SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Cypress Creek Private Strategies TEI Fund, L.P.
(Name of Issuer)
Cypress Creek Private Strategies TEI Fund, L.P.
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
N/A
(CUSIP Number of class of securities)
William P. Prather III c/o Endowment Advisers, L.P. 712 W. 34th Street, Suite 201 Austin, Texas 78705 (800) 725-9456 | With a copy to: George J. Zornada K&L Gates LLP State Street Financial Center One Lincoln St. Boston, MA 02111-2950 (617) 261-3231
|
(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement
(September 13, 2021)
Calculation of Filing Fee
Transaction Valuation | Amount of Filing Fee |
| $37,500,000 (a) | $4,091.25 (b) |
| (a) | Calculated as the aggregate maximum purchase price for limited partnership interests. |
| (b) | Calculated at $109.10 per million of the Transaction Valuation. |
| [X] | Check the 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 of Schedule and the date of its filing. |
| Amount Previously Paid: | $4,091.25 | Filing Parties: | Cypress Creek Private Strategies TEI Fund, L.P. |
| Form or Registration No.: | SC TO-I | Date Filed: | August 13, 2021 |
| [ ] | Check the box if the filing relates solely to preliminary communications made before 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. |
| [X] | 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: [ ]
Items 1 through 11.
This Amendment No. 2 hereby amends and supplements the Tender Offer Statement on Schedule TO initially filed by Cypress Creek Private Strategies TEI Fund, L.P. (the “Fund”), with the Securities and Exchange Commission (the “Commission”) on August 13, 2021 (as amended hereby, the “Schedule TO”) in connection with an offer (the “Offer”) to purchase up to $37,500,000 ($50,000,000 of undiscounted Interests) of aggregate Feeder Fund interests (including Interests) on the terms and subject to the conditions set forth in the Offers to Purchase and the related Forms of Letter of Transmittal. Copies of the Offers to Purchase and Forms of Letter of Transmittal were previously filed as Exhibits 99.2 and 99.3 to the Schedule TO.
This Amendment No. 2 to the Schedule TO is being filed to report the following information pursuant to Rule 13e-4(c)(3) (capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase):
The Expiration Date of the Offer is extended until 12:00 noon, Central Time, on September 17, 2021. Except as amended herein, the information set forth in the Schedule TO, Cover Letter, Offers to Purchase and Forms of Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 11 of this Schedule TO.
The information contained in the Supplement to Offers to Purchase dated September 13, 2021 is included as Exhibit 99.5 hereto.
Item 12. Exhibits.
Item 12 is hereby amended to add the following exhibit.
Exhibit
99.5 Supplement to Offers to Purchase. (Filed herewith).
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 13, 2021 | |||
| CYPRESS CREEK PRIVATE STRATEGIES TEI FUND, L.P. | |||
| By: | /s/ William P. Prather III | ||
| Name: | William P. Prather III | ||
| Title: | Principal Executive Officer | ||
EXHIBIT INDEX
Exhibit |
| 1 | Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on August 13, 2021. |
| 2 | Previously filed as an exhibit to the Schedule TO/A filed by the Fund with the Commission on September 9, 2021. |
