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. 2)
LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST V, INC.
(formerly named 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. 2 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 August 17, 2017, unless the Offer is extended. All references to the Expiration Date in the Offer are hereby amended accordingly.
ITEM 12.EXHIBITS.
(a)(8) Form of Notice to Shareholders
(a)(9) Press Release dated July 26, 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 26, 2017
EVEREST REIT INVESTORS I, LLC
By:/S/ DAVID I. LESSER
David I. Lesser
President
3
Everest REIT Investors
199 SOUTH LOS ROBLES AVENUE, SUITE 200 ¨
PASADENA, CALIFORNIA 91101
HIGHEST OFFER FOR YOUR SHARES EXTENDED
To the Shareholders of Behringer Harvard Opportunity REIT II, Inc.
Everest REIT Investors I, LLC has extended until AUGUST 17, 2017, its offer to purchase 1,300,000 common shares (the "Shares"), in Behringer Harvard Opportunity REIT II, Inc. (the "Corporation"), for $5.25 per Share in cash.
Our offer is HIGHER THAN THE CURRENT PRICE PAID FOR ORDINARY SHARE REDEMPTIONS by the Corporation. If you are thinking about redeeming, you will get more money for your Shares by selling to us.
Our offer exceeds by $3.25 per Share (163%) the highest previous third-party offer for your Shares of which we are aware. Our offer also avoids the payment of commissions, which often exceed 5% of the sale price in secondary market sales.
By selling your Shares, you receive a guaranteed current price for your Shares. The Corporation admits that its estimated value per Share of $7.80 may not reflect the value that stockholders will actually receive, and it is not the value of the Shares according to GAAP, or the liquidation value, or the price the Shares would receive in public trading.
You should read the entire Offer to Purchase dated May 22, 2017, and the related Transfer Agreement (together, the “Offer”) before tendering your Shares. A copy of the Offer documents is available from the following website: Go to: www.v-rooms.com/login/; Login: Behringer2; Password: Password1 (case sensitive); or from the SEC’s EDGAR website at www.sec.gov; or a free copy will be mailed or emailed to you upon request to Stacey McClain in our Investor Relations department, at (800) 611-4613, or by email to Behringer2Offer@everestproperties.com.
If you wish to sell your Shares, please complete and execute the Transfer Agreement in accordance with the Instructions. The Transfer Agreement and Instructions are available as described above. Unless amended, our offer will expire at 5:00 pm Pacific Time on August 17, 2017.
Sincerely,
Everest REIT Investors I, LLC
Exhibit (a)(9)
PRESS RELEASE – PRESS RELEASE – PRESS RELEASE – PRESS RELEASE
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EVEREST REIT 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
PASADENA, CALIFORNIA, July 26, 2017 – Everest REIT Investors I, LLC today announced that it has extended the expiration date of its outstanding tender 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 August 17, 2017. The offer was previously scheduled to expire at 5:00 p.m., Pacific Time, on July 26, 2017. Based on the information provided by tendering shareholders, approximately 151,264 shares have been tendered to date.