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)
KBS LEGACY PARTNERS APARTMENT REIT, 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: $7,380,000(1) Amount of Filing Fee: $743.17
(1)Assumes the purchase of 1,025,000 Shares at the gross cash price per Share. Already paid.
[ ] 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: Not applicableFiling party: Not applicable
Form or registration no.: Not applicableDate filed: Not applicable
[ ] 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 (the “Schedule TO”) filed by EVEREST REIT INVESTORS I, LLC (the "Purchaser") to purchase up to 1,025,000 shares of common stock (the "Shares") in KBS Legacy Partners Apartment REIT, Inc. (the “Corporation”), the subject company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 28, 2016 (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. The following amendments are hereby made.
ITEM 4. TERMS OF THE TRANSACTION
The Offer, withdrawal rights and proration period will expire at 5:00 p.m., Pacific Time, on June 21, 2016, unless the Offer is extended. All references to the Expiration Date in the Offer are hereby amended accordingly.
ITEM 12.EXHIBITS.
(a)(7) Form of Transfer Agreement, revised May 31, 2016
(a)(8) Form of Letter to Shareholders dated May 31, 2016
(a)(9) Press Release dated May 31, 2016
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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: May 31, 2016
EVEREST REIT INVESTORS I, LLC
By:/S/ DAVID I. LESSER
David I. Lesser
President
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KBS LEGACY PARTNERS APARTMENT REIT, INC.
TRANSFER AGREEMENT
Capitalized terms that are not defined below are defined on Page 2, the signature side of this Transfer Agreement.
To participate in the Offer, a duly executed original of this Transfer Agreement and any other documents required by this Transfer Agreement must be received by the Depositary on or prior to the Expiration Date. The method of delivery of all documents is at the election and risk of the tendering Shareholder. Subject to and effective upon acceptance for payment, by signing and delivering this Transfer Agreement, Shareholder hereby sells, assigns, transfers and delivers, and irrevocably directs any custodian or trustee to sell, assign, transfer and deliver to Purchaser, all of Shareholder's right, title and interest in the number of Shares of the Corporation set forth above Shareholder’s signature on Page 2 hereof, at the Cash Price per Share, without interest, upon the terms and subject to the conditions set forth in the Offer dated April 28, 2016, the receipt of which is hereby acknowledged.
Shareholder hereby irrevocably constitutes and appoints Purchaser as the true and lawful agent and attorney-in-fact and proxy of Shareholder with respect to all tendered Shares, with full power of substitution (such power of attorney and proxy being deemed to be an irrevocable power and proxy coupled with an interest), to deliver such Shares and transfer ownership of such Shares on the Corporation's books, together with all accompanying evidences of transfer and authenticity to, or upon the order of, Purchaser, to execute and deliver in the name and on behalf of Shareholder any and all instruments or documents the Corporation or its transfer agent may request in order to complete the transfer (including without limitation any additional agreement of transfer, representation and warranty, indemnity, confirmation of intention to sell Shares, or other forms required by the Corporation or its transfer agent), to provide notice to revoke or withdraw all prior tenders of Shares (which prior tenders are hereby revoked and withdrawn by Shareholder), to obtain confirmation of the number of Shares held by Shareholder, to direct any custodian or trustee holding record title to the Shares to do any of the foregoing, including the execution and delivery of a copy of this Transfer Agreement, and upon acceptance for payment of the Shares by Purchaser, to change the address of record, to receive all benefits and to exercise all voting rights and otherwise exercise all rights of beneficial ownership of such Shares.
Shareholder hereby agrees, with respect to Shares purchased pursuant to the Offer, that: Shares will include any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after the Offer Date; Shareholder assigns to Purchaser all of the Shareholder’s rights to receive dividends from the Corporation, other than dividends paid on or before the Expiration Date; Shareholder assigns to Purchaser all rights to any unpaid proceeds from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the shareholders with respect to such Shares, regardless of when the claims brought pursuant to such action accrued; and all prior proxies and consents given by Shareholder with respect to such Shares will be revoked and no subsequent proxies or consents may be given (and if given will not be deemed effective). Upon request, Shareholder will execute and deliver, and irrevocably directs any custodian to execute and deliver, any additional documents deemed by Purchaser to be necessary or desirable to complete the assignment, transfer, and purchase of such Shares, including obtaining a Medallion Signature Guarantee if necessary (which may be required for transfer; but the lack thereof does not affect the validity of this contract between Shareholder and Purchaser).
Shareholder hereby represents and warrants to Purchaser that Shareholder owns all Shares tendered pursuant to the Offer; that Shareholder has full power and authority to validly sell, assign, transfer and deliver such Shares to Purchaser; and that when any such Shares are accepted for payment by Purchaser, Purchaser will acquire good and marketable title thereto, free and clear of all liens, options, restrictions, charges, encumbrances, adverse claims or other interests. If Shareholder is an entity, the signing person represents and warrants that he has authority to sign this document on behalf of such entity.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity or dissolution of Shareholder and any obligations of Shareholder shall be binding upon the heirs, personal representatives, successors and assigns of Shareholder. Except as stated in the Offer to Purchase, this tender is irrevocable. Shareholder acknowledges and agrees that a tender of Shares to Purchaser will constitute a binding agreement between Shareholder and Purchaser upon the terms and subject to the conditions of the Offer. Shareholder recognizes the right of Purchaser to effect a change of address to Purchaser’s name and address. Shareholder recognizes that under certain circumstances set forth in the Offer to Purchase (including proration), Purchaser may not be required to accept for payment any or all of the Shares tendered hereby; and in such event this Transfer Agreement will be effective to transfer only those Shares accepted for payment by Purchaser and any Transfer Agreement not accepted for payment may be destroyed by Purchaser.
Shareholder hereby certifies, under penalty of perjury, that: the number shown on this agreement as Shareholder’s Social Security or Tax ID Number is correct; Shareholder is not subject to backup withholding; and Shareholder, if an individual, is not a nonresident alien for purposes of U.S. income taxation, and if not an individual, is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). Shareholder understands that this certification may be disclosed to the Internal Revenue Service by the Purchaser and that any false statements contained herein could be punished by fine or imprisonment.
Arbitration Agreement: Purchaser and Shareholder agree that any dispute, claim, or controversy arising out of or related to this agreement or a purchase of Shares shall be resolved by binding arbitration in Los Angeles, California, in accordance with the Arbitration Agreement provision in Section 13 of the Offer to Purchase. Any dispute or claim arising out of or related to this agreement that, for any reason, is not so arbitrated, will be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and Purchaser and Shareholder expressly submit and consent to the exclusive jurisdiction of such Los Angeles County courts and waive all defenses to jurisdiction and venue.
KBS LEGACY PARTNERS APARTMENT REIT, INC.
TRANSFER AGREEMENT
The Offer to Purchase, dated April 28, 2016 (“Offer Date”), as it may be supplemented or amended (the “Offer to Purchase”), and this Transfer Agreement (including the terms on Page 1 hereof) together constitute the “Offer” referenced herein for Shares of Common Stock of KBS Legacy Partners Apartment REIT, Inc. (the “Corporation”).
To tender your shares pursuant to the Offer, please complete all parts of this form and sign and deliver this agreement to Everest – Securities Processing Department, 199 S. Los Robles Ave., Suite 200, Pasadena, CA 91101.
Purchaser: Everest REIT Investors I, LLC | Cash Price per Share: $7.20 | Offer Expires: June 21, 2016 |
1. Your Shareholder Information (“Shareholder” in this agreement) Name and Address As It Appears on the Envelope With the Offer That You Received (This is the name and address that the Corporation’s records show as the name in which your Shares are held)
Custodian/Broker: ______________________ IMPORTANT: Please provide an email Shareholder Name: ______________________ and phone number for us to contact you Address: ______________________ Email: _____________________________ City, State, Zip: ______________________ Phone: _____________________________ | |
2. Shares You Are Selling (“Shares” in this agreement) Number of Shares You Own: _____ Check here to sell ALL your Shares: [ ]or write the number of Shares here if less than All: ____ ONLY SELL ALL OR NONE: [ ](check here if you wish to sell your Shares ONLY IF ALL will be purchased) (If the above information is left blank, you will be deemed to have tendered ALL your Shares without checking the ALL OR NONE box) | |
3. Shareholder Signature(s):
Signature of Owner: ______________________________ Date: __________ Print Signer’s Name: _____________________________ Social Security or Tax ID: _________________________ Signer’s Title, if applicable*: _______________________ *If signature is by a person acting in the capacity of trustee, executor, administrator, attorney in fact, corporate officer, or another fiduciary |
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Signature of Co-Owner: ___________________________ Date: __________ Print Signer’s Name: _____________________________ Social Security or Tax ID: _________________________ Signer’s Title, if applicable*: _______________________ *If signature is by a person acting in the capacity of trustee, executor, administrator, attorney in fact, corporate officer, or another fiduciary |
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This space for use by Everest to obtain Custodian Signature if needed
Signature of Custodian: ___________________________ Date: __________ Print Signer’s Name: _____________________________ Account or Reference No.: ________________________ Email and Phone: _______________________________
| Medallion:
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4. PLEASE READ THE TRANSFER AGREEMENT INSTRUCTIONS AND PROVIDE ANY APPLICABLE DOCUMENTS AS DESCRIBED IN SUCH INSTRUCTIONS. | |
THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT 5:00 PM, PACIFIC TIME, ON JUNE 21, 2016 (THE “EXPIRATION DATE”) UNLESS EXTENDED.
Everest REIT Investors I, LLC
199 SOUTH LOS ROBLES AVENUE, SUITE 200 - PASADENA, CALIFORNIA 91101
TEL (626) 585-5920 - FAX (626) 585-5929
May 31, 2016
To the Shareholders of
KBS Legacy Partners Apartment REIT, Inc.
RE:EXTENSION OF OFFER TO PURCHASE TO JUNE 21, 2016
Dear Shareholder:
Everest REIT Investors I, LLC is offering to purchase 1,025,000 common shares (the "Shares"), in KBS Legacy Partners Apartment REIT, Inc. (the "Corporation"), for cash in the amount of $7.20 per Share upon the terms and subject to the conditions set forth in our Offer to Purchase dated April 28, 2016, and the related Transfer Agreement (together, the “Offer”). We have extended the expiration date of our offer to June 21, 2016. Investors should consider the following:
Our offer may be the only opportunity you have to GET CASH IN 2016 for your Shares. The Corporation exhausted its 2016 funds for standard share redemptions in January 2016, and its 2015 funds for standard redemptions in March 2015. A large number of investors may be waiting for the 2017 redemptions; so you may not be able to get Shares redeemed in 2017.
Our offer avoids the payment of commissions, which often exceed 5% of the sale price.
The Corporation’s admits that its estimated value per Share may not reflect the value that stockholders will actually receive. The Corporation states that its $10.29 estimated value per Share is not the value of the Shares according to GAAP, or their liquidation value, or the price the Shares would receive in public trading. Also, such amount does not account for transaction costs and prepayment penalties that could apply if its properties were sold.
The Corporation may suspend or terminate its redemption program at any time, upon 30 days’ notice. No stockholder approval is required.
The Corporation states that there is no specific date by which it must have a liquidity event.
A Transfer Agreement is enclosed which you can use to tender your Shares. Please complete and execute this Transfer Agreement in accordance with the enclosed Instructions and return it in the envelope provided. You should read the entire Offer before tendering your Shares.
A copy of the Offer documents is available from the following website: Go to: www.vroomspro.com/Login.aspx Login: KBS Legacy; 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 KBSLegacyOffer@everestworld.com. The Purchaser may extend the offer, in which case, the Purchaser will make a public announcement by press release and by posting on the foregoing website no later than 9:00 AM Eastern Time the next business day after the scheduled expiration date. The Offer to Purchase contains information required to be disclosed by Rule 14d-6(d)(1) under the Securities and Exchange Act of 1934 and is incorporated herein by reference.
Unless extended, our offer will expire at 5:00 pm Pacific Time on June 21, 2016.
Very truly yours,
Everest REIT Investors I, LLC
PRESS RELEASE – PRESS RELEASE – PRESS RELEASE – PRESS RELEASE
Page 1 of 1
EVEREST REIT INVESTORS I, LLC
199 S. Los Robles Avenue, Suite 200
Pasadena, CA 91101
CONTACT:Chris Davis or Stacey McClain of Everest REIT Properties, LLC
(626) 585-5920
FOR IMMEDIATE RELEASE
PASADENA, CALIFORNIA, May 31, 2016 – 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 KBS Legacy Partners Apartment REIT, Inc. The expiration date for the tender offer has been extended to 5:00 p.m., Pacific Time, on June 21, 2016. The offer was previously scheduled to expire at 5:00 p.m., Pacific Time, on May 31, 2016. Based on the information provided by tendering shareholders, approximately 63,700 shares have been tendered to date.