MHGC Morgans Hotel Grp. Co.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 5

to

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Common Stock, par value $0.01 per share

(Title of Class of Securities)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x the following box if the filing is a final amendment reporting the results of the transaction:  ¨

Calculation of Filing Fee

* Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

In accordance with Exchange Act Rule 0-11(c), the filing fee of $8,185 was determined by multiplying 0.0001007 by the estimated aggregate merger consideration of $81,279,648. The aggregate merger consideration was calculated by multiplying the 36,124,288 shares of common stock (including shares subject to restricted stock units and LTIP Units by the per share merger consideration of $2.25.

Introduction

This Amendment No. 5 to the Rule 13E-3 Transaction Statement, together with the exhibits hereto (this “ Amendment ”), is being filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “ Exchange Act ”), jointly by (i) Morgans Hotel Group Co., a Delaware corporation (the “ Company ”), (ii) Trousdale Acquisition Sub, Inc., a Delaware corporation (“ Merger Sub ”), (iii) SBEEG Holdings, LLC, a Delaware limited liability company (“ SBE ”) and (iv) Yucaipa Hospitality Investments, LLC, a Delaware limited liability company (“ Yucaipa ”) (each a “ Filing Person ” and collectively, the “ Filing Persons ”).

On August 4, 2016, the Company filed with the SEC a definitive proxy statement on Schedule 14A (the “ Proxy Statement ”), regarding, among other things, a proposal to adopt that certain Merger Agreement by and among the Company, SBE and Merger Sub, dated as of May 9, 2016.

Concurrently with the filing of this Amendment No. 5, the Company is filing with the SEC certain additional Soliciting Material on Schedule 14A (the “ Additional Soliciting Material ”) which contain certain amendments to the Proxy Statement. The Additional Soliciting Material is attached hereto as Exhibit (a)(7).

The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement and the Additional Soliciting Material of the information required to be included in response to the items of Schedule 13E-3. The information in the Proxy Statement and the Additional Soliciting Material is incorporated by reference herein, and the responses to each Item in this Amendment are qualified in their entirety by the information contained the Proxy Statement and the Additional Soliciting Material.

This Amendment is being filed (i) to amend and supplement Items 4, 5, 7, 8 and 10, (ii) to amend and restate subsection (c) under Item 15 and (iii) to amend and supplement Item 16, in each case as described below.

With respect to the Transaction Statement, each of (i) Item 4 (Regulation M-A Item 1004 (a)(2)(iii)), (ii) Item 5 (Regulation M-A Item 1005 (a)(1)-(2) and (b)-(c)), (iii) Item 7 (Regulation M-A Item 1013 (a)-(c)), (iv) Item 8 (Regulation M-A Item 1014 (a)-(b) and (f)) and Item 10 (Regulation M-A Item 1007 (a)(b) and (d)) are hereby amended by inserting the following reference:

“The information set forth in the Additional Soliciting Material is incorporated herein by reference.”

Item 15 (“ Additional Information ”) of the Transaction Statement is hereby amended by deleting subsection (c) and replacing it with the following:  

(c) Other material information . The information set forth in the Proxy Statement as amended by the Additional Soliciting Material, including all annexes thereto, is incorporated herein by reference.

Item 16 (“ Exhibits ”) of the Transaction Statement is hereby amended and supplemented by adding the following exhibit:

(a)(7) Schedule 14A of the Company (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on September 7, 2016)

SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of September 7, 2016

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