SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 1
CPG Cooper Square International Equity, LLC
(Name of Issuer)
CPG Cooper Square International Equity, LLC
(Name of Person(s) Filing Statement)
Class A and Class I Units of Limited Liability Company Interests
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Michael Mascis
c/o Central Park Advisers, LLC
500 Fifth Avenue, 31st Floor
New York, New York 10110
(212) 317-9200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Stuart H. Coleman, Esq.
Brad A. Green, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
(212) 969-3000
CALCULATION OF FILING FEE
| Transaction Valuation: $22,760,000 (a) | Amount of Filing Fee: $2,109.85 (b) | |
| (a) Calculated as the aggregate maximum purchase price for units of limited liability company interest. | ||
| (b) Calculated at 0.00927% of the Transaction Valuation. | ||
| ¨ | 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: | |
| Form or Registration No.: | |
| Filing Party: | |
| Date Filed: |
| ¨ | 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. |
| x | 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: ¨
This Amendment No. 1 (the "Amendment") relates to the Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission (the "SEC") on October 8, 2021 by CPG Cooper Square International Equity, LLC (the "Fund") in connection with an offer by the Fund to purchase up to $22,760,000 of Class A and Class I units of limited liability company interests of the Fund on the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal previously were filed as Exhibits (a)(1)(ii) and (a)(1)(iii), respectively, to the Statement.
This Amendment to the Statement is being filed solely for the purpose of supplementing, by a separate letter to investors, the disclosure in Section 8 of the Offer to Purchase (the "Letter to Investors"). All terms and conditions set forth in the Statement filed with the SEC on October 8, 2021 remain unchanged.
The Letter to Investors is attached hereto as Exhibit (a)(1)(i)(b).
| ITEM 12. | Exhibits. |
| (a)(1)(i)(a) | Cover Letter to Offer to Purchase and Letter of Transmittal.* |
| (a)(1)(i)(b) | Letter to Investors.** |
| (a)(1)(ii) | Offer to Purchase.* |
| (a)(1)(iii) | Form of Letter of Transmittal.* |
| (a)(1)(iv) | Form of Notice of Withdrawal of Tender.* |
| (a)(1)(v) | Forms of Letters from the Fund to Investors in connection with acceptance of offers of tender.* |
| (a)(2)-(5) | Not applicable. |
| (b)-(h) | Not applicable. |
| _______________ | |
| * Previously filed as an exhibit to the Tender Offer Statement on Schedule TO on October 8, 2021. | |
| ** Filed herewith. | |
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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.
CPG COOPER SQUARE INTERNATIONAL EQUITY, LLC
By: /s/ Michael Mascis Name: Michael Mascis |
| October 22, 2021 |
| -3- |
EXHIBIT INDEX
Exhibit
| (a)(1)(i)(a) | Cover Letter to Offer to Purchase and Letter of Transmittal.* |
| (a)(1)(i)(b) | Letter to Investors.** |
| (a)(1)(ii) | Offer to Purchase.* |
| (a)(1)(iii) | Form of Letter of Transmittal.* |
| (a)(1)(iv) | Form of Notice of Withdrawal of Tender.* |
| (a)(1)(v) | Forms of Letters from the Fund to Investors in connection with acceptance of offers of tender.* |
| (a)(2)-(5) | Not applicable. |
| (b)-(h) | Not applicable. |
| _______________ | |
| * Previously filed as an exhibit to the Tender Offer Statement on Schedule TO on October 8, 2021. | |
| ** Filed herewith. | |
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