Exhibit (a)(5)(E)
AB PRIVATE CREDIT INVESTORS CORPORATION
Notice of Offer to Purchase for Cash
Up to 1,267,852.231 Shares of its Common Stock
at a Purchase Price Per Share of Common Stock Equal to
$9.91, which price was our Net Asset Value per Share as of December 31, 2018
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
MARCH 26, 2019, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN.
AB Private Credit Investors Corporation, externally managed,non-diversified,closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Fund”), is offering to purchase for cash up to 1,267,852.231 of its shares of common stock, par value $0.01 per share (the “Shares”), at a price per Share equal to $9.91 (the “Purchase Price”), which price was the Fund’s net asset value per Share as of December 31, 2018, net to the seller in cash, less any applicable withholding taxes and without interest.
If a stockholder would like the Fund to repurchase their Shares within the limits more fully set forth in the Offer to Purchase (the “Offer to Purchase”), and the related Notice of Intent to Tender (the “Notice of Intent,” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”), they should contact their financial advisor or the Bernstein Global Wealth Management unit of AllianceBernstein L.P. (“Bernstein”) at (212)486-5800 to request that written materials relating to the Offer be provided to them. These written materials, which will be sent at no expense to the stockholder, include the Offer to Purchase and a Notice of Intent to Tender. A tendering stockholder must complete, sign, and mail (certified mail return receipt requested is recommended), fax or hand deliver the Notice of Intent to the Fund’s agent specified therein, so that it is received before the Expiration Date stated below.
Stockholders who desire to tender Shares for repurchase must do so by 5:00 p.m., New York time on March 26, 2019, unless the Offer is extended (such date and time, as it may be extended, the “Expiration Date”). All determinations as to the receipt of notices from stockholders relating to the tender of Shares, including, without limitation, determinations whether to excuse or waive certain variations from relevant procedural requirements, will be in the sole discretion of the Fund or its designated agents, and any such determination will be final.
As a result of the Fund’s stockholders approving the reduction of the asset coverage ratio applicable to the Fund from 200% to 150% on September 26, 2018, the Small Business Credit Availability Act (the “SBCAA”) requires the Fund to extend to its stockholders as of such date (the “Stockholder Vote Date”) the opportunity to sell the Shares held by that stockholder as of the Stockholder Vote Date, with 25% of those Shares to be repurchased in each of the four calendar quarters following the calendar quarter in which the approval was obtained. The requirement of the SBCAA is to extend to stockholders as of the Stockholder Vote Date the opportunity for the Fund to repurchase their shares owned on the Stockholder Vote Date. However, because the Fund is continuously offering its Shares to stockholders, the Fund is extending this Offer to the stockholders as of the Stockholder Vote Date with respect to all of the Shares owned as of November 27, 2018 (the date of commencement of the first required repurchase opportunity). The Offer is the second opportunity for the Fund’s stockholders to have a portion of their Shares repurchased by the Fund in accordance with the terms of the SBCAA. The first opportunity for the Fund’s stockholders to have a portion of their Shares repurchased by the Fund was pursuant to the Tender Offer Statement on Schedule TO dated November 27, 2018, as amended (the “First Quarterly Repurchase”). Stockholders who failed to properly tender their Shares in full in the First Quarterly Repurchase will still be required to fund any remaining commitments they have for future capital contributions to the Fund and will not be eligible to participate in the Commitment Release, as described in the Offer to Repurchase.
The Fund is offering to repurchase up to 25% of each stockholder’s total number of Shares held as of November 27, 2018 (the “Stockholder Cap”). The Fund is not required to repurchase any tendered Shares in excess of the Stockholder Cap and, therefore, the Fund is not required to repurchase, and will not repurchase, any tendered Shares to the extent those Shares are, in the aggregate, in excess of 1,267,852.231, which represents 25% of the issued and outstanding Shares as of November 27, 2018.
- 1 -
