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
(Final Amendment)
SKYBRIDGE G II FUND, LLC
(Name of Subject Company (Issuer))
SKYBRIDGE G II FUND, LLC
(Name of Filing Person(s) (Issuer))
SHARES OF LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Marie Noble
SkyBridge Capital II, LLC
527 Madison Avenue, 4th Floor
New York, New York 10022
(212)485-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s))
Rajib Chanda, Esq.
Simpson Thacher & Bartlett LLP
900 G Street N.W.
Washington, D.C. 20001
(202) 636-5500
March 25, 2019
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
| Transaction Valuation: | Amount of Filing Fee: | |
| (a) $28,142,693.54 | (b) $3,410.89 | |
| (a) | Calculated as the estimated aggregate maximum purchase price for Shares. |
| (b) | Calculated at $121.20 per $1,000,000 of the Transaction Valuation. |
| ☒ | Check the box if any part of the fee is offset as provided byRule 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: $3,410.89 | Filing Party: SkyBridge G II Fund, LLC | |
Form or Registration No.: Schedule TO, RegistrationNo. 005-88054 | Date Filed: March 25, 2019 |
| ☐ | 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 toRule 14d-1. |
| ☒ | issuer tender offer subject toRule 13e-4. |
| ☐ | going-private transaction subject toRule 13e-3. |
| ☐ | amendment to Schedule 13D underRule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on March 25, 2019 by SkyBridge G II Fund, LLC (the “Company”) in connection with an offer by the Company to purchase up to 25% of its outstanding Shares from the members of the Company on the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit B to the Statement.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
2
The following information is furnished pursuant to Rule13e-4(c)(4):
1. The Offer expired at 11:59 p.m., New York time, on April 25, 2019.
2. 2,932.136 Shares of the Company were validly tendered and not withdrawn prior to the expiration of the Offer, and all of those Shares were accepted for repurchase by the Company in accordance with the terms of the Offer.
3. The Valuation Date for the Shares tendered was June 28, 2019.
4. Payment of the repurchase price was made in the form of a promissory note issued to each member whose tendered Shares were accepted for repurchase by the Company. On or about July 30, 2019 the Company paid such members of the Company $2,921,123.16, collectively, of the cumulative amount payable under the promissory notes, and the remaining $117,778.30 was paid on September 26, 2019.
3
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.
| SKYBRIDGE G II FUND, LLC | ||
| By: | /s/ Raymond Nolte | |
| Name: Raymond Nolte | ||
| Title: President and Director | ||
October 1, 2019
