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
(Amendment No. 3)
________________________
LIFE PARTNERS POSITION HOLDER TRUST
LIFE PARTNERS IRA HOLDER PARTNERSHIP, LLC
(Name of Subject Company (Issuer))
CFunds Life Settlement, LLC
(Offeror)
________________________
Contrarian Funds, L.L.C.
(Parent of Offeror)
Contrarian Capital Management, L.L.C.
(Manager of Parent)
(Names of Filing Persons (identifying status as offeror, issuer, or other person)
Position Holder Trust Interests
IRA Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Jennifer Diagonale
Contrarian Capital Management, L.L.C.
411 West Putnam Ave., Suite 425
Greenwich, Connecticut 06830
(203) 862-8200
(Name, Address, and Telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Elizabeth Gonzalez-Sussman and Kenneth Schlesinger
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
________________________
CALCULATION OF FILING FEE
| Transaction valuation* | Amount of filing fee** |
| $24,999,999.92 | $2,727.50 |
| * | For the purpose of calculating the filing fee pursuant to Rule 0-11(d) only, based on the purchase of 71,635,237 issued and outstanding interests of Life Partners Position Holder Trust and 106,936,191 issued and outstanding interests of Life Partners IRA Holder Partnership, LLC at the maximum tender offer price of $0.14 per Interest. |
| ** | The amount of filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2021, effective October 1, 2020. Such fee equals .0001091 of the transaction value. |
| ☒ | 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: $2,727.50 | Filing Party: CFunds Life Settlement, LLC |
| | Form or Registration No.: Schedule TO-T | Date Filed: October 28, 2020 |
| ☐ | 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: ☐
If applicable check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, including this Amendment, this “Schedule TO”) filed by CFunds Life Settlement, LLC, a Delaware limited liability company (the “Offeror”). This Schedule TO relates to the tender offers by Offeror to purchase up to 71,635,237 of the outstanding position holder trust interests (the “Trust Interests”) of Life Partners Position Holder Trust, a trust organized under the laws of the State of Texas (the “Trust”), and up to 106,936,191 of the outstanding IRA partnership interests (the “Partnership Interests,” and, together with the Trust Interests, the “Interests”) of Life Partners IRA Holder Partnership, LLC, a Texas limited liability company (the “Partnership”), at a price per Trust Interest or Partnership Interest, as applicable, of $0.14, net to the seller in cash, without interest thereon, less any applicable withholding taxes and less the amount of any dividends, distributions and other remittances paid by the Trust or the Partnership, as applicable, based upon a record date after the commencement of the Offer until the date and time the Trust Interests and the Partnership Interests are accepted for payment. The tender offers are subject to the conditions set forth in the Offers to Purchase, dated October 28, 2020 (the “Offers to Purchase”), and in the related Assignment Forms (the “Assignment Forms”), which together, as they may be amended or supplemented from time to time, constitute and are referred to as the “Offer.”
Contrarian Funds, L.L.C., a Delaware limited liability company (“Parent”), indirectly owns all issued and outstanding equity interests in Offeror. Contrarian Capital Management, L.L.C., a Delaware limited liability company, is the manager of Parent.
Item 11 of this Schedule TO is hereby amended and supplemented by adding the following paragraph hereto:
The Offer expired at 5:00 p.m., New York City time, on Monday, December 14, 2020, and the Offer was not extended. Based on a preliminary count by Continental Stock Transfer & Trust Company, the Depositary for the Offer, approximately 40,920,311 Trust Interests and 44,907,019 Partnership Interests have been validly tendered and received, and not validly withdrawn, pursuant to the Offer.
In addition, approximately 1,046,294 Trust Interests and 2,051,669 Partnership Interests tendered on or prior to the expiration of the Offer contained defects. The Offeror intends to work with such holders to cure such defects in a timely fashion. If the defects are cured, the holders of such Interests will be promptly paid for their Interests. Otherwise, the tender of such Interests will be deemed rejected.
The number of Interests properly tendered and not properly withdrawn is preliminary and subject to verification by the Depositary. The final number of Interests purchased will be announced as soon as practicable following completion of the verification process and confirmation by the Depositary of the proper delivery of all Interests tendered.
As previously disclosed, the Trustee will only effect transfers of Interests on December 31, 2020. Accordingly, payment for the Interests validly tendered and accepted for purchase under the Offer, and return of any Interests not accepted, will occur on December 31, 2020.
Item 12. Exhibits
| Exhibit Number | | Description |
| (a)(1)(A)* | | Offers to Purchase, dated October 28, 2020. |
| (a)(1)(B)* | | Assignment Form for Position Holder Trust Interests. |
| (a)(1)(C)* | | Assignment Form for IRA Partnership Interests. |
| (a)(1)(D)* | | Letter to Holders of Position Holder Trust Interests of Life Partners Position Holder Trust. |
| (a)(1)(E)* | | Letter to Holders of IRA Partnership Interests of Life Partners IRA Holder Partnership, LLC. |
| (a)(1)(F)* | | Frequently Asked Questions. |
| (a)(1)(G)* | | Summary Advertisement as published in The Dallas Morning News, dated October 28, 2020. |
| (a)(1)(H)* | | Text of Email sent to Trust and Partnership Interest Holders regarding Offer. |
| (a)(1)(I)* | | Form of Email to be issued to Interest Holders Prior to Expiration of the Offer. |
| (a)(1)(J)* | | Text of Email sent to Trust and Partnership Interest Holders regarding extension of the Offer. |
| (a)(1)(K)* | | Press Release regarding extension of the Offer, dated December 4, 2020. |
| (a)(2) | | None. |
| (a)(3) | | None. |
| (a)(4) | | None. |
| (a)(5) | | None. |
| (b) | | None. |
| (d)* | | Form of Assignee’s Notice of Assignment and Assumption, and Indemnity Agreement - Tender Offer, among CFunds Life Settlement, LLC, Life Partners Position Holder Trust and Life Partners IRA Holder Partnership, LLC. |
| (g) | | None. |
| (h) | | None. |
* previously filed.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
Signatures
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: December 15, 2020 | CFUNDS LIFE SETTLEMENT, LLC |
| | |
| | By: | Contrarian Funds, L.L.C., as Parent to the Offeror |
| | | |
| | By: | /s/ Jon R. Bauer |
| | | Name: | Jon R. Bauer |
| | | Title: | Authorized Signatory |
| | | | |
| | CONTRARIAN FUNDS, L.L.C. |
| | |
| | By: | Contrarian Capital Management, L.L.C., as manager |
| | |
| | By: | /s/ Jon R. Bauer |
| | | Name: | Jon R. Bauer |
| | | Title: | Managing Member |
| | | | |
| | CONTRARIAN CAPITAL MANAGEMENT, L.L.C. |
| | |
| | By: | /s/ Jon R. Bauer |
| | | Name: | Jon R. Bauer |
| | | Title: | Managing Member |
| | | | |
EXHIBIT INDEX
| Exhibit Number | | Description |
| (a)(1)(A)* | | Offers to Purchase, dated October 28, 2020. |
| (a)(1)(B)* | | Assignment Form for Position Holder Trust Interests. |
| (a)(1)(C)* | | Assignment Form for IRA Partnership Interests. |
| (a)(1)(D)* | | Letter to Holders of Position Holder Trust Interests of Life Partners Position Holder Trust. |
| (a)(1)(E)* | | Letter to Holders of IRA Partnership Interests of Life Partners IRA Holder Partnership, LLC. |
| (a)(1)(F)* | | Frequently Asked Questions. |
| (a)(1)(G)* | | Summary Advertisement as published in The Dallas Morning News, dated October 28, 2020. |
| (a)(1)(H)* | | Text of Email sent to Trust and Partnership Interest Holders regarding Offer. |
| (a)(1)(I)* | | Form of Email to be issued to Interest Holders Prior to Expiration of the Offer. |
| (a)(1)(J)* | | Text of Email sent to Trust and Partnership Interest Holders regarding extension of the Offer. |
| (a)(1)(K)* | | Press Release regarding extension of the Offer, dated December 4, 2020. |
| (a)(2) | | None. |
| (a)(3) | | None. |
| (a)(4) | | None. |
| (a)(5) | | None. |
| (b) | | None. |
| (d)* | | Form of Assignee’s Notice of Assignment and Assumption, and Indemnity Agreement - Tender Offer, among CFunds Life Settlement, LLC, Life Partners Position Holder Trust and Life Partners IRA Holder Partnership, LLC. |
| (g) | | None. |
| (h) | | None. |
* previously filed.
