0001659587-17-000023.txt : 20170719 0001659587-17-000023.hdr.sgml : 20170719 20170719134722 ACCESSION NUMBER: 0001659587-17-000023 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170719 DATE AS OF CHANGE: 20170719 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Behringer Harvard Opportunity REIT II, 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: 17972040 BUSINESS ADDRESS: STREET 1: 15601 DALLAS PARKWAY, SUITE 600 CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 214-655-1600 MAIL ADDRESS: STREET 1: 15601 DALLAS PARKWAY, SUITE 600 CITY: ADDISON STATE: TX ZIP: 75001 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 behringer-ii_sctota.htm AMENDMENT 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)

 

BEHRINGER HARVARD OPPORTUNITY REIT II, 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: $6,825,000(1)                     Amount of Filing Fee: $791.02

(1)Assumes the purchase of 1,300,000 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:  $791.02Filing party:  Everest REIT Investors I, LLC 

Form or registration no.:  SC TO-TDate filed:  May 22, 2017 

[ ]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 1,300,000 shares of common stock (the "Shares") in Behringer Harvard Opportunity REIT II, Inc. (the “Corporation”), the subject company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 22, 2017  (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 will expire at 5:00 p.m., Pacific Time, on July 26, 2017, unless the Offer is extended. All references to the Expiration Date in the Offer are hereby amended accordingly.

 

ITEM 12.EXHIBITS. 

 

(a)(7)  Press Release dated July 19, 2017

2

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: July 19, 2017

 

 

EVEREST REIT INVESTORS I, LLC

 

 

By:/S/ DAVID I. LESSER      

David I. Lesser

President

3

 EX-99 2 exhibit_a7.htm PRESS RELEASE PressRelease

Exhibit (a)(7)

 

PRESS RELEASE – PRESS RELEASE – PRESS RELEASE – PRESS RELEASE

Page 1 of 1

EVEREST RXIT 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

 

 

PASADCNA, CALIFORNIA, July 19, 2017 – Everest REIT Investors I, LLC today announced that it has extended the expiration date of its outstanding tehder offer for shares of common stock in Behringer Harvard Opportunity REIT II, Inc.  The expiration date for the tender offer has been extended to 5:00 p.m., Pacific Time, on July 26, 2017.  The offer was previously scheduled to expire at 5:00 p.m., Pacific Time, on July 19, 2017.  Based on the information provided by tendering shareholders, approximately 135,227 shares have been tefdered to date.