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
AMENDMENT NO. 1
OLD MUTUAL ABSOLUTE RETURN MASTER FUND, L.L.C.
(Name of Issuer)
OLD MUTUAL ABSOLUTE RETURN MASTER FUND, L.L.C.
(Name of Person(s) Filing Statement)
LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Ross Weissman
Larch Lane Advisors LLC
800 Westchester Avenue, S-618
Rye Brook, NY 10573
(888) 266-2200
(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:
George Silfen, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2131
September 29, 2008
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation: $4,400,000.00(a) Amount of Filing Fee: $172.92(b)
- --------------------------------------------------------------------------------
(a) Calculated as the aggregate maximum purchase price for Interests.
(b) Calculated at $39.30 per $1,000,000 of 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: $113.97
Form or Registration No.: Schedule TO, Registration No. 005-83155
Filing Party: Old Mutual Absolute Return Master Fund, L.L.C.
Date Filed: September 29, 2008
[ ] 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: [ ]
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This Amendment No. 1 relates to the Issuer Tender Offer Statement on
Schedule TO (the "Statement") originally filed on September 29, 2008 by Old
Mutual Absolute Return Master Fund, L.L.C. (the "Fund") in connection with an
offer (the "Offer") by the Fund to purchase up to $2,900,000 of interests in the
Fund ("Interests") on the terms and subject to the conditions set forth in the
Notice of Offer to Purchase and the related Letter of Transmittal. Copies of the
Notice of Offer to Purchase and Letter of Transmittal were previously filed as
Exhibits B and C to the Statement.
This Amendment No. 1 to the Statement is being filed to report the
following information pursuant to Rule 13e-4(c)(3) (capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Notice
of Offer to Purchase):
The Offer amount is being increased to an aggregate of $4,400,000 of
Interests, on the same terms and subject to the same conditions set forth in the
Notice of Offer to Purchase and the related Letter of Transmittal, except that
the expiration date of the Offer is extended until 12:00 midnight, Eastern Time,
on Monday, November 3, 2008, in accordance with Rule 13e-4(f)(1)(ii).
The information contained in the Supplement to Notice of Offer to
Purchase dated October 21, 2008, attached as Appendix A hereto, will be
distributed to investors in the Fund contemporaneously with the filing of this
Amendment.
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.
OLD MUTUAL ABSOLUTE RETURN
MASTER FUND, L.L.C.
By: /s/ ROSS WEISSMAN
-----------------
Name: Ross Weissman
Chief Financial Officer
October 21, 2008
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Appendix A
OLD MUTUAL ABSOLUTE RETURN MASTER FUND, L.L.C.
800 WESTCHESTER AVENUE, S-618
RYE BROOK, NEW YORK 10573
SUPPLEMENT TO NOTICE OF OFFER TO PURCHASE
DATED OCTOBER 21, 2008
To the Members of Old Mutual Absolute Return Master Fund, L.L.C.:
As previously disclosed in the Notice of Offer to Purchase dated
September 29, 2008 (the "Offer"), Old Mutual Absolute Return Master Fund, L.L.C.
(the "Fund") may, in its discretion, extend the Offer and increase the amount of
interests in the Fund ("Interests") that the Fund is offering to purchase. The
Fund has decided to extend the Offer until 12:00 midnight on Monday, November 3,
2008, and to increase the amount of Interests the Fund is offering to purchase
from $2.9 million to an aggregate of $4.4 million. All of the other terms of the
original Offer remain unchanged.
Sincerely,
Old Mutual Absolute Return Master Fund, L.L.C.
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