 13th Floor–Suite B | New York, NY 10022
888.808.7348 | lightstonecapitalmarkets.com