UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PIEDMONT OFFICE REALTY TRUST, INC.
(Name of Subject Company)
Series C (PDM B-3) of Tender Investors, LLC,
which is managed by
Tender Investors Manager LLC,
whose sole member is
Apex Real Estate Advisors, LLC
(Name of Filing Persons - Offerors)
SHARES OF CLASS B-3 COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
720190 503
(CUSIP Number of Class of Securities)
Brent Donaldson
Series C (PDM B-3) of Tender Investors, LLC,
a Delaware series limited liability company
c/o Tender Investors Manager, LLC
6114 La Salle Ave., #345
Oakland, CA 94611
Tel: 510.619.3636
Fax: 925.403.7967
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee $5,880
$29,400,000
*For purposes of calculating the original filing fee only. In the original filing, the offer was to purchase of 2,100,000 Shares at a purchase price equal to $14.00 per Share in cash.
¨ 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: $5,880
Form or Registration: Schedule TO-T
Number: 005-80150
Filing Party: Series C (PDM B-3) of Tender Investors, LLC
Date Filed: August 3, 2010
¨ 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:
ý 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: ¨
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TENDER OFFER
This Amendment No. 1 to the Schedule TO filed on August 3, 2010 (the “Original Schedule TO”) by Series C (PDM B-3) of Tender Investors, LLC, a Delaware series limited liability company, (the “Purchaser”), relates to the offer (the “Offer”) commenced on August 3, 2010 (the “Offer Date”) to purchase up to 2,100,000 shares of Class B-3 common stock (the “Shares”) of Piedmont Office Realty Trust, Inc. (the “Company”), the subject company, at a purchase price equal to $14.00 per Share, and is being filed to amend and restate in full the Schedule TO and provide an amended and restated Offer to Purchase (“Amended Offer”) as Exhibit (a)(1) and Letter to Shareholders as Exhibit (a)(3). Pursuant to the Amended Offer, the Purchaser is offering to acquired 427,000 Shares, an amount reduced from the original 2,100,000 shares. All other exhibits remain the same as presented in the Original Schedule TO.
The Offer, withdrawal rights, and proration period will expire at 11:59 P.M., Eastern Time, on October 15, 2010 (the “Expiration Date”) unless the Offer is extended. Shareholders who tender their Shares will not be obligated to pay any Company transfer fees, or any other fees, expenses or commissions in connection with the tender of Shares, unless such a fee or commission is charged by the tendering shareholder’s broker, dealer, commercial bank, trust company or other nominee. The Purchaser will pay all such costs and all charges and expenses of Tender Manager Depositary, LLC (the “Depositary”), as depositary in connection with the Offer.
Tender of Shares will include the tender of any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after August 3, 2010. Tendering shareholders will retain the right to any dividends that are accrued and unpaid through the date the transfer of the Shares purchased pursuant to the Offer is registered in the stock transfer books of the Company (the “Record Transfer Date”) and any such dividends will be paid by the Company directly to the tendering shareholders. Any dividends declared after the Record Transfer Date, pursuant to the terms of the Offer and as set forth in the Assignment Form, are assigned by tendering shareholders to the Purchaser. The Purchaser is entitled to all proceeds that are paid on or after the Record Transfer Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering shareholders with respect to the transferred Shares, regardless of when the claims asserted and such action accrued. If at least ten business days do not remain in the offer at the time such a distribution is announced, then the Offer will be extended for ten business days after such distribution is announced.
The manager of the Purchaser is Tender Investors Manager, LLC, a Delaware limited liability company (the “Manager”). The sole member of the Manager is Apex Real Estate Advisors, LLC, a Delaware limited liability company (“Apex”). The Manager and Apex can each be deemed, along with the Purchaser, to be bidders and, as such, this Schedule TO is being filed on behalf of all of them. None of the Purchaser, the Manager or Apex or their affiliates have previously conducted a tender offer for the Company’s Shares.
The Company had 39,692,788 Shares outstanding as of May 10, 2010, according to its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2010. None of the Purchaser, the Manager, Apex or their affiliates own any Shares. The 427,000 Shares subject to the Offer constitute approximately 1.1% of the outstanding Shares. Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchaser of approximately $5,978,000 in aggregate purchase price. The Purchaser intends to fund the purchase price through contributions made by its members, as described in detail in Section 12 --- Source of Funds of the Amended and Restated Offer to Purchase dated August 26, 2010 and incorporated herein by reference.
The address of the Company’s principal executive offices is 11695 Johns Creek Parkway, Ste. 350, Johns Creek, Georgia 30097, and its phone number is (770) 418-8800.
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Items 1 through 11.
The information in the Amended and Restated Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 11 of this Statement, except as set forth above or below.
Item 12. Exhibits.
(a)(1) Amended and Restated Offer to Purchase dated August 26, 2010
(a)(2) Assignment Form*
(a)(3) Amended and Restated Form of Letter to Shareholders dated August 26, 2010
(a)(4) Form of Advertisement in Investor’s Business Daily*
(a)(5) Press Release of Series C (PDM B-3) of Tender Investors, LLC, dated August 26, 2010
(b)-(h) Not applicable
* Previously filed with Original Schedule TO.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: August 26, 2010
SERIES C (PDM B-3) OF TENDER INVESTORS, LLC,
A DELAWARE SERIES LIMITED LIABILITY COMPANY
By: Tender Investors Manager, LLC
Its: Manager
By: Apex Real Estate Advisors, LLC
Its: Manager
/s/Brent R. Donaldson
By: Brent Donaldson
Its: Managing Principal
TENDER INVESTORS MANAGER, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By: Apex Real Estate Advisors, LLC
Its: Manager
/s/Brent R. Donaldson
By: Brent Donaldson
Its: Managing Principal
APEX REAL ESTATE ADVISORS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
/s/ Brent R. Donaldson
By: Brent Donaldson
Its: Managing Principal
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EXHIBIT INDEX
|
Exhibit |
Description |
|
(a)(1) |
Amended and Restated Offer to Purchase dated August 26, 2010 |
|
(a)(3) |
Amended and Restated Form of Letter to Shareholders dated August 26, 2010 |
|
(a)(5) |
Press Release of Series C (PDM B-3) of Tender Investors, LLC dated August 26, 2010 |
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