As filed with the Securities and Exchange Commission on November 26, 2013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PRIVATE ADVISORS ALTERNATIVE STRATEGIES MASTER FUND
(Name of Subject Company (Issuer))
Private Advisors Alternative Strategies Master Fund
(Name of Filing Person(s) (Issuer))
SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
J. Kevin Gao, Esq.
Private Advisors Alternative Strategies Master Fund
51 Madison Avenue
New York, NY 10010
(212) 576-7000
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s))
With a copy to:
| Sander M. Bieber, Esq. | Kevin M. Bopp, Esq. |
| Dechert LLP | Private Advisors Alternative Strategies |
| 1900 K Street, N.W. | Master Fund |
| Washington, DC 10036 | 51 Madison Avenue |
| (202) 261-3300 | New York, NY 10010 |
| | (212) 576-7000 |
CALCULATION OF FILING FEE
| Transaction Valuation $9,020,824 (a) | Amount of Filing Fee: $1,230,44 (b) |
| (a) | Calculated as the aggregate maximum purchase price for shares of beneficial interest, based upon the net asset value per share as of April 30, 2013. |
| (b) | Calculated at $136.40 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: $1,230,44 | | Filing Party: Private Advisors Alternative Strategies Master Fund |
| Form or Registration No.: Schedule TO | | Date Filed: June 20, 2013 |
| ¨ | 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
SCHEDULE TO
This Amendment No. 1 relates to the Tender Offer Statement on Schedule TO (“Statement”) originally filed with the Securities and Exchange Commission by Private Advisors Alternative Strategies Master Fund (the “Master Fund”) on June 20, 2013 relating to the tender offer (“Offer”) by the Master Fund to purchase up to 8,549 of its outstanding shares of beneficial interest (“Shares”) at a price equal to the net asset value per Share as of September 30, 2013, on the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(ii) to the Statement.
This is Amendment No. 1 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) of the Securities Exchange Act of 1934:
| 1. | The Offer expired at 11:59 p.m., Eastern Time, on July 22, 2013. |
| 2. | 1,846.777 Shares were validly tendered and not withdrawn prior to the expiration of the Offer. |
| 3. | The net asset value per Share pursuant to the Offer was calculated as of September 30, 2013 in the amount of $1,082.97. |
| 4. | All Shares that were validly tendered and not withdrawn prior to the expiration of the Offer were accepted for purchase, and paid for by the Master Fund in accordance with the terms of the Offer to Purchase filed with the Securities and Exchange Commission as Exhibit (a)(1)(ii) to the Statement. |
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.
| | PRIVATE ADVISORS ALTERNATIVE STRATEGIES MASTER FUND |
| | |
| | |
| | By: | /s/ Stephen P. Fisher |
| | | Stephen P. Fisher
President and Principal Executive Officer |
Dated: November 26, 2013
