0001550913-18-000090.txt : 20181022 0001550913-18-000090.hdr.sgml : 20181022 20181022104314 ACCESSION NUMBER: 0001550913-18-000090 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181022 DATE AS OF CHANGE: 20181022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hines Global REIT, Inc. CENTRAL INDEX KEY: 0001453818 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 263999995 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90459 FILM NUMBER: 181131792 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BOULEVARD SUITE 5000 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 888-220-6121 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD SUITE 5000 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MacKenzie Realty Capital, Inc. CENTRAL INDEX KEY: 0001550913 IRS NUMBER: 454355424 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 89 DAVIS ROAD, STE. 100 CITY: ORINDA STATE: CA ZIP: 94563 BUSINESS PHONE: 925-631-9100 MAIL ADDRESS: STREET 1: 89 DAVIS ROAD, STE. 100 CITY: ORINDA STATE: CA ZIP: 94563 SC TO-T/A 1 hinesglobalsctota2101918.htm AMENDMENT NO. 2 TO TENDER OFFER STATEMENT
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________
Amendment No. 2
to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________

HINES GLOBAL REIT, INC.
(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC., CMG PARTNERS, LLC, AND COASTAL REALTY BUSINESS TRUST
 (Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)

None or unknown
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
  
Chip Patterson, Esq.
MacKenzie Capital Management, LP
  
MacKenzie Capital Management, LP
89 Davis Road, Suite 100
  
89 Davis Road, Suite 100
Orinda, CA 94563
  
Orinda, CA 94563
(925) 631-9100 ext. 1024
  
(925) 631-9100 ext. 1006


(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee

 
Transaction
Amount of
 
Valuation*
Filing Fee
     
 
$16,605,000
$2,012.53
 
*
For purposes of calculating the filing fee only.  Assumes the purchase of 2,700,000 Shares at a purchase price equal to $6.15 per Share in cash.
   
[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: $10,143.13
 
Form or Registration Number: SC TO-T
 
Filing Party: MacKenzie Realty Capital, Inc.
 
Date Filed: October 2, 2018
   
[ ]
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:
   
[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: [ ]
   
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
   
[ ]
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
[ ]
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 

TENDER OFFER

This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by: MacKenzie Realty Capital, Inc., CMG Partners, LLC, and Coastal Realty Business Trust (collectively the "Purchasers") to purchase up to 13,608,000 shares of common stock (the "Shares")  in Hines Global REIT, Inc. (the "REIT"), the subject company, at a purchase price equal to $6.15 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") dated October 1, 2018 (the "Offer Date") and the related Assignment Form.

This Offer is hereby amended to reduce the number of Shares the Purchasers are offering to purchase from 13,608,000 to 2,700,000. The 2,700,000 Shares subject to the Offer constitute approximately 1% of the outstanding Shares. Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchasers of up to $16,605,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital.  The Purchasers are reducing the number of Shares they are offering to purchase because, based upon the response by Shareholders in this Offer thus far, the Purchasers believe that it is highly unlikely that more than 2,700,000 shares will be tendered.   As of the date hereof, no Shares have been tendered.  The Purchasers have reduced the number offered to 2,700,000 based upon their experience that it is highly improbable that more than 2,700,000 Shares would be tendered, so pro rating should not be an issue, based upon our experience, and the Purchasers do not wish to continue to commit more funds that necessary for the purchase of Shares.  All other terms remain the same.

The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.

Item 12. Exhibits.


(a)(1)
Amended Offer to Purchase dated October 19, 2018*
   
(a)(2)
Amended Assignment Form*
   
(a)(3)
Amended Form of Letter to Shareholders dated October 19, 2018*
 
(a)(4)
 
*
 
 
Form of advertisement in Investor's Business Daily*
 
Filed Previously
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: October 22, 2018

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson
Chip Patterson, Secretary

Coastal Realty Business Trust
By: MacKenzie Capital Management, LP, Trustee

By: /s/ Chip Patterson
Chip Patterson, Secretary

CMG Partners, LLC

By: /s/ Mark Swenson, Manager