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
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
December 24, 2008
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
Transaction Valuation: $2,800,000 (a) Amount of Filing Fee: $110.04 (b)
- -------------------------------------------------------------------------------
(a) Calculated as the aggregate maximum purchase price for Interests.
(b) Calculated at $39.30 per $1,000,000 of the Transaction Valuation.
/ / Check the box if any part of the fee is offset as provided by Rule
0-1l(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: / /
ITEM 1. SUMMARY TERM SHEET.
As stated in the Limited Liability Company Agreement (the "LLC
Agreement") of Old Mutual Absolute Return Master Fund, L.L.C. (the "Company"),
the Company is offering to purchase limited liability company interests in the
Company ("Interest" or "Interests," as the context requires) from members of the
Company ("Members") at their net asset value (that is, the value of the
Company's assets minus its liabilities, multiplied by the proportionate interest
in the Company a Member desires to tender). The offer to purchase Interests (the
"Offer") will remain open until 12:00 midnight, Eastern time, on January 23,
2009 (the "Expiration Date") unless the Offer is extended. The net asset value
of the Interests will be calculated for this purpose as of March 31, 2009 or, if
the Offer is extended, approximately one month after the Expiration Date (in
each case, the "Valuation Date"). The Company reserves the right to adjust the
Valuation Date as a result of any extension of the Offer. The Company will
review the net asset value calculation of Interests during the Company's audit
for its fiscal year ending March 31, 2009, which the Company expects will be
completed by the end of May 2009 and the audited net asset value will be used to
determine the final amount to be paid for tendered Interests.
Members may tender their entire Interest, a portion of their Interest
(defined as a specific dollar value) or a portion of their Interest above the
required minimum capital account balance. If a Member tenders its entire
Interest (or a portion of its Interest) and the Company purchases that Interest,
the Company will give the Member a non-interest bearing, non-transferable
promissory note (the "Note") entitling the Member to receive an amount equal to
the net asset value of the Interest tendered (valued in accordance with the LLC
Agreement), determined as of the Valuation Date. The Note will entitle the
Member to receive an initial payment in cash and/or marketable securities
(valued in accordance with the LLC Agreement) equal to 97% of the net asset
value of the Interest tendered by the Member that is accepted for purchase by
the Company (the "Initial Payment") and will be paid to the Member within one
month after the Valuation Date or, if the Company has requested withdrawals of
its capital from any portfolio funds in order to finance the purchase of
Interests, within ten business days after the Company has received at least 90%
of the aggregate amount withdrawn by the Company from such portfolio funds. The
Note will also entitle the Member to receive a contingent payment (the
"Contingent Payment") equal to the excess, if any, of (a) the net asset value of
the Interest tendered as of the Valuation Date, as it may be adjusted based upon
the next annual audit of the Company's financial statements, over (b) the
Initial Payment. The Fund will deposit the aggregate amount of the Contingent
Payments in a separate, non-interest bearing account. The Contingent Payment
will be payable promptly after the completion of the Company's annual audit.
Proceeds of the Initial Payment and the Contingent Payment will be wire
transferred directly to an account designated by the Member.
A Member that tenders for repurchase only a portion of such Member's
Interest will be required to maintain a minimum capital account balance of
$50,000 (or $25,000, in the case of certain Members, as set forth in the
offering materials provided to Members).
The Company reserves the right to purchase less than the amount
tendered by a Member if the amount tendered would cause the Member's capital
account in the Company to have a value less than the required minimum balance.
If the Company accepts the tender of the
1
Member's entire Interest or a portion of such Member's Interest, the Company
will make payment for Interests it purchases from one or more of the following
sources: cash on hand, the proceeds of the sale of and/or delivery of portfolio
securities held by the Company, the withdrawals of its capital from portfolio
funds in which it has invested, or by borrowings (which the Company does not
intend to do).
The Offer remains open to Members until 12:00 midnight, Eastern time,
on January 23, 2009, the expected expiration date of the Offer. Until this time,
Members have the right to change their minds and withdraw the tenders of their
Interests. Members will also have the right to withdraw tenders of their
Interests at any time after February 23, 2009, if their Interest has not yet
been accepted for purchase by the Company.
If a Member would like the Company to purchase its Interest or a
portion of its Interest, it should complete, sign and either (i) mail (via
certified mail return receipt requested) or otherwise deliver a Letter of
Transmittal, attached to this document as Exhibit C, to UMB Fund Services, Inc.
(the "Transfer Agent"), at 803 W. Michigan St., Milwaukee, WI 53233, Attention:
Old Mutual Funds, or (ii) fax it to the Transfer Agent at (816) 860-3140, so
that it is received before 12:00 midnight, Eastern time, on January 23, 2009. IF
THE MEMBER CHOOSES TO FAX THE LETTER OF TRANSMITTAL, IT SHOULD MAIL THE ORIGINAL
LETTER OF TRANSMITTAL TO THE TRANSFER AGENT PROMPTLY AFTER IT IS FAXED (ALTHOUGH
THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 12:00 MIDNIGHT, EASTERN TIME,
ON JANUARY 23, 2009). Of course, the value of the Interests will change between
October 31, 2008 (the last time prior to the date of this filing as of which net
asset value has been calculated) and the Valuation Date. Members may obtain the
estimated net asset value of their Interests, which the Company will calculate
monthly based upon the information the Company receives from the managers of the
portfolio funds in which it invests, by contacting the Transfer Agent at (888)
896-8919 or at the address listed above, Monday through Friday, except holidays,
during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern time). Please
see Item 4(a)(9) for a discussion regarding the procedures implemented in the
event the Offer is oversubscribed (I.E., more than $2.8 million of Interests are
duly tendered).
Please note that just as each Member has the right to withdraw the
tender of an Interest, the Company has the right to cancel, amend or postpone
this Offer at any time before 12:00 midnight, Eastern time, on January 23, 2009.
Also realize that although the Offer expires on January 23, 2009, a Member that
tenders its Interest will remain a Member in the Company notwithstanding the
Company's acceptance of the Member's Interest for purchase through the Valuation
Date. Accordingly, the value of a tendered Interest will remain at risk, until
the Valuation Date, because of its investment pursuant to the Company's
investment program.
ITEM 2. ISSUER INFORMATION.
(a) The name of the issuer is Old Mutual Absolute Return Master Fund,
L.L.C. The Company is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a closed-end, non-diversified, management
investment company. It is organized as a Delaware limited liability company. The
principal executive office of the Company is located at 800 Westchester Avenue,
S-618, Rye Brook, New York 10573 and the telephone number is (888) 266-2200.
2
(b) The title of the securities that are the subject of the Offer is
limited liability company interests or portions thereof in the Company. As of
the close of business on October 31, 2008, there was approximately $16.3 million
outstanding in capital of the Company, represented by Interests (based on the
estimated unaudited net asset value of such Interests). Subject to the
conditions set forth in the Offer, the Company will purchase up to $2.8 million
of Interests that are tendered by Members and not withdrawn as described above
in Item 1, subject to any extension of the Offer.
(c) Interests are not traded in any market, and any transfer thereof
is strictly limited by the terms of the Company's LLC Agreement.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The name of the filing person is Old Mutual Absolute Return Master
Fund, L.L.C. The Company's principal executive office is located at 800
Westchester Avenue, S-618, Rye Brook, New York 10573 and the telephone number is
(888) 266-2200. The Investment Adviser of the Company is Larch Lane Advisors LLC
(the "Adviser"). LLA Holdings LLC, the special member of the Adviser, owns
81.25% of the Adviser and is an indirect majority-owned subsidiary of Old Mutual
(US) Holdings Inc. ("OMUSH"). The principal executive office of the Adviser is
located at 800 Westchester Avenue, S-618, Rye Brook, New York 10573 and the
telephone number is (914) 798-7604. The Company's Managers are Gerald Hellerman,
Paul D. Malek, George W. Morriss and Matthew Appelstein. Their address is c/o
Larch Lane Advisors LLC, 800 Westchester Avenue, S-618, Rye Brook, New York
10573.
ITEM 4. TERMS OF THIS TENDER OFFER.
(a)(1) Subject to the conditions set forth in the Offer, the Company
will purchase up to $2.8 million of Interests that are tendered by Members and
not withdrawn (in accordance with Item 1) prior to 12:00 midnight, Eastern time,
on the Expiration Date, or any later date as corresponds to any extension of the
offer.
(2) The purchase price of Interests tendered to the Company for
purchase will be their net asset value as of the Valuation Date.
Members may tender their entire Interest, a portion of their Interest
defined as a specific dollar value or a portion of their Interest above the
required minimum capital account balance. Each Member who tenders its entire
Interest or a portion thereof that is accepted for purchase will be given a Note
promptly upon acceptance of the Member's Interest. The Note will entitle the
Member to be paid an amount equal to the value, determined as of the Valuation
Date, of the Interest or portion thereof being purchased (subject to adjustment
upon completion of the next annual audit of the Company's financial statements).
This amount will be the value of the Member's capital account (or the portion
thereof being purchased) determined as of the Valuation Date, and will be based
upon the net asset value of the Company's assets as of that date, after giving
effect to all allocations to be made as of that date. The Note will entitle the
Member to receive an initial payment in an amount equal to at least 97% of the
unaudited net asset value of the Interest tendered and accepted for purchase by
the Company. Payment of this amount will be made within one month after the
Valuation Date or, if the Company has requested withdrawals of its capital from
any portfolio funds in order to fund the purchase of
3
Interests, no later than ten business days after the Company has
received at least 90% of the aggregate amount withdrawn by the Company from such
portfolio funds. The Note will also entitle a Member to receive the Contingent
Payment. The Contingent Payment will be payable promptly after the completion of
the Company's next annual audit. It is anticipated that the annual audit of the
Company's financial statements will be completed within 60 days after March 31,
2009, the fiscal year end of the Company.
Although the Company has retained the option to pay all or a portion
of the purchase price by distributing marketable securities, the purchase price
will be paid entirely in cash except in the unlikely event that the Board of
Managers of the Company determines that the distribution of securities is
necessary to avoid or mitigate any adverse effect of the Offer on the remaining
Members.
The Note pursuant to which a tendering Member will receive the Initial
Payment and Contingent Payment (together, the "Cash Payment") will be mailed
directly to the tendering Member. Any Cash Payment due pursuant to the Note will
be made by wire transfer directly to the tendering Member to an account
designated by the Member.
A Member who tenders for repurchase only a portion of such Member's
Interest will be required to maintain a minimum capital account balance of
$50,000 (or $25,000, in the case of certain Members, as set forth in the
offering materials provided to Members).
A copy of: (a) the Cover Letter to the Offer to Purchase and Letter of
Transmittal; (b) Notice of the Offer to Purchase; (c) a form of Letter of
Transmittal; (d) a form of Notice of Withdrawal of Tender; and (e) forms of
Letters from the Company to Members that will be sent in connection with the
Company's acceptance of tenders of Interests, are attached hereto as Exhibits A,
B, C, D and E, respectively.
(3) The scheduled expiration date of the Offer is 12:00 midnight,
Eastern time, January 23, 2009.
(4) Not Applicable.
(5) The Company reserves the right, at any time and from time to time,
to extend the period of time during which the Offer is pending by notifying
Members of such extension. The purchase price of an Interest tendered by any
Member will be the net asset value thereof as of the close of business on March
31, 2009 if the Offer expires on the initial Expiration Date or, if the Offer is
extended, approximately one month after the Expiration Date. During any such
extension, all Interests previously tendered and not withdrawn will remain
subject to the Offer. The Company also reserves the right, at any time and from
time to time, up to and including the Expiration Date, to: (a) cancel the Offer
in the circumstances set forth in Section 7 of the Offer and in the event of
such cancellation, not to purchase or pay for any Interests tendered pursuant to
the Offer; (b) amend the Offer; and (c) postpone the acceptance of Interests. If
the Company determines to amend the Offer or to postpone the acceptance of
Interests tendered, it will, to the extent necessary, extend the period of time
during which the Offer is open as provided above and will promptly notify
Members.
(6) A tender of Interests may be withdrawn at any time before 12:00
midnight, Eastern time, January 23, 2009 and, if Interests have not yet been
accepted for purchase by the Company, at any time after February 23, 2009.
(7) Members wishing to tender Interests pursuant to the Offer should
mail a completed and executed Letter of Transmittal to the Transfer Agent, to
the attention of Old Mutual Funds, at the address set forth on page 2 of the
Offer, or fax a completed and executed Letter of Transmittal to the Transfer
Agent, also to the attention of Old Mutual Funds,
4
at the fax number set forth on page 2 of the Offer. The completed and executed
Letter of Transmittal must be received by the Transfer Agent, either by mail or
by fax, no later than the Expiration Date. The Company recommends that all
documents be submitted to the Transfer Agent by certified mail, return receipt
requested, or by facsimile transmission. A Member choosing to fax a Letter of
Transmittal to the Transfer Agent must also send or deliver the original
completed and executed Letter of Transmittal to the Transfer Agent promptly
thereafter.
Any Member tendering an Interest pursuant to the Offer may withdraw
its tender as described above in Item 4(a)(6). To be effective, any notice of
withdrawal must be timely received by the Transfer Agent at the address or fax
number set forth on page 2 of the Offer. A form to use to give notice of
withdrawal of a tender is available by calling the Transfer Agent at the
telephone number indicated on page 2 of the Offer. A tender of Interests
properly withdrawn will not thereafter be deemed to be tendered for purposes of
the Offer. However, subsequent to the withdrawal of tendered Interests,
Interests may be tendered again prior to the Expiration Date by following the
procedures described above.
(8) For purposes of the Offer, the Company will be deemed to have
accepted (and thereby purchased) Interests that are tendered when it gives
written notice to the tendering Member of its election to purchase such Member's
Interest.
(9) If more than $2.8 million of Interests are duly tendered to the
Company prior to the Expiration Date and not withdrawn, the Company may in its
sole discretion: (a) accept the additional Interests permitted to be accepted
pursuant to Rule 13e-4(f)(1)(ii) under the Securities Exchange Act of 1934, as
amended (the "1934 Act"); or (b) amend and extend the Offer to increase the
amount of Interests that the Company is offering to purchase. In the event the
amount of Interests duly tendered exceeds the amount of Interests the Company
has offered to purchase pursuant to the Offer or any amendment thereof
(including the amount of Interests, if any, the Company may be willing to
purchase as permitted by Rule 13e-4(f)(1)(ii) under the 1934 Act), the Company
will accept Interests duly tendered on or before the Expiration Date for payment
on a PRO RATA basis based on the aggregate net asset value of tendered
Interests. The Offer may be extended, amended or canceled in various other
circumstances described in (5) above.
(10) The purchase of Interests pursuant to the Offer may have the
effect of increasing the proportionate interest in the Company of Members who do
not tender Interests. Members that retain their Interests may be subject to
increased risks that may possibly result from the reduction in the Company's
aggregate assets resulting from payment for the Interests tendered. These risks
include the potential for greater volatility due to decreased diversification.
However, the Company believes that this result is unlikely given the nature of
the Company's investment program. A reduction in the aggregate assets of the
Company may result in Members that do not tender Interests bearing higher costs
to the extent that certain expenses borne by the Company are relatively fixed
and may not decrease if assets decline. These effects may be reduced or
eliminated to the extent that additional subscriptions for Interests are made by
new and existing Members on January 1, 2009 and thereafter from time to time.
(11) Not Applicable.
(12) The following discussion is a general summary of the Federal
income tax consequences of the purchase of Interests by the Company from Members
pursuant to the Offer. Members should consult their own tax advisors for a
complete description of the tax consequences to them of a purchase of their
Interests by the Company pursuant to the Offer.
5
In general, a Member from which an Interest is purchased by the
Company will be treated as receiving a distribution from the Company. Such
Member generally will not recognize income or gain as a result of the purchase,
except to the extent (if any) that the amount of consideration received by the
Member exceeds such Member's then adjusted tax basis in such Member's Interest.
A Member's basis in such Interest will be adjusted for income, gain or loss
allocated (for tax purposes) to such Member for periods prior to the purchase of
such Interest. Cash distributed to a Member in excess of the adjusted tax basis
of such Member's Interest is taxable as a capital gain or ordinary income,
depending on the circumstances. A Member that has its entire Interest purchased
by the Company may generally recognize a loss, but only to the extent that the
amount of consideration received from the Company is less than the Member's then
adjusted tax basis in such Member's Interest.
(i) Not Applicable.
(ii) Not Applicable.
(iii) Not Applicable.
(iv) Not Applicable.
(v) Not Applicable.
(vi) Not Applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The Company's LLC Agreement, which was provided to each Member in
advance of subscribing for Interests, provides that the Company's Board of
Managers has the sole discretion to determine whether the Company will purchase
Interests from Members from time to time pursuant to written tenders. The
Adviser expects that it will recommend to the Board of Managers that the Company
purchase Interests from Members quarterly, effective as of March 31, June 30,
September 30 and December 31, in accordance with the offering materials provided
to Members. The Company has previously offered to purchase Interests from
Members pursuant to written tenders, effective as of December 31, 2007, March
31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008.
The Company is not aware of any contract, arrangement, understanding
or relationship relating, directly or indirectly, to this tender offer (whether
or not legally enforceable) between: (i) the Company and the Adviser or any
Manager of the Company or any person controlling the Company or controlling the
Adviser or any Manager of the Company; and (ii) any person, with respect to
Interests. However, the LLC Agreement provides that the Company shall be
dissolved if the Interest of any Member that has submitted a written request, in
accordance with the terms of the LLC Agreement, to tender its entire Interest
for purchase by the Company has not been repurchased within a period of two
years of the request.
6
ITEM 6. PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE.
(a) The purpose of the Offer is to provide liquidity to Members that
hold Interests, as contemplated by and in accordance with the procedures set
forth in the LLC Agreement.
(b) The Company currently expects that it will accept subscriptions
for Interests as of January 1, 2009 and on the first day of each month
thereafter, but is under no obligation to do so.
(c) Neither the Company nor the Adviser nor the Board of Managers has
any plans or proposals that relate to or would result in: (1) the acquisition by
any person of additional Interests (other than the Company's intention to accept
subscriptions for Interests on the first day of each month and from time to time
in the discretion of the Company), or the disposition of Interests; (2) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company; (3) any material change in the present distribution
policy or indebtedness or capitalization of the Company; (4) any change in the
identity of the Adviser or the members of the Board of Managers, or in the
management of the Company including, but not limited to, any plans or proposals
to change the number or the term of members of the Board of Managers, to fill
any existing vacancy on the Board of Managers or any plans or proposals to
change any material term of the investment advisory arrangements with the
Adviser; (5) a sale or transfer of a material amount of assets of the Company
(other than as the Board of Managers determines may be necessary or appropriate
to fund all or a portion of the purchase price for Interests to be acquired
pursuant to the Offer or in connection with the ordinary portfolio transactions
of the Company); (6) any other material change in the Company's structure or
business, including any plans or proposals to make any changes in its
fundamental investment policies, as amended, for which a vote would be required
by Section 13 of the 1940 Act; or (7) any changes in the LLC Agreement or other
actions that might impede the acquisition of control of the Company by any
person. Because Interests are not traded in any market, Sections (6), (7) and
(8) of Regulation M-A ss. 229.1006 (c) are not applicable to the Company.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The Company expects that the purchase price for Interests acquired
pursuant to the Offer, which will not exceed $2.8 million (unless the Company
elects to purchase a greater amount), will be derived from one or more of the
following sources: (i) cash on hand; (ii) the proceeds of the sale of and/or
delivery of securities and portfolio assets held by the Company; and (iii)
possibly borrowings, as described in paragraph (b), below. The Company will
segregate, with its custodian, cash or U.S. government securities or other
liquid securities equal to the value of the amount estimated to be paid under
any Notes as described above.
(b) None of the Company, the Adviser or the Board of Managers has
determined at this time to borrow funds to purchase Interests tendered in
connection with the Offer. However, depending on the dollar amount of Interests
tendered and prevailing general economic and market conditions, the Company, in
its sole discretion, may decide to seek to borrow money to finance all or a
portion of the purchase price for Interests, subject to
7
compliance with applicable law. If the Company finances any portion of
the purchase price in that manner, it will deposit assets in a special custody
account with its custodian, to serve as collateral for any amounts so borrowed,
and if the Company were to fail to repay any such amounts, the lender would be
entitled to satisfy the Company's obligations from the collateral deposited in
the special custody account. The Company expects that the repayment of any
amounts borrowed will be made from additional funds contributed to the Company
by existing and/or new Members, or from the proceeds of the sale of securities
and portfolio assets held by the Company.
(c) Not Applicable.
(d) Not Applicable.
ITEM 8. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based on October 31, 2008 estimated values, OMUSH owns
$1,101,909.06 in Interests (approximately 6.75% of the outstanding Interests).
(b) There have been no transactions involving Interests that were
effected during the past 60 days by the Company, the Adviser, any Manager or any
person controlling the Company, the Adviser or any Manager.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
No persons have been employed, retained or are to be compensated by
the Company to make solicitations or recommendations in connection with the
Offer.
ITEM 10. FINANCIAL STATEMENTS.
(a)(1) Reference is made to the following financial statements of the
Company, which the Company has prepared and furnished to Members pursuant to
Rule 30e-l under the 1940 Act and filed with the Securities and Exchange
Commission pursuant to Rule 30b2-1 under the 1940 Act, and which are
incorporated by reference in their entirety for the purpose of filing this
Schedule TO:
Unaudited financial statements for the semi-annual period
ended September 30, 2007, previously filed on EDGAR on Form
N-CSR on December 7, 2007.
Audited financial statements for the fiscal year ended March
31, 2008, previously filed on EDGAR on Form N-CSR on June 9,
2008.
Unaudited financial statements for the semi-annual period
ended September 30, 2008, previously filed on EDGAR on Form
N-CSR on December 10, 2008.
(2) The Company is not required to and does not file quarterly
unaudited financial statements under the 1934 Act. The Company does not have
shares, and consequently does not have earnings per share information.
8
(3) Not Applicable.
(4) The Company does not have shares, and consequently does not have
book value per share information.
(b) The Company's assets will be reduced by the amount of the
tendered Interests that are repurchased by the Company. Thus, income relative to
assets may be affected by the Offer. The Company does not have shares and
consequently does not have earnings or book value per share information.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) None.
(2) None.
(3) Not Applicable.
(4) Not Applicable.
(5) None.
(b) None.
ITEM 12. EXHIBITS.
Reference is hereby made to the following exhibits which collectively
constitute the Offer to Members and are incorporated herein by reference:
A. Cover Letter to the Notice of Offer to Purchase and Letter of
Transmittal.
B. Notice of Offer to Purchase.
C. Form of Letter of Transmittal.
D. Form of Notice of Withdrawal of Tender.
E. Forms of Letters from the Company to Members in connection with the
Company's acceptance of tenders of Interests.
9
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
Title: Chief Financial Officer
December 24, 2008
10
EXHIBIT INDEX
EXHIBIT
A. Cover Letter to the Notice of Offer to Purchase and Letter of Transmittal.
B. Notice of Offer to Purchase.
C. Form of Letter of Transmittal.
D. Form of Notice of Withdrawal of Tender.
E. Forms of Letters from the Company to Members in Connection with the Company's
Acceptance of Tenders of Interests.
EXHIBIT A
Cover Letter to the Notice of Offer to Purchase and Letter of Transmittal
OLD MUTUAL ABSOLUTE RETURN MASTER FUND, L.L.C.
IF YOU DO NOT WANT TO SELL YOUR LIMITED LIABILITY COMPANY INTERESTS
AT THIS TIME, PLEASE DISREGARD THIS NOTICE.
THIS IS SOLELY A NOTIFICATION OF THE COMPANY'S TENDER OFFER.
December 24, 2008
Dear Old Mutual Absolute Return Master Fund, L.L.C. Member:
We are writing to inform you of important dates relating to a tender
offer by Old Mutual Absolute Return Master Fund, L.L.C. (the "Company"). If you
are not interested in tendering your limited liability company interests in the
Company ("Interest" or "Interests," as the context requires) at this time,
please disregard this notice and take no action.
The tender offer period will begin on December 24, 2008 and will end
at 12:00 midnight, Eastern time, on January 23, 2009. The purpose of the tender
offer is to provide liquidity to members that hold Interests. Interests may be
presented to the Company for purchase only by tendering them during one of the
Company's announced tender offers.
Should you wish to tender your Interest or a portion of your Interest
for purchase by the Company during this tender offer period, please complete and
return the enclosed Letter of Transmittal in the enclosed postage-paid envelope
or by fax so that it arrives no later than January 23, 2009. If you do not wish
to tender your Interests, simply disregard this notice. NO ACTION IS REQUIRED IF
YOU DO NOT WISH TO TENDER ANY PORTION OF YOUR INTEREST AT THIS TIME.
All tenders of Interests must be received by the Company's Transfer
Agent, UMB Fund Services, either by mail or by fax (if by fax, please deliver an
original, executed copy promptly thereafter) in good order by January 23, 2009.
If you have any questions, please refer to the attached Offer to
Purchase document, which contains additional important information about the
tender offer, or call your Account Executive or our Transfer Agent at (888)
896-8919.
Sincerely,
Old Mutual Absolute Return Master Fund, L.L.C.
A-1
EXHIBIT B
Notice of Offer to Purchase
Old Mutual Absolute Return Master Fund, L.L.C.
800 Westchester Avenue, S-618
Rye Brook, NY 10573
(888) 266-2200
OFFER TO PURCHASE UP TO $2.8 MILLION OF OUTSTANDING
INTERESTS AT NET ASSET VALUE
DATED DECEMBER 24, 2008
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, JANUARY 23, 2009,
UNLESS THE OFFER IS EXTENDED
To the Members of Old Mutual Absolute Return Master Fund, L.L.C.:
Old Mutual Absolute Return Master Fund, L.L.C., a closed-end,
non-diversified, management investment company organized as a Delaware limited
liability company (the "Company"), is offering to purchase for cash on the terms
and conditions set forth in this offer to purchase ("Offer to Purchase") and the
related Letter of Transmittal (which together with the Offer to Purchase
constitutes the "Offer") up to $2.8 million of Interests in the Company or
portions thereof pursuant to tenders by members of the Company ("Members") at a
price equal to their net asset value as of March 31, 2009, if the Offer expires
on January 23, 2009, or, if the Offer is extended, approximately one month after
the expiration date of the Offer (in each case, the "Valuation Date"). (As used
in this Offer, the term "Interest" or "Interests," as the context requires,
shall refer to the interests in the Company and portions thereof representing
beneficial interests in the Company.) If the Company elects to extend the tender
period, for the purpose of determining the purchase price for tendered
Interests, the net asset value of such Interests will be determined at the close
of business on the Valuation Date. This Offer is being made to all Members and
is not conditioned on any minimum amount of Interests being tendered, but is
subject to certain conditions described below. Interests are not traded on any
established trading market and are subject to strict restrictions on
transferability pursuant to the Company's Limited Liability Company Agreement
(the "LLC Agreement"), if applicable.
Members should realize that the value of the Interests tendered in
this Offer likely will change between October 31, 2008 (the last time net asset
value was calculated) and the Valuation Date. Members tendering their Interests
should also note that they will remain Members in the Company, with respect to
the Interest tendered and accepted for purchase by the Company, through the
Valuation Date. Accordingly, the value of a tendered Interest will remain at
risk until the Valuation Date, because of its investment pursuant to the
Company's investment program.
Any tendering Members that wish to obtain the estimated net asset
value of their Interests should contact the Company's transfer agent, UMB Fund
Services, Inc. (the "Transfer Agent"), at the telephone numbers or address set
forth below, Monday through Friday, except holidays, during normal business
hours of 9:00 a.m. to 5:00 p.m. (Eastern time). Members desiring to tender all
or any portion of their Interests in accordance with the terms of the Offer
Old Mutual Absolute Return Master Fund, L.L.C.
should complete and sign the attached Letter of Transmittal and mail or fax it
to the Company in the manner set forth in Section 4 below.
IMPORTANT
None of the Company, its investment adviser or its Board of Managers
makes any recommendation to any Member as to whether to tender or refrain from
tendering Interests. Members must make their own decisions whether to tender
Interests, and, if they choose to do so, the portion of their Interests to
tender.
Because each Member's investment decision is a personal one, based on
its financial circumstances, no person has been authorized to make any
recommendation on behalf of the Company as to whether Members should tender
Interests pursuant to the Offer. No person has been authorized to give any
information or to make any representations in connection with the Offer other
than those contained herein or in the letter of transmittal. If given or made,
such recommendation and such information and representations must not be relied
on as having been authorized by the Company.
This transaction has not been approved or disapproved by the
Securities and Exchange Commission (the "SEC") nor has the SEC or any state
securities commission passed on the fairness or merits of such transaction or on
the accuracy or adequacy of the information contained in this document. Any
representation to the contrary is unlawful.
Questions and requests for assistance and requests for additional
copies of the Offer may be directed to the Transfer Agent.
UMB Fund Services, Inc.
803 W. Michigan St.
Milwaukee, WI 53233
Attention: Old Mutual Funds
Phone: (888) 896-8919
Fax: (816) 860-3140
B-2
Old Mutual Absolute Return Master Fund, L.L.C.
TABLE OF CONTENTS
1. BACKGROUND AND PURPOSE OF THE OFFER................................6
2. OFFER TO PURCHASE AND PRICE........................................7
3. AMOUNT OF TENDER...................................................7
4. PROCEDURE FOR TENDERS..............................................8
5. WITHDRAWAL RIGHTS..................................................8
6. PURCHASES AND PAYMENT..............................................9
7. CERTAIN CONDITIONS OF THE OFFER...................................10
8. CERTAIN INFORMATION ABOUT THE COMPANY.............................11
9. CERTAIN FEDERAL INCOME TAX CONSEQUENCES...........................11
10. MISCELLANEOUS.....................................................12
B-3
Old Mutual Absolute Return Master Fund, L.L.C.
SUMMARY TERM SHEET
o As stated in the Limited Liability Company Agreement (the "LLC
Agreement") of Old Mutual Absolute Return Master Fund, L.L.C.
(hereinafter "we" or the "Company"), we will purchase your limited
liability company interests ("Interest" or "Interests" as the context
requires) at their net asset value (that is, the value of the
Company's assets minus its liabilities, multiplied by the
proportionate interest in the Company you desire to tender). This
offer to purchase Interests (the "Offer") will remain open until 12:00
midnight, Eastern time, on January 23, 2009 unless the Offer is
extended (the "Expiration Date").
o The net asset value of the Interests will be calculated for this
purpose as of March 31, 2009 or, if the Offer is extended,
approximately one month after the Expiration Date (in each case, the
"Valuation Date"). The Company reserves the right to adjust the
Valuation Date as a result of any extension of the Offer. The Company
will review the net asset value calculation of the Interests during
the Company's audit for its fiscal year ending March 31, 2009, which
the Company expects will be completed by the end of May 2009 and the
audited net asset value will be used to determine the final amount
paid for tendered Interests.
o You may tender your entire Interest, a portion of your Interest
defined as a specific dollar value or a portion of your Interest above
the required minimum capital account balance. If you tender your
entire Interest (or a portion of your Interest) and we purchase that
Interest, we will give you a non-interest-bearing, non-transferable
promissory note (the "Note") entitling you to an amount equal to the
net asset value of the Interest tendered (valued in accordance with
the LLC Agreement), determined as of the Valuation Date.
o The Note will be mailed to you and will entitle you to an initial
payment in cash and/or marketable securities (valued according to the
LLC Agreement) equal to 97% of the net asset value of the Interest
(the "Initial Payment") which will be paid to you within 30 days after
the Valuation Date or, if we have requested withdrawals of capital
from any portfolio funds in order to finance the purchase of
Interests, ten business days after we have received at least 90% of
the aggregate amount withdrawn from such portfolio funds.
o The Note will also entitle you to a contingent payment (the
"Contingent Payment") equal to the excess, if any, of (a) the net
asset value of the Interest tendered as of the Valuation Date (as it
may be adjusted based upon the next annual audit of the Company's
financial statements) over (b) the Initial Payment. The Fund will
deposit the aggregate amount of the Contingent Payments in a separate,
non-interest bearing account. The Contingent Payment will be payable
promptly after the completion of the Company's next annual audit.
Old Mutual Absolute Return Master Fund, L.L.C.
o If you tender only a portion of your Interest you will be required to
maintain a minimum capital account balance of $50,000 (or $25,000, in
the case of certain Members, as set forth in the offering materials
provided to Members). We reserve the right to purchase less than the
amount you tender if the purchase would cause your capital account to
have less than the required minimum balance.
o If we accept the tender of your entire Interest or a portion of your
Interest, we will pay you your proceeds from: cash on hand,
withdrawals of capital from the portfolio funds in which we have
invested, the proceeds of the sale of and/or delivery of portfolio
securities held by the Company and/or by borrowing if the Offer is
extended (which we do not intend to do).
o Following this summary is a formal notice of our offer to repurchase
your Interests. Our Offer remains open to you until 12:00 midnight,
Eastern time, on January 23, 2009, the expected expiration date of the
Offer. Until that time, you have the right to change your mind and
withdraw any tender of your Interest. You will also have the right to
withdraw the tender of your Interest at any time after February 23,
2009, assuming your Interest has not yet been accepted for repurchase.
o If you would like us to repurchase your Interest or a portion of your
Interest, you should (i) mail the Letter of Transmittal, enclosed with
the Offer, to UMB Fund Services, Inc. at 803 W. Michigan St.,
Milwaukee, WI 53233, Attention: Old Mutual Funds, or (ii) fax it to
the Transfer Agent at (816) 860-3140, so that it is received before
12:00 midnight, Eastern time, on January 23, 2009. IF YOU FAX THE
LETTER OF TRANSMITTAL, YOU SHOULD MAIL THE ORIGINAL LETTER OF
TRANSMITTAL TO THE TRANSFER AGENT PROMPTLY AFTER YOU FAX IT (ALTHOUGH
THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 12:00 MIDNIGHT,
EASTERN TIME, ON JANUARY 23, 2009).
o The value of your Interests will change between October 31, 2008 (the
last time net asset value was calculated) and the Valuation Date.
o If you would like to obtain the estimated net asset value of your
Interest, which we calculate monthly, based upon the information we
receive from the managers of the investment funds in which we invest,
you may contact the Transfer Agent at (888) 896-8919 or at the address
listed above, Monday through Friday, except holidays, during normal
business hours of 9:00 a.m. to 5:00 p.m. (Eastern time).
o If more than $2.8 million of Interests are duly tendered to the
Company prior to the Expiration Date and not withdrawn pursuant to
Section 5 below, the Company will in its sole discretion either (a)
accept the additional Interests permitted to be accepted pursuant to
Rule 13e-4(f)(1)(ii) under the Securities Exchange Act of 1934, as
amended (the "1934 Act"); or (b) amend and extend the Offer to
increase the amount of Interests that the Company is offering to
Old Mutual Absolute Return Master Fund, L.L.C.
purchase. In the event the amount of Interests duly tendered exceeds
the amount of Interests the Company has offered to purchase pursuant
to the Offer or any amendment thereof (including the amount of
Interests, if any, the Company may be willing to purchase as permitted
by Rule 13e-4(f)(1)(ii) under the 1934 Act), the Company will accept
Interests duly tendered on or before the Expiration Date for payment
on a PRO RATA basis based on the aggregate net asset value of tendered
Interests.
o Please note that just as you have the right to withdraw the tender of
an Interest, we have the right to cancel, amend or postpone this Offer
at any time before 12:00 midnight, Eastern time, on January 23, 2009.
Also realize that although the Offer expires on January 23, 2009, you
will remain a Member of the Company, with respect to the Interest
tendered and accepted for purchase by the Company, through the
Valuation Date. Accordingly, the value of your tendered Interest will
remain at risk until the Valuation Date, because of its investment
pursuant to the Company's investment program.
1. BACKGROUND AND PURPOSE OF THE OFFER.
The purpose of this Offer is to provide liquidity to Members who hold
Interests, as contemplated by and in accordance with the procedures set forth in
the Company's LLC Agreement. The LLC Agreement, which was provided to each
Member in advance of subscribing for Interests, provides that the Board of
Managers has the sole discretion to determine whether the Company will purchase
Interests from Members from time to time pursuant to written tenders. Larch Lane
Advisors LLC, the investment adviser of the Company (the "Adviser"), expects
that it will recommend to the Board of Managers that the Company purchase
Interests from Members quarterly, effective as of March 31, June 30, September
30 and December 31, in accordance with the offering materials provided to
Members. The Company has previously offered to purchase Interests from Members
pursuant to written tenders, effective as of December 31, 2007, March 31, 2008,
June 30, 2008, September 30, 2008 and December 31, 2008. Because there is no
secondary trading market for Interests and transfers of Interests are prohibited
without prior approval of the Company, the Board of Managers has determined,
after consideration of various matters, that the Offer is in the best interest
of Members in order to provide liquidity for Interests as contemplated in the
LLC Agreement. Such matters include, but are not limited to, the following:
whether any Members have requested the Company to repurchase their Interests or
portions thereof; the liquidity of the Company's assets; the investment plans
and working capital requirements of the Company; the relative economies of scale
with respect to the size of the Company; the history of the Company in
repurchasing Interests; the economic condition of the securities markets; and
the anticipated tax consequences of any proposed repurchases of Interests or
portions thereof.
The purchase of Interests pursuant to the Offer may have the effect of
increasing the proportionate interest in the Company of Members that do not
tender Interests. Members that retain their Interests may be subject to
increased risks due to the reduction in the Company's aggregate assets resulting
from payment for the Interests tendered. These risks include the potential for
greater volatility due to decreased diversification. However, the Company
believes that this result is unlikely given the nature of the Company's
investment program. A reduction in
Old Mutual Absolute Return Master Fund, L.L.C.
the aggregate assets of the Company may result in Members that do not tender
Interests bearing higher costs to the extent that certain expenses borne by the
Company are relatively fixed and may not decrease if assets decline. These
effects may be reduced or eliminated to the extent that additional subscriptions
for Interests are made by new and existing Members on January 1, 2009 and
thereafter from time to time.
The Company currently expects that it will accept subscriptions for
Interests as of January 1, 2009 and on the first day of each month thereafter,
but is under no obligation to do so.
2. OFFER TO PURCHASE AND PRICE.
Subject to the conditions of the Offer, the Company will purchase up
to $2.8 million of Interests that are tendered by Members and not withdrawn (in
accordance with Section 5 below) prior to 12:00 midnight, Eastern time, on
January 23, 2009 or any later date as corresponds to any extension of the Offer
(in each case, the "Expiration Date"). The Company reserves the right to extend,
amend or cancel the Offer as described in Sections 3 and 7 below. The purchase
price of an Interest tendered will be its net asset value as of the Valuation
Date, payable as set forth in Section 6. The Company reserves the right to
adjust the Valuation Date as a result of any extension of the Offer.
As of the close of business on October 31, 2008, there was
approximately $16.3 million outstanding in capital of the Company held in
Interests (based on the estimated unaudited net asset value of such Interests).
Members may obtain monthly estimated net asset value information, which the
Company calculates based upon the information it receives from the managers of
the portfolio funds in which the Company invests, until the expiration of the
Offer, by contacting the Transfer Agent at the telephone number or address set
forth on page 2, Monday through Friday, except holidays, during normal business
hours of 9:00 a.m. to 5:00 p.m. (Eastern time).
3. AMOUNT OF TENDER.
Subject to the limitations set forth below, Members may tender their
entire Interest, a portion of their Interest defined as a specific dollar value
or the portion of their Interest above the required minimum capital account
balance, as described below. A Member that tenders for repurchase only a portion
of its Interest will be required to maintain a minimum capital account balance
of $50,000 (or $25,000, in the case of certain Members, as set forth in the
offering materials provided to Members). If a Member tenders an amount that
would cause the Member's capital account balance to fall below the required
minimum, the Company reserves the right to reduce the amount to be purchased
from such Member so that the required minimum balance is maintained. The Offer
is being made to all Members and is not conditioned on any minimum amount of
Interests being tendered.
If the amount of Interests that are properly tendered pursuant to the
Offer and not withdrawn pursuant to Section 5 below is less than or equal to
$2.8 million (or such greater amount as the Company may elect to purchase
pursuant to the Offer), the Company will, on the terms and subject to the
conditions of the Offer, purchase all of the Interests so tendered unless the
Company elects to cancel or amend the Offer, or postpone acceptance of tenders
made
Old Mutual Absolute Return Master Fund, L.L.C.
pursuant to the Offer, as provided in Section 7 below. If more than $2.8 million
of Interests are duly tendered to the Company prior to the Expiration Date and
not withdrawn pursuant to Section 5 below, the Company will in its sole
discretion either (a) accept the additional Interests permitted to be accepted
pursuant to Rule 13e-4(f)(1)(ii) under the 1934 Act; or (b) amend and extend the
Offer to increase the amount of Interests that the Company is offering to
purchase. In the event the amount of Interests duly tendered exceed the amount
of Interests the Company has offered to purchase pursuant to the Offer or any
amendment thereof (including the amount of Interests, if any, the Company may be
willing to purchase as permitted by Rule 13e-4(f)(1)(ii) under the 1934 Act),
the Company will accept Interests duly tendered on or before the Expiration Date
for payment on a PRO RATA basis based on the aggregate net asset value of
tendered Interests. The Offer may be extended, amended or canceled in various
other circumstances described in Section 7 below.
4. PROCEDURE FOR TENDERS.
Members wishing to tender Interests pursuant to the Offer should mail
a completed and executed Letter of Transmittal to the Transfer Agent, to the
attention of Old Mutual Funds, at the address set forth on page 2, or fax a
completed and executed Letter of Transmittal to the Transfer Agent, also to the
attention of Old Mutual Funds, at the fax number set forth on page 2. The
completed and executed Letter of Transmittal must be received by the Transfer
Agent, either by mail or by fax, no later than 12:00 midnight on the Expiration
Date.
The Company recommends that all documents be submitted to the Transfer
Agent via certified mail, return receipt requested, or by facsimile
transmission. A Member choosing to fax a Letter of Transmittal to the Transfer
Agent must also send or deliver the original completed and executed Letter of
Transmittal to the Transfer Agent promptly thereafter. Members wishing to
confirm receipt of a Letter of Transmittal may contact the Transfer Agent at the
address or telephone number set forth on page 2. The method of delivery of any
documents is at the election and complete risk of the Member tendering an
Interest including, but not limited to, the failure of the Transfer Agent to
receive any Letter of Transmittal or other document submitted by facsimile
transmission. All questions as to the validity, form, eligibility (including
time of receipt) and acceptance of tenders will be determined by the Company, in
its sole discretion, and such determination shall be final and binding. The
Company reserves the absolute right to reject any or all tenders determined by
it not to be in appropriate form or the acceptance of or payment for which
would, in the opinion of counsel for the Company, be unlawful. The Company also
reserves the absolute right to waive any of the conditions of the Offer or any
defect in any tender with respect to any particular Interest or any particular
Member, and the Company's interpretation of the terms and conditions of the
Offer will be final and binding. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the Company shall
determine. Tenders will not be deemed to have been made until the defects or
irregularities have been cured or waived. None of the Company, the Adviser or
the Board of Managers shall be obligated to give notice of any defects or
irregularities in tenders, nor shall any of them incur any liability for failure
to give such notice.
Old Mutual Absolute Return Master Fund, L.L.C.
5. WITHDRAWAL RIGHTS.
Any Member tendering an Interest pursuant to this Offer may withdraw
such tender at any time prior to or on the Expiration Date and, at any time
after February 23, 2009, assuming such Member's Interest has not yet been
accepted for purchase by the Company. To be effective, any notice of withdrawal
of a tender must be timely received by the Transfer Agent at the address or the
fax number set forth on page 2. A form to use to give notice of withdrawal of a
tender is available by calling the Transfer Agent at the telephone number
indicated on page 2. All questions as to the form and validity (including time
of receipt) of notices of withdrawal of a tender will be determined by the
Company, in its sole discretion, and such determination will be final and
binding. A tender of Interests properly withdrawn will not thereafter be deemed
to be tendered for purposes of the Offer. However, withdrawn Interests may be
tendered again prior to the Expiration Date by following the procedures
described in Section 4.
6. PURCHASES AND PAYMENT.
For purposes of the Offer, the Company will be deemed to have accepted
(and thereby purchased) Interests that are tendered as, if and when it gives
written notice to the tendering Member of its election to purchase such
Interest. As stated in Section 2 above, the purchase price of an Interest
tendered by any Member will be the net asset value thereof as of the Valuation
Date. The net asset value will be determined after all allocations to capital
accounts of the Member required to be made by the LLC Agreement have been made.
For Members who tender their Interest or a portion thereof that is
accepted for purchase, payment of the purchase price will consist of a
non-interest-bearing non-transferable promissory note (the "Note") entitling a
Member to an initial and contingent payment. The Note will entitle the Member to
receive an initial payment of 97% of the unaudited net asset value of the
Interest tendered and accepted for purchase by the Company. Payment of this
amount will be made within one month after the Valuation Date or, if the Company
has requested withdrawals of its capital from any portfolio funds in order to
finance the purchase of Interests, no later than ten business days after the
Company has received at least 90% of the aggregate amount withdrawn by the
Company from such portfolio funds. The Note will also entitle a Member to
receive a contingent payment equal to the excess, if any, of (a) the net asset
value of the Interests tendered and accepted for purchase by the Company as of
the Valuation Date, determined based on the audited financial statements of the
Company for its fiscal year ending March 31, 2009, over (b) the Initial Payment
(the "Contingent Payment"). The Note will be delivered to the tendering Member
in the manner set forth below within ten calendar days after the acceptance of
the Member's Interest. The Fund will deposit the aggregate amount of the
Contingent Payments in a separate, non-interest bearing account. The Contingent
Payment will be payable (in the manner set forth below) promptly after
completion of the audit of the financial statements of the Company for its
fiscal year. It is anticipated that the audit of the Company's financial
statements will be completed no later than 60 days after March 31, 2009.
Although the Company has retained the option to pay all or a portion
of the purchase price by distributing marketable securities, the purchase price
will be paid entirely in cash except in the unlikely event that the Board of
Managers determines that the distribution of
Old Mutual Absolute Return Master Fund, L.L.C.
securities is necessary to avoid or mitigate any adverse effect of the Offer on
the remaining Members of the Company.
The Note pursuant to which a tendering Member will receive the Initial
Payment and Contingent Payment (together, the "Cash Payment") will be mailed
directly to the tendering Member. Any Cash Payment due pursuant to the Note will
be made by wire transfer directly to the tendering Member to an account
designated by the Member.
The Company expects that the purchase price for Interests acquired
pursuant to the Offer, which will not exceed $2.8 million, (unless the Company
elects to purchase a greater amount) will be derived from: (a) cash on hand; (b)
the proceeds of the sale of securities and portfolio assets held by the Company;
and/or (c) possibly borrowings, as described below. The Company will segregate
with its custodian cash or U.S. government securities or other liquid securities
equal to the value of the amount estimated to be paid under the Note, as
described above. Neither the Company, nor the Board of Managers, nor the Adviser
have determined at this time to borrow funds to purchase Interests tendered in
connection with the Offer. However, depending on the dollar amount of Interests
tendered and prevailing general economic and market conditions, the Company, in
its sole discretion, may decide to finance any portion of the purchase price,
subject to compliance with applicable law, through borrowings. If the Company
finances any portion of the purchase price in that manner, it will deposit
assets in a special custody account with its custodian, SEI Private Trust
Company, to serve as collateral for any amounts so borrowed, and if the Company
were to fail to repay any such amounts, the lender would be entitled to satisfy
the Company's obligations from the collateral deposited in the special custody
account. The Company expects that the repayment of any amounts borrowed will be
made from additional funds contributed to the Company by existing and/or new
Members or from the proceeds of the sale of securities and portfolio assets held
by the Company.
7. CERTAIN CONDITIONS OF THE OFFER.
The Company reserves the right, at any time and from time to time, to
extend the period of time during which the Offer is pending by notifying Members
of such extension. The purchase price of an Interest tendered by any Member will
be the net asset value thereof as of the Valuation Date. During any such
extension, all Interests previously tendered and not withdrawn will remain
subject to the Offer. The Company also reserves the right, at any time and from
time to time up to and including acceptance of tenders pursuant to the Offer,
to: (a) cancel the Offer in the circumstances set forth in the following
paragraph and in the event of such cancellation not to purchase or pay for any
Interests tendered pursuant to the Offer; (b) amend the Offer; and (c) postpone
the acceptance of Interests. If the Company determines to amend the Offer or to
postpone the acceptance of Interests tendered, it will, to the extent necessary,
extend the period of time during which the Offer is open as provided above and
will promptly notify Members.
The Company may cancel the Offer, amend the Offer or postpone the
acceptance of tenders made pursuant to the Offer if: (a) the Company would not
be able to liquidate portfolio securities in a manner that is orderly and
consistent with the Company's investment objectives and policies in order to
purchase Interests tendered pursuant to the Offer; (b) there is, in the judgment
of the Board of Managers, any (i) legal action or proceeding instituted or
threatened challenging the Offer or otherwise materially adversely affecting the
Company, (ii)
Old Mutual Absolute Return Master Fund, L.L.C.
declaration of a banking moratorium by Federal or state authorities or any
suspension of payment by banks in the United States or New York State that is
material to the Company, (iii) limitation imposed by Federal or state
authorities on the extension of credit by lending institutions, (iv) suspension
of trading on any organized exchange or over-the-counter market where the
Company has a material investment, (v) commencement of war, significant increase
in armed hostilities or other international or national calamity directly or
indirectly involving the United States that is material to the Company, (vi)
material decrease in the net asset value of the Company from the net asset value
of the Company as of commencement of the Offer, or (vii) other event or
condition that would have a material adverse effect on the Company or its
Members if Interests tendered pursuant to the Offer were purchased; or (c) the
Board of Managers determines that it is not in the best interest of the Company
to purchase Interests pursuant to the Offer. However, there can be no assurance
that the Company will exercise its right to extend, amend or cancel the Offer or
to postpone acceptance of tenders pursuant to the Offer.
8. CERTAIN INFORMATION ABOUT THE COMPANY.
The Company is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a closed-end, non-diversified, management
investment company. It is organized as a Delaware limited liability company. The
principal executive office of the Company is located at 800 Westchester Avenue,
S-618, Rye Brook, New York 10573 and the telephone number is (888) 266-2200.
Interests are not traded on any established trading market and are subject to
strict restrictions on transferability pursuant to the LLC Agreement.
Neither the Company nor the Adviser nor the Board of Managers has any
plans or proposals that relate to or would result in: (a) the acquisition by any
person of additional Interests (other than the Company's intention to accept
subscriptions for Interests on the first day of each month and from time to time
in the discretion of the Company), or the disposition of Interests; (b) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company; (c) any material change in the present distribution
policy or indebtedness or capitalization of the Company; (d) any change in the
identity of the Adviser or the members of the Board of Managers, or in the
management of the Company including, but not limited to, any plans or proposals
to change the number or the term of members of the Board of Managers, to fill
any existing vacancy on the Board of Managers or any plans or proposals to
change any material term of the investment advisory arrangements with the
Adviser; (e) a sale or transfer of a material amount of assets of the Company
(other than as the Board of Managers determines may be necessary or appropriate
to fund all or a portion of the purchase price for Interests to be acquired
pursuant to the Offer or in connection with the ordinary portfolio transactions
of the Company); (f) any other material change in the Company's structure or
business, including any plans or proposals to make any changes in its
fundamental investment policies, as amended, for which a vote would be required
by Section 13 of the 1940 Act; or (g) any changes in the LLC Agreement or other
actions that might impede the acquisition of control of the Company by any
person.
Based on October 31, 2008 estimated values, Old Mutual (US) Holdings,
Inc. owns $1,101,909.06 in Interests (approximately 6.75% of the outstanding
Interests).
Old Mutual Absolute Return Master Fund, L.L.C.
OMUSH, the parent company of the Adviser, has informed the Company
that it plans on tendering its entire Interest pursuant to the terms of the
Offer. OMUSH has also informed the Company that the proceeds from the tender of
its Interest will be invested simultaneously into Old Mutual Absolute Return
Fund, L.L.C., a feeder fund that invests substantially all of its assets into
the Company. As a result, the Company's net asset value is not expected to
change. Except for the foregoing, to the Company's knowledge, no executive
officer, Manager, or other affiliate plans to tender, and the Company presently
has no plans to purchase the Interest of any executive officer, Manager or other
affiliate of the Company pursuant to the Offer.
There have been no transactions involving the Interests that were
effected during the past 60 days by the Company, the Adviser, any Manager or any
person controlling the Company or the Adviser or any Manager.
9. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.
The following discussion is a general summary of the federal income
tax consequences of the purchase of Interests by the Company from Members
pursuant to the Offer. Members should consult their own tax advisors for a
complete description of the tax consequences to them of a purchase of their
Interests by the Company pursuant to the Offer.
In general, a Member from which an Interest is purchased by the
Company will be treated as receiving a distribution from the Company. Such
Member generally will not recognize income or gain as a result of the purchase,
except to the extent (if any) that the amount of consideration received by the
Member exceeds such Member's then adjusted tax basis in such Member's Interest.
A Member's basis in the Member's Interest will be reduced (but not below zero)
by the amount of consideration received by the Member from the Company in
connection with the purchase of such Interest. A Member's basis in the Member's
Interest will be adjusted for income, gain or loss allocated (for tax purposes)
to such Member for periods prior to the purchase of such Interest. Cash
distributed to a Member in excess of the adjusted tax basis of such Member's
Interest is taxable as capital gain or ordinary income, depending on the
circumstances. A Member that has its entire Interest purchased by the Company
may generally recognize a loss, but only to the extent that the amount of
consideration received from the Company is less than the Member's then adjusted
tax basis in such Member's Interest.
10. MISCELLANEOUS.
The Offer is not being made to, nor will tenders be accepted from,
Members in any jurisdiction in which the Offer or its acceptance would not
comply with the securities or Blue Sky laws of such jurisdiction. The Company is
not aware of any jurisdiction in which the Offer or tenders pursuant thereto
would not be in compliance with the laws of such jurisdiction. However, the
Company reserves the right to exclude Members from the Offer in any jurisdiction
in which it is asserted that the Offer cannot lawfully be made. The Company
believes such exclusion is permissible under applicable laws and regulations,
provided the Company makes a good faith effort to comply with any state law
deemed applicable to the Offer.
Old Mutual Absolute Return Master Fund, L.L.C.
The Company has filed an Issuer Tender Offer Statement on Schedule TO
with the Securities and Exchange Commission (the "SEC"), which includes certain
information relating to the Offer summarized herein. A free copy of such
statement may be obtained from the Company by contacting the Transfer Agent at
the address and telephone number set forth on page 2 or from the SEC's internet
web site, http://www.sec.gov. For a fee, a copy may be obtained from the public
reference office of the SEC at Judiciary Plaza, 100 F Street, N.E., Washington,
D.C. 20549.
ANNEX A
Financial Statements
Unaudited financial statements for the semi-annual period
ended September 30, 2007, previously filed on EDGAR on Form
N-CSR on December 7, 2007.
Audited financial statements for the fiscal year ended March
31, 2008, previously filed on EDGAR on Form N-CSR on June 9,
2008.
Unaudited financial statements for the semi-annual period
ended September 30, 2008, previously filed on EDGAR on Form
N-CSR on December 10, 2008.
EXHIBIT C
LETTER OF TRANSMITTAL
Regarding
Interests
in
OLD MUTUAL ABSOLUTE RETURN MASTER FUND, L.L.C.
Tendered Pursuant to the Offer to Purchase
Dated December 24, 2008
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS LETTER
OF TRANSMITTAL MUST BE RECEIVED BY THE COMPANY BY, 12:00
MIDNIGHT, EASTERN TIME, ON JANUARY 23, 2009 UNLESS THE OFFER
IS EXTENDED.
- --------------------------------------------------------------------------------
Complete This Letter Of Transmittal And Return Or Deliver To:
UMB Fund Services, Inc.
803 W. Michigan St.
Milwaukee, WI 53233
Attention: Old Mutual Funds
Phone: (888) 896-8919
Fax: (816) 860-3140
Old Mutual Absolute Return Master Fund, L.L.C.
Ladies and Gentlemen:
The undersigned hereby tenders to Old Mutual Absolute Return Master
Fund, L.L.C. (the "Company"), a closed-end, non-diversified, management
investment company organized under the laws of the State of Delaware, the
limited liability company interest in the Company ("Interest" or "Interests" as
the context requires) or portion thereof held by the undersigned, described and
specified below, on the terms and conditions set forth in the offer to purchase,
dated December 24, 2008 ("Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together constitute the
"Offer"). THE TENDER AND THIS LETTER OF TRANSMITTAL ARE SUBJECT TO ALL THE TERMS
AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, INCLUDING, BUT NOT LIMITED
TO, THE ABSOLUTE RIGHT OF THE COMPANY TO REJECT ANY AND ALL TENDERS DETERMINED
BY IT, IN ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.
The undersigned hereby sells to the Company the Interest or portion
thereof tendered hereby pursuant to the Offer. The undersigned hereby warrants
that the undersigned has full authority to sell the Interest or portion thereof
tendered hereby and that the Company will acquire good title thereto, free and
clear of all liens, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale thereof, and not subject to any adverse claim,
when and to the extent the same are purchased by it. Upon request, the
undersigned will execute and deliver any additional documents necessary to
complete the sale in accordance with the terms of the Offer.
The undersigned recognizes that under certain circumstances set forth
in the Offer, the Company may not be required to purchase any of the Interests
in the Company or portions thereof tendered hereby.
A promissory note for the purchase price will be mailed to the
undersigned. The initial payment of the purchase price for the Interest or
portion thereof tendered by the undersigned will be made by wire transfer of the
funds to an account designated by the undersigned. The undersigned hereby
represents and warrants that the undersigned understands that any payment in the
form of marketable securities would be made by means of special arrangement with
the tendering member in the sole discretion of the Board of Managers of the
Company.
The promissory note will also reflect the contingent payment portion
of the purchase price (the "Contingent Payment"), if any, as described in
Section 6 of the Offer to Purchase. Any Contingent Payment of cash due pursuant
to the promissory note will also be made by wire transfer of the funds to the
undersigned's account. The undersigned recognizes that the amount of the
purchase price for Interests will be based on the unaudited net asset value of
the Company as of March 31, 2009 or, if the Offer is extended, approximately one
month after the expiration date of the Offer, as described in Section 7. The
Contingent Payment portion of the purchase price, if any, will be determined
upon completion of the audit of the Company's financial statements which is
anticipated to be completed not later than 60 days after March 31, 2009, the
Company's fiscal year end, and will be paid promptly thereafter.
C-2
Old Mutual Absolute Return Master Fund, L.L.C.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding on the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in Section 5 of the Offer to
Purchase, this tender is irrevocable.
C-3
Old Mutual Absolute Return Master Fund, L.L.C.
PLEASE FAX OR MAIL IN THE ENCLOSED POSTAGE PAID ENVELOPE TO:
UMB FUND SERVICES, INC.
803 W. MICHIGAN ST.
MILWAUKEE, WI 53233
ATTENTION: OLD MUTUAL FUNDS
PHONE: (888) 896-8919
FAX: (816) 860-3140
PART 1. NAME AND ADDRESS:
Name of Member:
--------------------------------------------
Social Security No.
or Taxpayer
Identification No.:
--------------------------------------------
Telephone Number: ( )
--------------------------------------------
PART 2. AMOUNT OF LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY BEING
TENDERED:
/ / Entire limited liability company interest.
/ / Portion of limited liability company interest expressed as a
specific dollar value. (A minimum interest with a value greater than
$50,000 (or $25,000, in the case of certain Members, as set forth in
the offering materials provided to Members) must be maintained (the
"Required Minimum Balance").)*
$
-------------------------------
/ / Portion of limited liability company interest in excess of the
Required Minimum Balance.
*The undersigned understands and agrees that if the undersigned
tenders an amount that would cause the undersigned's capital account
balance to fall below the Required Minimum Balance, the Company may
reduce the amount to be purchased from the undersigned so that the
Required Minimum Balance is maintained.
C-4
PART 3. PAYMENT.
CASH PAYMENT
Cash Payments shall be wire transferred to the following account:
---------------------------------
Name of Bank
---------------------------------
Address of Bank
---------------------------------
ABA Number
---------------------------------
Account Number
---------------------------------
Name Under Which Account Is Held
PROMISSORY NOTE
The promissory note reflecting both the initial and contingent payment portion
of the purchase price, if applicable, will be mailed directly to the undersigned
to the address of the undersigned as maintained in the books and records of the
Company.
C-5
Old Mutual Absolute Return Master Fund, L.L.C.
PART 4. SIGNATURE(S).
FOR INDIVIDUAL INVESTORS FOR OTHER INVESTORS:
AND JOINT TENANTS:
- ------------------------------------ -----------------------------
Signature Print Name of Investor
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED
ON INVESTOR CERTIFICATION)
- ------------------------------------ -----------------------------
Print Name of Investor Signature
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON INVESTOR
CERTIFICATION)
- ------------------------------------ -----------------------------
Joint Tenant Signature if necessary Print Name of Signatory and
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED Title
ON INVESTOR CERTIFICATION)
- ------------------------------------ -----------------------------
Print Name of Joint Tenant Co-signatory if necessary
(SIGNATURE OF OWNER(S) EXACTLY
AS APPEARED ON INVESTOR
CERTIFICATION)
------------------------------------
Print Name and Title of Co-signatory
Date:
---------------------------
C-6
EXHIBIT D
NOTICE OF WITHDRAWAL OF TENDER
Regarding Interests in
Old Mutual Absolute Return Master Fund, L.L.C.
Tendered Pursuant to the Offer to Purchase
Dated December 24, 2008
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY THE
COMPANY BY, 12:00 MIDNIGHT, EASTERN TIME, ON JANUARY 23,
2009 UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
Complete This Notice of Withdrawal And Return Or Deliver To:
UMB Fund Services, Inc.
803 W. Michigan St.
Milwaukee, WI 53233
Attention: Old Mutual Funds
Phone: (888) 896-8919
Fax: (816) 860-3140
Old Mutual Absolute Return Master Fund, L.L.C.
Ladies and Gentlemen:
The undersigned wishes to withdraw the tender of its limited liability company
interest in Old Mutual Absolute Return Master Fund, L.L.C. (the "Company"), or
the tender of a portion of such interest, for purchase by the Company that
previously was submitted by the undersigned in a Letter of Transmittal dated
_____________________. This tender was in the amount of:
/ / Entire limited liability company interest.
/ / Portion of limited liability company interest expressed as a specific
dollar value
$
-----------------
/ / Portion of limited liability company interest in excess of the Required
Minimum Balance.
The undersigned recognizes that upon the submission on a timely basis of
this Notice of Withdrawal of Tender, properly executed, the interest in the
Company (or portion of the interest) previously tendered will not be
purchased by the Company upon expiration of the tender offer described
above.
D-2
Old Mutual Absolute Return Master Fund, L.L.C.
SIGNATURE(S).
FOR INDIVIDUAL INVESTORS FOR OTHER INVESTORS:
AND JOINT TENANTS:
- ------------------------------------ ---------------------------------
Signature Print Name of Investor
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED
ON INVESTOR CERTIFICATION)
- ------------------------------------ ---------------------------------
Print Name of Investor Signature
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON INVESTOR
CERTIFICATION)
- ------------------------------------ ---------------------------------
Joint Tenant Signature if necessary Print Name of Signatory and Title
(SIGNATURE OF OWNER(S) EXACTLY AS APPEARED
ON INVESTOR CERTIFICATION)
- ------------------------------------ ---------------------------------
Print Name of Joint Tenant Co-signatory if necessary
(SIGNATURE OF OWNER(S) EXACTLY AS
APPEARED ON INVESTOR
CERTIFICATION)
---------------------------------
Print Name and Title of Co-
signatory
Date:
---------------------------
D-3
EXHIBIT E
Forms of Letters from the Company to Members in Connection with the
Company's Acceptance of Tenders of Interests.
THIS LETTER IS BEING SENT TO YOU IF YOU TENDERED YOUR ENTIRE
INTEREST IN THE COMPANY.
_______________________________, 2008
Dear Member:
Old Mutual Absolute Return Master Fund, L.L.C. (the "Company") has received
and accepted for purchase your tender of a limited liability company interest
("Interest") in the Company.
Because you have tendered and the Company has purchased your entire
investment, you have been paid a note (the "Note"). The Note entitles you to
receive 97% of the purchase price based on the estimated unaudited net asset
value of the Company as of March 31, 2009 or, if the tender offer period is
extended, approximately one month after the expiration of the tender offer, in
accordance with the terms of the tender offer. A cash payment in this amount
will be wire transferred to the account designated by you in your Letter of
Transmittal dated ____________, no later than April 30, 2009, unless the
valuation date of the Interests has changed, or the Company has requested a
withdrawal of its capital from the portfolio funds in which it has invested.
The terms of the Note provide that a contingent payment representing the
balance of the purchase price, if any, will be paid to you after the completion
of the Company's fiscal year-end audit for the year ending March 31, 2009 and is
subject to fiscal year-end audit adjustment. This amount will be paid within ten
days after the conclusion of the fiscal year-end audit, or on such earlier date
as the Company's Board of Managers may determine, according to the terms of the
tender offer. We expect the audit to be completed by the end of May 2009.
Should you have any questions, please feel free to contact the Company's
Transfer Agent, UMB Fund Services at (888) 896-8919.
Sincerely,
OLD MUTUAL ABSOLUTE RETURN MASTER FUND, L.L.C.
Enclosure
E-1
THIS LETTER IS BEING SENT TO YOU IF YOU TENDERED A PORTION OF YOUR
INTEREST IN THE COMPANY.
____________________, 2008
Dear Member:
Old Mutual Absolute Return Master Fund, L.L.C. (the "Company") has received
and accepted for purchase your tender of a portion of your limited liability
company interest ("Interest") in the Company.
Because you have tendered and the Company has purchased a portion of your
investment, you have been paid a note (the "Note"). The Note entitles you to
receive an initial payment of at least 97% of the purchase price based on the
unaudited net asset value of the Company as of March 31, 2009 or, if the tender
offer period is extended, approximately one month after the expiration of the
tender offer, in accordance with the terms of the tender offer. A cash payment
in this amount will be wire transferred to the account designated by you in your
Letter of Transmittal dated _____________ no later than April 30, 2009, unless
the valuation date of the Interests has changed, or the Company has requested a
withdrawal of its capital from the portfolio funds in which it has invested, and
provided that your account retains the required minimum balance, in accordance
with the terms of the tender offer.
The terms of the Note provide that a contingent payment representing the
balance of the purchase price, if any, will be paid to you after the completion
of the Company's fiscal year-end audit for the year ending March 31, 2009 and is
subject to fiscal year-end audit adjustment. This amount will be paid within ten
days after the conclusion of the fiscal year-end audit, or on such earlier date
as the Company's Board of Managers may determine, according to the terms of the
tender offer. We expect the audit to be completed by the end of May 2009.
You remain a member of the Company with respect to the portion of your
Interest in the Company that you did not tender.
Should you have any questions, please feel free to contact the Company's
Transfer Agent, UMB Fund Services at (888) 896-8919.
Sincerely,
OLD MUTUAL ABSOLUTE RETURN MASTER
FUND, L.L.C.
Enclosure
E-2