0001659587-18-000014.txt : 20180402 0001659587-18-000014.hdr.sgml : 20180402 20180402140928 ACCESSION NUMBER: 0001659587-18-000014 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180402 DATE AS OF CHANGE: 20180402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Griffin-American Healthcare REIT III, Inc. CENTRAL INDEX KEY: 0001566912 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 461749436 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90399 FILM NUMBER: 18728274 BUSINESS ADDRESS: STREET 1: 18191 VON KARMAN AVENUE STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-270-9200 MAIL ADDRESS: STREET 1: 18191 VON KARMAN AVENUE STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 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 gahcr3-sctota1.htm SCTOTA AMD1 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)

 

GRIFFIN-AMERICAN HEALTHCARE REIT III, INC.

(Name of Subject Company)

 

Everest REIT Investors I, LLC (offeror)

Everest REIT Investors II, 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: $6,500,000(1)                     Amount of Filing Fee: $809.25

(1)Assumes the purchase of 1,000,000 Shares at the gross cash price per Share.  

 

[ ]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:  $809.25Filing party:  Everest REIT Investors I, LLC 

Form or registration no.:  SC TO-TDate filed:  February 23, 2018 

[ ]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 and EVEREST REIT INVESTORS II, LLC (collectively, the "Purchaser") to purchase up to 1,000,000 shares of common stock (the "Shares") in Griffin-American Healthcare REIT III, Inc. (the “Corporation”), the subject company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 23, 2018 (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 are hereby extended and will expire at 9:00 p.m., Pacific Time, on April 6, 2018, 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 March 30, 2018

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: March 30, 2018

 

 

EVEREST REIT INVESTORS I, LLC

 


By:/S/ DAVID I. LESSER      

David I. Lesser

President

 

 

 

EVEREST REIT INVESTORS II, LLC

 


By:/S/ DAVID I. LESSER      

David I. Lesser

President

3

 EX-99.A7 2 exhibit_a7.htm PRESS RELEASE exh_a7

Exhibit (a)(7)

 

PRESS RELEASE – PRESS RELEASE – PRESS RELEASE – PRESS RELEASE

Page 1 of 1

EVEREST REIT INVESTORS I, LLC

EVEREST REIT INVESTORS II, 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, March 30, 2018 – Everest REIT Investors I, LLC and Everest REIT Investors II, LLC today announced that they have extended the expiration date of their outstanding tender offer for shares of common stock in Griffin-American Healthcare REIT III, Inc.  The expiration date for the tender offer has been extended to 9:00 p.m., Pacific Time, on April 6, 2018.  The offer was previously scheduled to expire at 9:00 p.m., Pacific Time, on March 30, 2018.  Based on the information available to the bidder, approximately 138,512 shares have been tendered to date.