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. 1)
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
May 26, 2022
(Date Tender Offer First Published, Sent or Given to Security Holders)
| ☐ | 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. |
| ☒ | 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: ☐
This Amendment No. 1 (the “Amendment”) relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on May 26, 2022 by SkyBridge G II Fund, LLC (the “Company”) in connection with an offer by the Company to purchase up to 10% 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.
Only those items amended or supplemented are reported in this Amendment. Except as specifically provided herein, the information contained in the Statement remains unchanged, and this Amendment does not modify any of the information previously reported on the Statement. You should read this Amendment together with the Statement and the Offer to Purchase dated May 26, 2022.
Item 12. Exhibits.
Item 12 of the Statement is hereby amended and supplemented by adding the following exhibits:
| Exhibit | Description | |
| G. | Amended and Restated Form of Letter to Shareholders Dated July 13, 2022. | |
| EX-FILING FEES | Calculation of Filing Fee Tables. | |
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 | ||
July 15, 2022
