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. 1)
________________________
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** |
| $ 25,000,000 | $2,727.50 |
| * | For the purpose of calculating the filing fee pursuant to Rule 0-11(d) only, based on the purchase of 66,964,507 issued and outstanding interests of Life Partners Position Holder Trust and 99,702,160 issued and outstanding interests of Life Partners IRA Holder Partnership, LLC at the maximum tender offer price of $0.15 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: June 24, 2021 |
| ☐ | 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. 1 (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 66,964,507 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 99,702,160 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 $0.15, 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 June 24, 2021 (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.” While for convenience the offer to purchase the Trust Interests and the offer to purchase the Partnership Interests are referred to together as constituting the Offer, the two offers are separate. Each offer is subject to a separate maximum number of Interests that Offeror is offering to purchase, and each will be separately prorated if it is oversubscribed, without regard to subscriptions tendered in the other 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.
The Offer commenced on June 24, 2021 by publishing a summary advertisement. To the extent any holder of Trust Interests or Partnership Interests, as applicable, requests tender offer materials pursuant to the summary advertisement or otherwise, the Offeror will mail the tender offer materials to such holder by first class mail or otherwise furnish such materials with reasonable promptness.
Items 1 through 11 of the Schedule TO are hereby amended as specifically set forth herein. This Amendment is being filed solely to extend the expiration date of the Offer to 5:00 p.m., New York City time, on Thursday, August 12, 2021, from 5:00 p.m., New York City time, on Thursday, July 29, 2021, unless the Offer is further extended or earlier terminated. All references to the “expiration date” of the Offer shall be deemed to refer to 5:00 p.m. New York City time, on Thursday, August 12, 2021. The Assignment Forms filed as Exhibits (a)(1)(B) and (a)(1)(C) and the Frequently Asked Questions filed as Exhibit (a)(1)(F) are also hereby amended to reflect the expiration date as amended. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
Continental Stock Transfer & Trust Company, the Depositary for the Offer, has advised the Offeror that, as of 5:00 p.m., New York City time, on Thursday, July 29, 2021, an aggregate of approximately 8,138,267 Trust Interests and an aggregate of approximately 9,709,695 Partnership Interests were validly tendered and received, and not validly withdrawn, pursuant to the Offer.
Item 12. Exhibits
| Exhibit Number | | Description |
| (a)(1)(A)* | | Offers to Purchase, dated June 24, 2021. |
| (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 Appearing on the Website for the Offer. |
| (a)(1)(G)* | | Summary Advertisement as published in The Dallas Morning News, dated June 24, 2021. |
| (a)(1)(H)* | | Text of Initial Email sent to Trust Interest Holders. |
| (a)(1)(I)* | | Text of Initial Email sent to Partnership Interest Holder. |
| (a)(1)(J)* | | Form of Email to be issued to Trust Interest Holders Prior to Expiration of the Offer. |
| (a)(1)(K)* | | Form of Email to be issued to Partnership Interest Holders Prior to Expiration of the Offer. |
| (a)(1)(L) | | Text of Email sent to Trust Interest Holders Regarding Extension of the Offer |
| (a)(1)(M) | | Text of Email sent to Partnership Interest Holders Regarding Extension of the Offer |
| (a)(1)(N) | | Press Release regarding extension of the Offer, dated July 30, 2021. |
| (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: July 30, 2021 | 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 June 24, 2021. |
| (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 Appearing on the Website for the Offer. |
| (a)(1)(G)* | | Summary Advertisement as published in The Dallas Morning News, dated June 24, 2021. |
| (a)(1)(H)* | | Text of Initial Email sent to Trust Interest Holders. |
| (a)(1)(I)* | | Text of Initial Email sent to Partnership Interest Holder. |
| (a)(1)(J)* | | Form of Email to be issued to Trust Interest Holders Prior to Expiration of the Offer. |
| (a)(1)(K)* | | Form of Email to be issued to Partnership Interest Holders Prior to Expiration of the Offer. |
| (a)(1)(L) | | Text of Email sent to Trust Interest Holders Regarding Extension of the Offer |
| (a)(1)(M) | | Text of Email sent to Partnership Interest Holders Regarding Extension of the Offer |
| (a)(1)(N) | | Press Release regarding extension of the Offer, dated July 30, 2021. |
| (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.
