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, LLC
(Name of Issuer)
EXCELSIOR ABSOLUTE RETURN FUND OF FUNDS, LLC
(Name of Person(s) Filing Statement)
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
James L. Bailey
Excelsior Absolute Return Fund of Funds, 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
April 13, 2006
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation: $40,000,000.00 (a) Amount of Filing Fee $4,280.00 (b)
- --------------------------------------------------------------------------------
(a) Calculated as the aggregate maximum purchase price for limited liability
company interests.
(b) Calculated at $107.00 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: $270.71
Form or Registration No: Schedule TO, 005-80094
Filing Party: Excelsior Absolute Return Fund of Funds, LLC
Date Filed: 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 April 13, 2006, by Excelsior
Absolute Return Fund of Funds, LLC (the "Fund") in connection with an offer by
the Fund to purchase up to $40,000,000 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 April
13, 2006.
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 May 10, 2006.
2. $47,016,871.91 in Interests were validly tendered and not withdrawn
prior to the expiration of the Offer. $40,800,000.00 of those Interests were
accepted for purchase and paid by the Fund in accordance with the terms of the
Offer and Rule 13e-4(f)(1)(ii).
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, LLC
By: /s/ James L. Bailey
---------------------------------
Name: James L. Bailey
Title: Principal Manager
July 26, 2006