As filed with the Securities and Exchange Commission on March 31, 2023
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. 1)
AIP Alternative Lending Fund P
(Name of Subject Company (Issuer))
AIP Alternative Lending Fund P
(Names of Filing Persons (Offeror and Issuer))
SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Kara Fricke, Esq.
Morgan Stanley Investment Management Inc.
1633 Broadway
New York, New York 10019
(212) 537-1805
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with a copy to:
Allison M. Fumai, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797
(212) 698-3526
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee | |
| $246,747,658 (a) | None. (b) | |
| (a) | Calculated as the aggregate maximum value of Shares being purchased. |
| (b) | No fee required, pursuant to SEC No-Action Letter to Ironwood Multi-Strategy Fund LLC et al (publicly available April 20, 2017). |
| ☒ | 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 provide the Form or Schedule and the date of its filing. |
Amount Previously Paid: None.
Form or Registration No.: Schedule TO
Filing Party: AIP Alternative Lending Fund P
Date Filed: September 30, 2022
| ☐ | 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 transactions 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: ☒
Introductory Statement
This is the final amendment to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 30, 2022 (the “Statement Filing Date”) by AIP Alternative Lending Fund P (the “Fund”) relating to an offer to purchase shares of beneficial interest of the Fund (“Shares”) in an amount up to 10% of the net assets of the Fund from shareholders of the Fund (“Shareholders”) at their net asset value (i.e., the value of the Fund’s assets minus its liabilities, divided by the number of Shares outstanding) on the terms, and subject to the conditions, set out in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits B and C to the Statement on the Statement Filing Date.
This final amendment to the Statement 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. Shareholders which desired to tender Shares were required to submit their tenders by 12:00 midnight, Eastern time, on October 31, 2022 (the “Notice Date”). Shareholders were allowed to withdraw any tenders of their Shares until the Offer expired at 12:00 midnight, Eastern time, on December 20, 2022 (the “Expiration Date”).
2. Certain Shareholders validly tendered all or some of their respective Shares (as designated by such Shareholders) as $43,124,096 in the aggregate before the Notice Date and did not withdraw such tenders before the Expiration Date. Those tenders were accepted for repurchase by the Fund in accordance with the terms of the Offer.
3. The net asset value of the Shares tendered pursuant to the Offer was calculated as of December 30, 2022 (the “Valuation Date”).
4. The payment of the purchase price of the Shares tendered was made in the form of promissory notes respectively given on December 20, 2022 to the Shareholders whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. Pursuant to the promissory notes, the Fund paid on or about January 27, 2023, to the tendering Shareholders a total of $43,124,096, representing more than 90% of the unaudited net asset value of the total amount of the Shares tendered by Shareholders.
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.
| AIP ALTERNATIVE LENDING FUND P | ||
| By: | /s/ Francis J. Smith | |
| Name: | Francis J. Smith | |
| Title: | Treasurer and Principal Financial Officer | |
Dated March 31, 2023
