SEC Comment Letter for Piedmont Realty Trust, Inc. (PDM) (CIK 0001042776) (PDM) — Nov 25, 2009
Piedmont Realty Trust, Inc. (PDM) (CIK 0001042776)
Date: Nov. 25, 2009 · CIK: 0001042776 · Accession: 0000000000-09-067023
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3628 DIVISION OF CORPORATION FINANCE Mail Stop 3628 November 19, 2009 Via Facsimile (714.546.9035) and U.S. Mail Derek D. Dundas, Esq. Rutan & Tucker, LLP 611 Anton Boulevard, 14 th Floor Costa Mesa, California 92626 Re: Piedmont Office Realty Trust, Inc. Schedule TO-T filed November 16 , 2009 by Opportunity Investment Fund I, LLC File No. 005-80150
Dear Mr. Dundas:
We have limited our review of the filing to those issues we have addressed in our comments. Where indicated, we think the bi dder should revise the filing in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand the bi dder’s disclosure. After reviewing this information, we may raise additional comments. All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.
The purpose of our review process is to assist the bidder in the compliance with the applicable disclosure requirements and to enhance the overall disc losure in the filing. We look forward to working with you in th ese respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter. Schedule TO
Offer to Purchase
First Come First Served Acceptance, page 3
1. As discussed in our telephone conversat ion on November 18, 2009, please revise this offer to comply with Exchange Act Rule 14d-8.
Derek D. Dundas, Esq. Rutan & Tucker, LLP November 19, 2009 Page 2 When to Withdraw, page 6
2. As discussed in our telephone conversati on, please revise the January 31 deadline to comply with Exchange Act section 14(d)(5).
Payment, page 6
3. Purchaser discloses that it will pay hold ers within three business days to the extent possible but not to exceed 60 days upon the confirmation from the Corporation that the Shares will be transferred to the Purchaser. Rule 14e-1(c) requires that the Purchaser pay the consideration offered “promptly” upon expiration of the offer. Please revise here and throughout the document, as necessary, including in the secti on entitled “Step 5” on page 9.
* * *
As appropriate, please amend the filing in response to these comments. You may wish to provide us with mark ed copies of the amended filing to expedite our review. Please furnish a cover letter with the amended filing that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing the amended filing and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing reviewed by the staff to be certain that they have provided all material information to investor s. Since the bidder is in posse ssion of all facts relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made. In connection with responding to our comments, please provide, in writing, a statement from the bidd er acknowledging that: • the bidder is responsible fo r the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking a ny action with respect to the filing; and • the bidder may not assert staff comments as a defense in any proceeding initiated by the Commission or any pers on under the federal s ecurities laws of the United States.
Derek D. Dundas, Esq. Rutan & Tucker, LLP November 19, 2009 Page 3 In addition, please be advise d that the Divisi on of Enforcement has access to all information you and the bidder provide to the staff of the Division of Corporation Finance in our review of the filing or in re sponse to our comm ents on the filing. Please direct any questions to me at (202) 551-3444. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to me at the following ZIP code: 20549-3628. S i n c e r e l y , P e r r y J . H i n d i n S p e c i a l C o u n s e l Office of Mergers & Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE
Mail Stop 3628
November 19, 2009
Via Facsimile (714.546.9035) and U.S. Mail
Derek D. Dundas, Esq.
Rutan & Tucker, LLP 611 Anton Boulevard, 14
th Floor
Costa Mesa, California 92626
Re: Piedmont Office Realty Trust, Inc.
Schedule TO-T filed November 16 , 2009 by Opportunity Investment
Fund I, LLC
File No. 005-80150
Dear Mr. Dundas:
We have limited our review of the filing to those issues we have addressed in our
comments. Where indicated, we think the bi dder should revise the filing in response to
these comments. If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand the bi dder’s disclosure. After reviewing this
information, we may raise additional comments. All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.
The purpose of our review process is to assist the bidder in the compliance with
the applicable disclosure requirements and to enhance the overall disc losure in the filing.
We look forward to working with you in th ese respects. We welcome any questions you
may have about our comments or any other aspect of our review. Feel free to call us at
the telephone number listed at the end of this letter.
Schedule TO
Offer to Purchase
First Come First Served Acceptance, page 3
1. As discussed in our telephone conversat ion on November 18, 2009, please revise
this offer to comply with Exchange Act Rule 14d-8.
Derek D. Dundas, Esq.
Rutan & Tucker, LLP November 19, 2009
Page 2
When to Withdraw, page 6
2. As discussed in our telephone conversati on, please revise the January 31 deadline
to comply with Exchange Act section 14(d)(5).
Payment, page 6
3. Purchaser discloses that it will pay hold ers within three business days to the
extent possible but not to exceed 60 days upon the confirmation from the Corporation that the Shares will be transferred to the Purchaser. Rule 14e-1(c) requires that the Purchaser pay the consideration offered “promptly” upon
expiration of the offer. Please revise here and throughout the document, as
necessary, including in the secti on entitled “Step 5” on page 9.
* * *
As appropriate, please amend the filing in response to these comments. You may
wish to provide us with mark ed copies of the amended filing to expedite our review.
Please furnish a cover letter with the amended filing that keys your responses to our
comments and provides any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have additional comments
after reviewing the amended filing and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing reviewed by the staff to be certain that they have provided all
material information to investor s. Since the bidder is in posse ssion of all facts relating to
its disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.
In connection with responding to our comments, please provide, in writing, a
statement from the bidd er acknowledging that:
• the bidder is responsible fo r the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the bidder may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
Derek D. Dundas, Esq.
Rutan & Tucker, LLP November 19, 2009 Page 3
In addition, please be advise d that the Divisi on of Enforcement has access to all
information you and the bidder provide to the staff of the Division of Corporation Finance in our review of the filing or in re sponse to our comm ents on the filing.
Please direct any questions to me at (202) 551-3444. You may also contact me
via facsimile at (202) 772-9203. Please send all correspondence to me at the following
ZIP code: 20549-3628. S i n c e r e l y , P e r r y J . H i n d i n S p e c i a l C o u n s e l Office of Mergers & Acquisitions