Correspondence 0001104659-24-054929 from West 4 Capital LP (CIK 0001997952)
West 4 Capital LP (CIK 0001997952)
Date: April 30, 2024 · CIK: 0001997952 · Accession: 0001104659-24-054929
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CORRESP
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April 30, 2024
VIA EDGAR
Division of Corporation Finance
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Washington, DC 20549
Attn: Eddie Kim
Re: West 4 Capital LP
Lightstone Value Plus REIT II, Inc.
Schedule TO-T Filed April 15,
2024
Filed by West 4 Capital LP, Granite
Sapphire Management Limited, West 4
Capital Investment Adviser Limited,
and Capricorn Fund Managers Limited
File No. 005-94193
Mr. Kim:
On behalf of West 4 Capital
LP (the “Purchaser”), set forth below is the Purchaser’s response to the comments issued by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in your April 26, 2024 letter (the “Comment
Letter”) concerning the above-referenced filing.
For convenience, we have included
the text of the comment from the Comment Letter, followed by our response.
Schedule TO-T filed April 15, 2024
Terms of the Offer, page 9
1. We
note your disclosure that “the Purchaser intends to accept for payment, and pay for, shares validly tendered and not withdrawn .
. . , within three business days following the completion of the Offer, subject to any extensions of such time period that may
be necessary due to the settlement practices of non-traded REITs, some of which are outside the Purchaser’s control.” (emphasis
added). In the next sentence, however, you also state that “the Purchaser will mail checks to Shareholders within three business
days from the time it receives confirmation from the Corporation’s transfer agent that the Shares have been recorded as transferred
to the Purchaser in connection with the Offer.” (emphasis added). Please revise to make clear whether you will pay for the tendered
shares within three business days “following the completion of the Offer” or “the time [the Purchaser] receives [necessary]
confirmations” from the transfer agent. In addition, you disclose that, in a previous tender offer, “such confirmations were
provided by the Corporation’s transfer agents within seven days of the offer’s expiration” (emphasis added),
and that you predict “a similar timeline for this Offer.” Please advise how this complies with the prompt payment requirement
under Rule 14e-1(c).
Concurrently with this response letter, the Purchaser
is filing an amendment (the “Amendment”) to its Schedule TO-T originally filed on April 15, 2024 in connection
with the Purchaser’s tender offer for shares of Lightstone Value Plus REIT II, Inc. (the “Offer”) in response
to the Staff’s comments.
In response to the first of the Staff’s
comments listed above, the Purchaser acknowledges the Staff’s comment and, pursuant to the Amendment, has revised the disclosure
in the Offer to Purchase in response to such comment to clarify that the Purchaser will mail checks to Shareholders within three business
days from the time it receives confirmation from the Corporation’s transfer agent that the Shares have been recorded as transferred
to the Purchaser in connection with the Offer.
In response to the second of the Staff’s
comments listed above, we refer to the following excerpt from Part II.D. of the Commission’s Guidance on Mini-Tender Offers
and Limited Partnership Tender Offers (65 FR 46581, Release No. 34-43069; IC-24564):
Where the target is a limited partnership,
and its securities are not listed on an exchange or quoted on an interdealer quotation system, it may not be possible to pay within three
days, due to delays in transferring the limited partnership interests. Where the bidder is a third party and, therefore, cannot control
the transfer and settlement process, we would not consider a reasonable extension of the three- to five-day period to be a violation of
Rule 14e-1(c). The offer should disclose the anticipated time frame for settlement if it is expected to be delayed for these reasons.
However, where the bidder is an affiliate and is able to control the settlement process, payment should not be delayed for these reasons
and should be made as soon as possible.
While the Corporation is not a limited partnership,
it nonetheless is an issuer of securities that are not listed on an exchange. The Purchaser is a third party unaffiliated with the Corporation
and, therefore, cannot control the transfer and settlement of the Corporation’s securities. In accordance with the above guidance,
the Purchaser has disclosed (in Section 2 of the Offer to Purchase filed as an exhibit to the originally filed Schedule TO-T) the
Purchaser’s anticipated time frame for settlement in light of the Purchaser’s inability to control the Corporation or its
transfer agent and the Purchaser’s reasonable prediction of settlement timing based on the Purchaser’s involvement in previous
tender offers for the Corporation. The Purchaser respectfully submits that such disclosure is compliant with Rule 14e-1(c) under
the Securities Exchange Act of 1934, as amended, and the Commission’s guidance.
* * * * *
The Purchaser acknowledges
that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action
by the Staff.
If you have any questions
regarding the Purchaser’s response or require further information, please do not hesitate to contact the Purchaser’s counsel,
Amos W. Barclay of Holland & Hart LLP, by telephone at (303) 473-4813.
Sincerely,
West 4 Capital LP
By: Granite Sapphire Management Limited,
its General Partner
/s/ Ronen Capeluto
Ronen Capeluto, Chief Investment Officer
cc: Amos W. Barclay, Esq. (Holland & Hart LLP)
Daniel Duchovny (SEC Office of Mergers and Acquisitions)
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