INTRODUCTION

This Solicitation/Recommendation Statement on Schedule 14D-9 (this “Schedule 14D-9”) relates to a tender offer (the “Tender Offer”) by MacKenzie Realty Capital, Inc. and MacKenzie Capital Management, LP (collectively, the “Bidders”) to purchase up to 1,000,000 shares of the outstanding common stock, par value $0.0001 per share (the “Common Stock”), of TIER REIT, Inc., a Maryland corporation (the “Company”), at a price equal to $2.10 per share (the “Offer Price”), upon the terms and subject to the conditions described in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) by the Bidders on November 24, 2014 (together with the exhibits thereto, as it may be amended or supplemented, the “Schedule TO”).

As discussed below, the board of directors of the Company (the “Board of Directors”) unanimously recommends that the Company’s stockholders (the “Stockholders”) reject the Tender Offer and not tender their shares of Common Stock for purchase pursuant to the Tender Offer.

Item 1.                                                         Subject Company Information.

The subject company’s name and the address and telephone number of its principal executive office is as follows:

TIER REIT, Inc.

17300 Dallas Parkway, Suite 1010

Dallas, Texas 75248

(972) 931-4300

This Schedule 14D-9 relates to the Common Stock, of which there were 299,975,476 shares of Common Stock outstanding as of October 31, 2014.

Item 2.                                                         Identity and Background of Filing Person.

The Company is the person filing this Schedule 14D-9.  The Company’s name, address and business telephone number are set forth in Item 1 above, which information is incorporated herein by reference.

This Schedule 14D-9 relates to the Tender Offer by the Bidders pursuant to which the Bidders have offered to purchase up to 1,000,000 outstanding shares of Common Stock at the Offer Price.  The Tender Offer is on the terms and subject to the conditions described in the Schedule TO.

Unless the Tender Offer is extended by the Bidders, the Tender Offer will expire at 11:59 p.m., Pacific Time, on December 29, 2014.

According to the Schedule TO, the Bidders’ the principal business address is 1640 School Street, Moraga, California 94556, (925) 631-9100.

Item 3.                                                         Past Contacts, Transactions, Negotiations and Agreements.

As of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest (1) between the Company or its affiliates and the Bidders and their respective executive officers, directors or affiliates or (2) between the Company or its affiliates and the executive officers, directors or affiliates of the Company, except for agreements, arrangements or understandings and actual or potential conflicts of interest discussed in the sections entitled “Ownership of Equity Securities,” “Compensation Discussion and Analysis,” and “Certain Transactions” in the Company’s Definitive Proxy Statement on Schedule 14A dated April 7, 2014 (the “Proxy Statement”), which information is incorporated herein by reference.  The Proxy Statement was previously made available to all Stockholders and is available for free on the SEC’s web site at www.sec.gov.

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Item 4.                                                         The Solicitation or Recommendation.

(a)                                 Solicitation or Recommendation.

The Board of Directors has thoroughly and carefully reviewed and analyzed the terms of the Tender Offer. Based on its review, the Board of Directors unanimously recommends that Stockholders reject the Tender Offer and not tender their shares of Common Stock for purchase by the Bidders pursuant to the Tender Offer.

In making its recommendation, the Board of Directors acknowledges that each Stockholder must evaluate whether to tender his shares of Common Stock to the Bidders pursuant to the Tender Offer and that an individual Stockholder may determine to tender based on, among other things, his individual liquidity needs.  In addition, the Board of Directors believes that in making a decision as to whether to tender his shares of Common Stock to the Bidders pursuant to the Tender Offer, each Stockholder should keep in mind that (a) the Board of Directors has the right to amend, suspend or terminate the Company’s share redemption program at any time, and that program is suspended currently so as to preclude redemptions by the Company and (b) the Board of Directors makes no assurances with respect to (1) future distributions or (2) the timing of a liquidity event for the Stockholders.  As disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2014, the Company’s management and Board of Directors continue to review various alternatives that may create future liquidity for the Stockholders since the Company’s Common Stock is not listed on a national exchange. Prior to February 2017, the Company’s management and Board of Directors anticipate either listing the Common Stock on a national securities exchange or commencing liquidation of the Company’s assets. In the event the Company does not obtain listing of its Common Stock on or before February 2017, the Company’s charter requires the Company to liquidate its assets unless a majority of the Board of Directors extends such date.

(b)                                 Reasons for the Recommendation.

In reaching its conclusions and in making the recommendation described above, the Board of Directors (1) reviewed the terms and conditions of the Tender Offer; (2) considered other information relating to the Company’s historical financial performance, assets and future prospects and opportunities; and (3) evaluated various relevant and material factors in light of the knowledge of the directors of the Company’s business, financial condition, portfolio of assets and future prospects.

Reasons that the Board of Directors believes the Tender Offer is not in the best interests of the Stockholders include the following:

·                  The Board of Directors believes that the Offer Price is less than the current value and potential long-term value of the shares of Common Stock, which belief is based on, among other things, our most recent estimated value of $4.48 per share of Common Stock as of October 30, 2014, as described in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2014 (the “2014 Valuation”), which is $2.38 per share (213%) higher than the Offer Price.  The Company and the Board of Directors have not updated this estimate and do not intend to do so until the fourth quarter of 2015.  The Board of Directors also noted that, because the Company’s shares are not listed on any exchange, there is a limited market for the Common Stock and there can be no certainty regarding the next estimated value per share or the long-term value of the Common Stock because the value is dependent on a number of factors that may be difficult to predict and may be outside of the Company’s control, including future economic conditions and the other factors referenced in Item 8 — “Additional Information.”

·                  The Board of Directors believes that the Offer Price represents an opportunistic attempt by the Bidders to purchase shares of Common Stock at a price that does not reflect the intrinsic value of the shares thereby depriving the Stockholders who tender shares of the potential opportunity to realize the long-term value of their investment in the Company.  In this regard, the Board of Directors noted that the Bidders state in their Schedule TO that:

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·                  the Bidders are seeking to acquire the shares “for investment purposes and with the intention of making a profit;”

·                  the Bidders determined their Offer Price by applying a liquidity discount to the Company’s estimated per share value of the Common Stock but do not disclose how they derived the amount of the discount;

·                  the Bidders note that shares of Common Stock traded in the secondary market at “$3.00-$1.95 during the Fall 2014 and sales of Shares on secondary markets at $2.45 per Unit in Jul/Aug 2014, respectively,” many of which prices are higher than the Offer Price; and

·                  the Bidders note that one of their affiliates sold 400,000 shares of Common Stock in November 2014 for $2.50 per share in a privately negotiated transaction.

In light of the reasons considered above, the Board of Directors has unanimously determined that the terms of the Tender Offer are not advisable and are not in the best interests of the Company or the Stockholders.

(c)                                  Intent to Tender.

The Company’s directors and executive officers are entitled to participate in the Tender Offer on the same basis as other Stockholders.  However, after reasonable inquiry and to the best knowledge of the Company, none of the directors and executive officers of the Company intends to tender any of his or her shares in the Tender Offer.  Further, to the best knowledge of the Company, none of the Company’s subsidiaries or other affiliates or related parties intends to tender shares held of record or beneficially by such person or entity for purchase pursuant to the Tender Offer.

Item 5.                                                         Person/Assets, Retained, Employed, Compensated or Used.

Not applicable.

Item 6.                                                         Interest in Securities of the Subject Company.

During the past sixty days prior to the filing of this Schedule 14D-9, no transactions with respect to shares of Common Stock have been effected by the Company or by any of its executive officers, directors, affiliates or subsidiaries.

Item 7.                                                         Purposes of the Transaction and Plans or Proposals.

The Company has not undertaken, and is not engaged in, any negotiations in response to the Tender Offer which relate to: (1) a tender offer or other acquisition of the Company’s securities by the Company, any of its subsidiaries or any other person; (2) an extraordinary transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (3) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; or (4) any material change in the present distribution rate or policy, or indebtedness or capitalization of the Company.

Additionally, there is no transaction, board resolution, agreement in principle, or signed contract in response to the Tender Offer which relates to or would result in one or more of the foregoing matters.

Item 8.                                                         Additional Information.

Forward-Looking Statements

Certain statements contained in this Schedule 14D-9 other than historical facts may be considered forward-looking statements. These forward-looking statements include discussion and analysis of the financial condition of the Company and its subsidiaries, including, the value of the Company’s assets, the amount and timing of

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anticipated future cash distributions to the Stockholders and other matters.  Words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” and variations of these words and similar expressions can be used to identify forward-looking statements.

These forward-looking statements are not historical facts but reflect the intent, belief or current expectations of the Company’s management based on their knowledge and understanding of the Company’s business, the real estate industry and the economy generally.  These statements are not guarantees of future performance, and the Company cautions Stockholders not to place undue reliance on forward-looking statements.  Actual results may differ materially from those expressed or forecasted in the forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described under “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the SEC on March 7, 2014 (which is incorporated into this Item 8 disclosure by reference), and the factors described below:

·                  market and economic challenges experienced by the U.S. economy or real estate industry as a whole and the local economic conditions in the markets in which the Company’s properties are located;

·                  our ability to renew expiring leases and lease vacant spaces at favorable rates or at all;

·                  the inability of tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business;

·                  the availability of cash flow from operating activities to fund distributions and capital expenditures;

·                  our ability to raise capital in the future by issuing additional equity or debt securities, selling our assets or otherwise to fund our future capital needs;

·                  our ability to strategically acquire or dispose of assets on favorable terms;

·                  our level of debt and the terms and limitations imposed on us by our debt agreements;

·                  our ability to retain our executive officers and other key personnel;

·                  conflicts of interest and competing demands faced by certain of our directors;

·                  limitations on our ability to terminate our property management agreement and certain services under our administrative services agreement;

·                  unfavorable changes in laws or regulations impacting our business or our assets; and

·                  factors that could affect our ability to qualify as a real estate investment trust.

Forward-looking statements in this Schedule 14D-9 reflect the views of the Company’s management only as of the date of this Schedule 14D-9, and may ultimately prove to be incorrect or false.  We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

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Item 9.                                                         Exhibits.

The following exhibits are filed herewith or incorporated herein by reference:

(1)         The sections of the Company’s Definitive Proxy Statement specified in Item 3 and filed as Exhibit (e)(1) hereto are incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7, 2014.

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