As filed with the Securities and Exchange Commission on August __, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
________________
VII PEAKS CO-OPTIVIST INCOME BDC II, INC.
(Name of Subject Company (Issuer))
VII PEAKS CO-OPTIVIST INCOME BDC II, INC.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
N/A
__________
(CUSIP Number of Class of Securities)
________________
Gurpreet S. Chandhoke
Chief Executive Officer
VII Peaks Co-Optivist Income BDC II, Inc.
4 Orinda Way, Suite 125-A
Orinda, California 94563
Telephone: (855) 889-1778
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
________________
Copies to:
Robert J. Mottern, Esq.
Davis Gillett Mottern & Sims, LLC
1230 Peachtree Street, N.E., Suite 2445
Atlanta, Georgia 30309
Tel: (404) 607-6933
________________
CALCULATION OF FILING FEE
| TRANSACTION VALUATION | | AMOUNT OF FILING FEE |
| $1,894,829.63 | | $220.18 |
* The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $116.20 for each $1,000,000 of the value of the transaction.
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: $218.29
Form or Registration No.: Schedule TO
Filing Party: VII Peaks Co-Optivist Income BDC II, Inc.
Date Filed: May 21, 2015
¨ 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
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This Amendment No. 2 supplements and amends the Schedule TO filed with the Securities and Exchange Commission on May 21, 2015, as amended on June 12, 2015 by VII Peaks Co-Optivist Income BDC II, Inc., an externally managed, non-diversified, closed-end management investment company incorporated in Maryland (the “Company”), in connection with the offer by the Company to purchase up to 214,082 shares of its issued and outstanding common stock (the “Shares”) (which number represents 5.0% of the weighted average number of shares outstanding for the calendar year ended December 31, 2014). The offer was made upon, and subject to, the terms and conditions set forth in the Offer to Purchase, dated June 12, 2015, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Pacific Time, on July 29, 2015, and a total 314,637.4789 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company purchased 215,935 shares1 validly tendered and not withdrawn at a price equal to $8.775 per Share (an amount equal to 90% of the Company’s April 30, 2015 public offering price of $9.75 per Share) for an aggregate purchase price of $1,894,829.63.
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: August 19, 2015 | VII PEAKS CO-OPTIVIST INCOME BDC II, INC. |
| | |
| | By: | /s/ Gurpreet S. Chandhoke |
| | Name: | Gurpreet S. Chandhoke |
| | Title: | Chief Executive Officer |
1The Company purchased 1,853 more shares than it tendered for as a result of a data error.
