Bellevue Capital Partners SC TO-T/AThird party tender offer statement (amended)

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. 4)

With a copy to:

Check the appropriate boxes below to designate any transactions to which the statement relates:

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:

SCHEDULE TO

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”), originally filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2024, as amended on May 16, 2024 (“Amendment No. 1”), as further amended on May 23, 2024 (“Amendment No. 2”) and as further amended on June 26, 2024 (“Amendment No. 3”), relating to the offer (the “Offer”) by Bellevue Capital Partners, LLC (“Bellevue”, “we”, “us” or “our”) to purchase for cash up to 125,000 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 $11.00 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 (the “Original Offer to Purchase”) dated May 7, 2024 (the “Offer Date”), as amended and supplemented by the Supplement to Offer to Purchase, dated May 16, 2024 (the “First Supplement”), as further amended and supplemented by the Second Supplement to Offer to Purchase, dated May 23, 2024 (the “Second Supplement”), as further amended and supplemented by the Third Supplement to Offer to Purchase, dated June 26, 2024 and as further amended and supplemented by the Fourth Supplement to Offer to Purchase, dated June 28, 2024 and filed herewith as Exhibit (a)(1) (the “Fourth Supplement” and, together with the Original Offer to Purchase, the First Supplement, the Second Supplement and the Third Supplement, as further amended and supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal, filed as Exhibit (a)(2) to the Schedule TO.

This Amendment No. 4 is being filed in accordance with Rule 14d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as specifically provided herein, the information contained in the Schedule TO, Amendment No.1, Amendment No. 2, Amendment No.3, the Original Offer to Purchase, the First Supplement, the Second Supplement, the Third Supplement and the other documents that constitute part of the Offer remain unchanged. The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Amendment No. 4 as more particularly described below. Such information amends and supplements the information previously incorporated by reference in the Schedule TO. This Amendment No. 4 should be read in conjunction with the Schedule TO, Amendment No. 1, Amendment No. 2, Amendment No. 3, the Original Offer to Purchase, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, the Letter of Transmittal and the other documents that constitute part of the Offer, as each may be further amended or supplemented from time to time. Every item in the Schedule TO is automatically updated, to the extent such item incorporates by reference any section of the Offer to Purchase that is amended or supplemented therein. All capitalized terms used but not otherwise defined in this Amendment No. 4 have the meanings ascribed to such terms in the Offer to Purchase.

Reference is made to the information set forth under “Summary Term Sheet” in the Offer to Purchase, which is incorporated herein by reference.

(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.

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 10 (“Certain Information Concerning Us”) and Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), which is incorporated herein by reference.

(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;

(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.

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.

(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.

(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.

(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.

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.

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 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibits:

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: June 28, 2024