SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
FINAL AMENDMENT
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
(Name of Issuer)
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
(Name of Person(s) Filing Statement)
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Robert F. Aufenanger
Excelsior Absolute Return Fund of Funds Master Fund, LLC
225 High Ridge Road
Stamford, CT 06905
(203) 352-4497
(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:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2533
October 14, 2005
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- ---------------------- -------------------- ---------------------- -------------
Transaction Valuation: $30,000,000(a) Amount of Filing Fee $3,531.00(b)
- ---------------------- -------------------- ---------------------- -------------
(a) Calculated as the aggregate maximum purchase price for limited
liability company interests.
(b) Calculated at $117.70 per $1,000,000 of the Transaction Valuation.
[x] 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: $3,531.00
Form or Registration No: SCHEDULE TO, REGISTRATION NO. 005-80093
Filing Party: EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS MASTER FUND, LLC
Date Filed: April 14, 2005 and October 14, 2005
[ ] 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: [x].
This final amendment relates to the Issuer Tender Offer Statement
on Schedule TO (the "Statement") originally filed October 14, 2005, by Excelsior
Absolute Return Fund of Funds Master Fund, LLC (the "Fund") in connection with
an offer by the Fund to purchase up to $30,000,000 of interests in the Fund
("Interests") on the terms and subject to the conditions set forth in the Offer
to Purchase and the related Letter of Transmittal. Copies of the Offer to
Purchase and Letter of Transmittal were previously filed as Exhibits B and C to
the Statement on October 14, 2005.
This is the final amendment to the Statement and is being
filed to report the results of the Offer. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Offer to
Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
1. The Offer expired at 12:00 midnight, Eastern time, on November 10,
2005.
2. $20,613,830.78 in Interests were validly tendered and not withdrawn
prior to the expiration of the Offer, and all of those Interests were accepted
for purchase by the Fund in accordance with the terms of the Offer.
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.
EXCELSIOR ABSOLUTE RETURN
FUND OF FUNDS MASTER FUND, LLC
By: /s/ Robert F. Aufenanger
---------------------------------
Name: Robert F. Aufenanger
Title: Authorized Signatory
February 1, 2006