As filed with the Securities and Exchange Commission on March 27, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
EnTrustPermal Hedge Strategies Portfolio
(Name of Subject Company (issuer))
EnTrustPermal Hedge Strategies Portfolio
(Name of Filing Person (offeror))
Beneficial Interests
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
ROBERT I. FRENKEL
SECRETARY
ENTRUSTPERMAL HEDGE STRATEGIES PORTFOLIO
100 FIRST STAMFORD PLACE, 6TH FLOOR
STAMFORD, CONNECTICUT 06902
(203)703-7046
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Sarah E. Cogan, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York, 10017
(212)455-2000
CALCULATION OF FILING FEE
| | |
| Transaction Valuation | | Amount of Filing Fee |
$10,525,629(a) | | $1,219.92(b) |
|
| (a) | Calculated as the aggregate maximum purchase price to be paid for Interests in the offer, based upon the net asset value per share as of January 31, 2017. |
| (b) | Calculated at $115.90 per $1,000,000 of the Transaction Valuation. |
| ☐ | Check box if any part of the fee is offset as provided by Rule0-11(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: | | Not applicable | | Filing Party: | | Not applicable |
| Form or Registration No.: | | Not applicable | | Date Filed: | | Not applicable |
| ☐ | 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 this statement relates:
| | ☐ | third party tender offer subject to Rule14d-1 |
| | ☒ | issuer tender offer subject to Rule13e-4 |
| | ☐ | going-private transaction subject to Rule13e-3 |
| | ☐ | amendment to Schedule 13D under Rule13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer by EnTrustPermal Hedge Strategies Portfolio, a Maryland statutory trust (the “Fund”), to purchase up to 992,048 beneficial interests (the “Interests”) of the Fund, or up to 25% of the Fund’s outstanding Interests as of January 31, 2017, upon the terms and subject to the conditions contained in the Offer to Purchase dated March 27, 2017 and the related Letter of Transmittal which are filed as exhibits to this Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) and (b) The information set forth in the Offer to Purchase under “Introduction” and under Section 9 (“Certain Information Concerning the Fund, the Investment Adviser and the Subadviser”) is incorporated herein by reference.
(c) The Interests are not currently traded on an established secondary trading market.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Fund is the filing person. The information set forth in the Offer to Purchase under Section 9 (“Certain Information Concerning the Fund, the Investment Adviser and the Subadviser”) is incorporated herein by reference.
(b)-(d) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
| | • | | Section 1 (“Terms of the Offer; Termination Date”); |
| | • | | Section 2 (“Acceptance for Payment and Payment for Interests”); |
| | • | | Section 3 (“Procedure for Tendering Interests”); |
| | • | | Section 4 (“Rights of Withdrawal”); |
| | • | | Section 5 (“Source and Amount of Funds; Effect of the Offer”); |
| | • | | Section 7 (“Federal Income Tax Consequences of the Offer”); |
| | • | | Section 10 (“Interests of Trustees, Executive Officers and Associates; Transactions and Arrangements Concerning the Interests”); and |
| | • | | Section 12 (“Certain Conditions to the Offer”). |
(a)(2) Not applicable.
(b) The information set forth in the Offer to Purchase under “Introduction” and under Section 10 (“Interests of Trustees, Executive Officers and Associates; Transactions and Arrangements Concerning the Interests”) is incorporated herein by reference.
(c)-(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in the Offer to Purchase under Section 6 (“Purpose of the Offer; Plans or Proposals of the Fund”) and Section 10 (“Interests of Trustees, Executive Officers and Associates; Transactions and Arrangements Concerning the Interests”) is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (b) and (c) The information set forth in the Offer to Purchase under Section 6 (“Purpose of the Offer; Plans or Proposals of the Fund”) is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth in the Offer to Purchase under Section 5 (“Source and Amount of Funds; Effect of the Offer”) is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Offer to Purchase under Section 10 (“Interests of Trustees, Executive Officers and Associates; Transactions and Arrangements Concerning the Interests”) is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not applicable.
(b) The information set forth in the Offer to Purchase under Section 13 (“Fees and Expenses”) is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in the Offer to Purchase under Section 8 (“Selected Financial Information”) is incorporated herein by reference.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1)-(5) Not applicable.
(b) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.
(c) Not applicable.
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ITEM 12. EXHIBITS
| | |
EXHIBIT NO. | | DESCRIPTION |
| |
| (a)(1)(i) | | Offer to Purchase, dated March 27, 2017. |
| |
| (a)(1)(ii) | | Form of Letter of Transmittal. |
| |
| (a)(1)(iii) | | Letter to Holders. |
| |
| (a)(1)(iv) | | Form of Promissory Note. |
| |
| (a)(2) | | None. |
| |
| (a)(3) | | Not Applicable. |
| |
| (a)(4) | | Not Applicable. |
| |
| (a)(5) | | None. |
| |
| (b) | | None. |
| |
| (d) | | None. |
| |
| (e) | | None. |
| |
| (g) | | None. |
| |
| (h) | | None. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE13E-3
Not Applicable.
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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.
| | |
| ENTRUSTPERMAL HEDGE STRATEGIES PORTFOLIO |
| |
| By: | | /s/ Jane Trust |
| Name: | | Jane Trust |
| Title: | | Chairman, President and Chief Executive Officer |
Dated: March 27, 2017
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EXHIBIT INDEX
| | |
EXHIBIT NO. | | DESCRIPTION |
| |
| (a)(1)(i) | | Offer to Purchase, dated March 27, 2017. |
| |
| (a)(1)(ii) | | Form of Letter of Transmittal. |
| |
| (a)(1)(iii) | | Letter to Holders. |
| |
| (a)(1)(iv) | | Form of Promissory Note. |
