UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO.2
CORBIN MULTI-STRATEGY FUND, LLC
(Name of Subject Company (Issuer))
CORBIN MULTI-STRATEGY FUND, LLC
(Name of Filing Person(s) (Issuer))
SHARES OF LIMITED LIABILITY COMPANY INTEREST
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Ann Maurer
235 W. Galena Street
Milwaukee, WI 53212
(414) 299-2217
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700
March 27, 2020
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
| Transaction Valuation: | $26,607,000 (a) | Amount of Filing Fee: | $3,453.59 (b) |
| (a) | Calculated as the aggregate maximum value of Shares being repurchased. |
| (b) | Calculated at $129.80 per $1,000,000 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 or Schedule and the date of its filing. |
| Amount Previously Paid: | $3,453.59 |
| Form or Registration No.: | SC TO-I |
| Filing Party: | CORBIN MULTI-STRATEGY FUND, LLC |
| Date Filed: | March 27, 2020 |
| [ ] | 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. |
| [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: [X]
This Amendment No. 2 to Schedule TO corrects a processing error and is filed solely to update the final amendment to Schedule TO that was filed with the Securities and Exchange Commission (the “SEC”) by Corbin Multi-Strategy Fund, LLC (the "Fund") on September 11, 2020 (the “Previous Filing”). The net asset value of the limited liability company interests in the Fund (“Shares”) tendered pursuant to the offer by the Fund to repurchase Shares is updated to $3,724,711.60 for Class I to reflect an additional holder of Shares (“Member”) who fully tendered its Shares. An amount of at least 95% of the Member’s unaudited net asset value of the Shares tendered (the “Initial Payment”) was wired to the account designated by such Member in its respective Letter of Transmittal on September 15, 2020. Other than correcting this error, all other information included in the Previous Filing is unchanged.
This Amendment No. 2 supplements and amends the Previous Filing, which relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the SEC on March 27, 2020, by the Fund in connection with an offer by the Fund to repurchase Shares in an aggregate amount up to $26,607,000 (the “Offer”) on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits 99.B and 99.C to the Statement on March 27, 2020.
This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):
1. Members that desired to tender Shares, or a portion thereof, for repurchase were required to submit their tenders by 11:59 p.m., Eastern Time, on April 26, 2020.
2. As of April 26, 2020, twenty-five (25) Members validly tendered Shares and did not withdraw such tender prior to the expiration of the Offer. The validly tendered Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer.
3. The net asset value of the Shares tendered pursuant to the Offer was calculated as of June 30, 2020 in the amount of $115,334.15 and $3,724,711.60 for Class A and Class I, respectively.
4. Two (2) Members of Class I, whose tenders were accepted for repurchase by the Fund, did not tender all of their Shares in the Fund; therefore, the Fund paid the Members 100% of the Members’ unaudited net asset value of the Shares tendered. Cash payments in the amount of the unaudited net asset value of the Shares tendered were wired to the accounts designated by such Members in their respective Letters of Transmittal on August 7, 2020. One (1) Member of Class A and twenty-two (22) Members of Class I, whose tenders were accepted for repurchase by the Fund, tendered their entire Shares in the Fund; therefore, the Fund paid to the Members the Initial Payment. The Fund will pay the Members a contingent payment (the “Post-Audit Payment”) equal to the excess, if any, of (1) the net asset value of the Shares tendered and repurchased as of June 30, 2020 (as it may be adjusted based upon the next annual audit of the Fund’s financial statements) over (2) the Initial Payment. The Post-Audit Payment will be payable promptly after the completion of the Fund’s next annual audit. The Fund expects that the audit will be completed by the end of May 2021. An Initial Payment in the amount of at least 95% of the Members’ unaudited net asset value of the Shares tendered was wired to the accounts designated by such Members in their respective Letters of Transmittal on August 7, 2020 and September 15, 2020.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
| CORBIN MULTI-STRATEGY FUND, LLC | ||
| By: | /s/ Steve Carlino | |
| Name: | Steve Carlino | |
| Title: | Treasurer | |
October 2, 2020
