0001102946-14-000032.txt : 20140626 0001102946-14-000032.hdr.sgml : 20140626 20140623073506 ACCESSION NUMBER: 0001102946-14-000032 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140620 DATE AS OF CHANGE: 20140623 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Empire State Realty OP, L.P. CENTRAL INDEX KEY: 0001553079 IRS NUMBER: 454685158 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88105 FILM NUMBER: 14934154 BUSINESS ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-953-0888 MAIL ADDRESS: STREET 1: ONE GRAND CENTRAL PLACE STREET 2: 60 EAST 42ND STREET CITY: NEW YORK STATE: NY ZIP: 10165 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: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 925-631-9100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 SC TO-T/A 1 fiskschtot042514finalamd.htm FINAL AMENDMENT fiskschtot042514finalamd.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________

SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
Amendment No. 2

EMPIRE STATE REALTY OP, L.P.
(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC.
(Bidders)
SERIES 250 OPERATING PARTNERSHIP UNITS
(Title of Class of Securities)

292102308
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
  
Chip Patterson, Esq.
MacKenzie Capital Management, LP
  
MacKenzie Capital Management, LP
1640 School Street
  
1640 School Street
Moraga, California  94556
  
Moraga, California  94556
(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
     
 
$1,400,000
$180.32

*
For purposes of calculating the filing fee only.  Assumes the purchase of 100,000 Units at a purchase price equal to $14 per Unit 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:                                           $586.04
    
 
Form or Registration Number: SC TO-T
    
 
Filing Party: MacKenzie Realty Capital, Inc.
    
 
Date Filed:  April 25, 2014
    
       
 
 [ ]
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: [X]
   
 
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)
 
 [ ]
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: [X]
   
 
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)
 
 

FINAL AMENDMENT TO TENDER OFFER

This Final Amendment to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by MacKenzie Realty Capital, Inc. (the “Purchasers”) to purchase up to 100,000 Series 250 operating partnership units (“Series 250 Units” or “Units”) of Empire State Realty OP, L.P. (the “Partnership”), the subject company, at a purchase price equal to $14 per Unit, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated April 25, 2014 (the “Offer Date”) and the related Assignment Form.

The Offer expired on June 13, 2014, and no units were tendered.


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:           June 20, 2014

MacKenzie Realty Capital, Inc.

By:
/s/ Chip Patterson
  
 
 
Chip Patterson, Secretary
    

 
 

MACKENZIE CAPITAL MANAGEMENT, LP

By:           /s/ Chip Patterson                                           
Chip Patterson, Managing Director