SEC Comment Letter 0000000000-23-013092 to Lightstone Value Plus REIT II, Inc. (CIK 0001436975)
Lightstone Value Plus REIT II, Inc. (CIK 0001436975)
Date: Nov. 30, 2023 · CIK: 0001436975 · Accession: 0000000000-23-013092
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo November 30, 2023 Joseph E. Teichman Executive Vice President and General Counsel Lightstone Value Plus REIT II, Inc. 1985 Cedar Bridge Avenue, Suite 1 Lakewood, New Jersey 08701 Re:Lightstone Value Plus REIT II, Inc. Schedule 14D-9 Filed November 22, 2023 File No. 005-94193 Dear Joseph E. Teichman: We have reviewed your filing and have the following comments. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. All defined terms used herein have the same meaning as in your Schedule 14D-9, unless otherwise indicated. Schedule 14D-9 Filed November 22, 2023 Past Contacts, Transactions, Negotiations and Agreements 1.In the first two paragraphs of this section, please explain why the disclosure that pertains to the Company is qualified "[t]o the knowledge of the Company." Otherwise, please omit the qualifications. The Solicitation or Recommendation 2.Refer to the fourth bullet under the subsection "The Key Reasons for the Recommendation." Please specify which sections of the Company's Annual Report on Form 10-K for the year ended December 31, 2022 describe the "methodologies and assumptions, as well as certain qualifications, used to determine the estimated values [of] the Company's assets and liabilities . . ." in connection with the estimated NAV calculation of $10.12 per Share. See General Instruction C to Schedule 14D-9. 3.Refer to the following statement made under the last bullet of the subsection "The Key
FirstName LastNameJoseph E. Teichman Comapany NameLightstone Value Plus REIT II, Inc. November 30, 2023 Page 2 FirstName LastName Joseph E. Teichman Lightstone Value Plus REIT II, Inc. November 30, 2023 Page 2 Reasons for the Recommendation": "[T]he Board of Directors noted that the Tender Offer can be amended, including to reduce the consideration paid for the Shares, or terminated with little notice to Stockholders" (emphasis added). Under Rule 14e-1(b) of the Exchange Act, a tender offer needs to remain open for at least 10 business days after any decrease in offer consideration. Please revise accordingly to prevent this disclosure from being misleading. Person/Assets, Retained, Employed, Compensated or Used 4.We note in the disclosure under "Reasons for the Recommendation" that the Board of Directors consulted the Advisor about the Tender Offer. Please state in your response letter whether the Advisor received any compensation from the Company in connection with the Board of Director's consultation with representatives of the Advisor regarding the terms of the Tender Offer. Revise the disclosure in this section of the Schedule 14D-9 if applicable. See Item 1009(a) of Regulation M-A. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Christina Chalk at 202-551-3263, Shane Callaghan at 202- 330-1032, or Eddie Kim at 202-679-6943. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
November 30, 2023
Joseph E. Teichman
Executive Vice President and General Counsel
Lightstone Value Plus REIT II, Inc.
1985 Cedar Bridge Avenue, Suite 1
Lakewood, New Jersey 08701
Re:Lightstone Value Plus REIT II, Inc.
Schedule 14D-9 Filed November 22, 2023
File No. 005-94193
Dear Joseph E. Teichman:
We have reviewed your filing and have the following comments.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your Schedule 14D-9, unless
otherwise indicated.
Schedule 14D-9 Filed November 22, 2023
Past Contacts, Transactions, Negotiations and Agreements
1.In the first two paragraphs of this section, please explain why the disclosure that pertains
to the Company is qualified "[t]o the knowledge of the Company." Otherwise, please omit
the qualifications.
The Solicitation or Recommendation
2.Refer to the fourth bullet under the subsection "The Key Reasons for the
Recommendation." Please specify which sections of the Company's Annual Report on
Form 10-K for the year ended December 31, 2022 describe the "methodologies and
assumptions, as well as certain qualifications, used to determine the estimated values [of]
the Company's assets and liabilities . . ." in connection with the estimated NAV
calculation of $10.12 per Share. See General Instruction C to Schedule 14D-9.
3.Refer to the following statement made under the last bullet of the subsection "The Key
FirstName LastNameJoseph E. Teichman
Comapany NameLightstone Value Plus REIT II, Inc.
November 30, 2023 Page 2
FirstName LastName
Joseph E. Teichman
Lightstone Value Plus REIT II, Inc.
November 30, 2023
Page 2
Reasons for the Recommendation": "[T]he Board of Directors noted that the Tender Offer
can be amended, including to reduce the consideration paid for the Shares, or terminated
with little notice to Stockholders" (emphasis added). Under Rule 14e-1(b) of the Exchange
Act, a tender offer needs to remain open for at least 10 business days after any decrease in
offer consideration. Please revise accordingly to prevent this disclosure from being
misleading.
Person/Assets, Retained, Employed, Compensated or Used
4.We note in the disclosure under "Reasons for the Recommendation" that the Board of
Directors consulted the Advisor about the Tender Offer. Please state in your response
letter whether the Advisor received any compensation from the Company in connection
with the Board of Director's consultation with representatives of the Advisor regarding the
terms of the Tender Offer. Revise the disclosure in this section of the Schedule 14D-9 if
applicable. See Item 1009(a) of Regulation M-A.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Christina Chalk at 202-551-3263, Shane Callaghan at 202-
330-1032, or Eddie Kim at 202-679-6943.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions