UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. __)
American Strategic Investment Co.
| [text] |
| (Name of Subject Company (Issuer)) |
| Bellevue Capital Partners, LLC |
| (Name of Filing Persons (Offerors)) |
| Class A Common Stock, Par Value $0.01 per share |
| (Title of Class of Securities) |
| 649439205 |
| (CUSIP Number of Class of Securities) |
Nicholas S. Schorsch |
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) |
With a copy to:
David S. Huntington, Esq. (212) 373-3000 |
| ☐ | 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:
| ☒ | 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: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the offer (the “Offer”) by Bellevue Capital Partners, LLC (“Bellevue”, “we”, “us” or “our”) to purchase for cash up to 350,000 shares (the “shares”) of Class A common stock, par value $0.01 per share (the “common stock”), of American Strategic Investment Co. (the “Company”), the subject company, at a purchase price equal to $10.25 per share (the “Purchase Price”), in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase (as amended or supplemented from time to time, the “Offer to Purchase”) dated September 27, 2023 (the “Offer Date”) and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.
The information contained in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.
| Item 1. | Summary Term Sheet. |
Reference is made to the information set forth under “Summary Term Sheet” in the Offer to Purchase, which is incorporated herein by reference.
| Item 2. | Subject Company Information. |
(a) The name of the subject company and issuer is American Strategic Investment Co. The address and telephone number of the Company is set forth under Item 3.
(b) Reference is made to the information set forth under “Introduction” in the Offer to Purchase, which is incorporated herein by reference.
(c) Reference is made to the information set forth in the Offer to Purchase under Section 7 (“Price Range of Shares; Dividends”), which is incorporated herein by reference.
| Item 3. | Identity and Background of Filing Person. |
Bellevue is the filing person. The address of its principal executive office is 222 Bellevue Avenue, Newport, RI 02840, and its telephone number is (212) 415-6500. Reference is made to the information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), which is incorporated herein by reference.
| Item 4. | Terms of the Transaction. |
(a) Reference is made to the information set forth in the Offer to Purchase under the following headings, with such information being incorporated herein by reference:
Summary Term Sheet;
Introduction;
| Section 1 | (“Number of Shares; Proration”); |
| Section 2 | (“Purpose of the Offer; Certain Effects of the Offer”); |
| Section 3 | (“Procedures for Tendering Shares”); |
| Section 4 | (“Withdrawal Rights”); |
| Section 5 | (“Purchase of Shares and Payment of Purchase Price”); |
| Section 6 | (“Conditions of the Offer”); |
| Section 7 | (“Price Range of Shares; Dividends”); |
| Section 8 | (“Source and Amount of Funds”); |
| Section 9 | (“Certain Information Concerning the Company”); |
| Section 10 | (“Certain Information Concerning Us”); |
| Section 11 | (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”); |
| Section 12 | (“Legal Matters; Regulatory Approvals”); |
| Section 13 | (“Material U.S. Federal Income Tax Consequences”); |
| Section 14 | (“Extension of the Offer; Termination; Amendment”); |
| Section 15 | (“Fees and Expenses; Information Agent; Depositary”); and |
| Section 16 | (“Miscellaneous”). |
(b) Reference is made to the information set forth under “Introduction” and under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Reference is made to the information set forth under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
(a), (b) and (c) Reference is made to the information set forth under “Summary Term Sheet,” under Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) and under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.
| Item 7. | Source and Amount of Funds or Other Consideration. |
(a), (b) and (d) Reference is made to the information set forth under Section 8 (“Source and Amount of Funds”) in the Offer to Purchase, which is incorporated herein by reference.
| Item 8. | Interest in Securities of the Subject Company. |
(a) and (b) Reference is made to the information set forth under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.
| Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
Reference is made to the information set forth under “Summary Term Sheet” and under Section 15 (“Fees and Expenses; Information Agent; Depositary”) in the Offer to Purchase, which is incorporated herein by reference.
| Item 10. | Financial Statements. |
Not applicable. Pursuant to Instruction 2 to Item 10 of Schedule TO, Bellevue’s financial statements are not considered material because (i) the consideration offered consists solely of cash, (ii) the tender offer is not subject to any financing condition, and (iii) cash requirements will be funded from Bellevue’s available cash. Reference is made to the information set forth in Section 7 (“Source and Amount of Funds or Other Consideration”) in the Offer to Purchase, which is incorporated herein by reference.
| Item 11. | Additional Information. |
| (a) | Reference is made to the information set forth under Section 2 (“Purpose of the Offer; Certain Effects of the Offer”); under Section 10 (“Certain Information Concerning Us”); under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”); and under Section 12 (“Legal Matters; Regulatory Approvals”) in the Offer to Purchase, which is incorporated herein by reference. |
| (c) | The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2) hereto, as each may be amended or supplemented from time to time, is incorporated herein by reference. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference. |
| Item 12. | Exhibits. |
EXHIBIT NUMBER | DESCRIPTION | |
| (a)(1)* | Offer to Purchase, dated September 27, 2023. | |
| (a)(2)* | Letter of Transmittal. | |
| (a)(3)* | Summary Advertisement. | |
| (a)(4)* | Press Release issued by Bellevue. | |
| (b) – (h) | Not applicable. | |
| 107* | Filing Fee Table. | |
| * | Filed herewith |
| Item 13. | Information Required by Schedule 13E-3. |
Not applicable.
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: September 27, 2023
| BELLEVUE CAPITAL PARTNERS, LLC | ||||
| By: | /s/ Nicholas Schorsch | |||
| Name: | Nicholas Schorsch | |||
| Title: | Managing Member | |||
