UNITED STATES 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
HATTERAS MASTER FUND, L.P.
(Name of Subject Company (Issuer))
HATTERAS MASTER FUND, L.P.
(Name of Filing Person(s) (Issuer))
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
David B. Perkins
8540 Colonnade Center Drive
Suite 401
Raleigh, North Carolina 27615
919-846-2324
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Michael P. Malloy, Esq.
Drinker Biddle & Reath LLP
One Logan Square
Philadelphia, PA 19103-6996
215-988-2700
December 27, 2007
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation: $108,000,000 (a) Amount of Filing Fee: $3,315.60 (b)
(a) Calculated as the aggregate maximum value of Interests being purchased.
(b) Calculated at $30.70 per $1,000,000 of the Transaction Valuation.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: _________________________________________________
Form or Registration No.: _________________________________________________
Filing Party: _________________________________________________
Date Filed: _________________________________________________
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
ITEM 1. SUMMARY TERM SHEET.
- - Hatteras Master Fund, L.P. (the "Fund") is offering to purchase Interests
(as defined below) in the Fund (the "Offer") in an amount up to
$108,000,000 of the net assets of the Fund from partners of the Fund (the
"Partners") at their net asset value (that is, the value of the Fund's
total assets minus its total liabilities, including accrued fees and
expenses, multiplied by the proportionate interest in the Fund a Partner
desires to tender, after giving effect to all allocations, including any
incentive allocation) calculated as of the Repurchase Date (as defined
below). As used in this Schedule TO, the term "Interest" or "Interests"
refers to the limited partnership interests in the Fund or portions of
interests that constitute the class of security that is the subject of the
Offer, and includes all or any portion of a Partner's Interest as the
context requires. Partners that desire to tender an Interest for purchase
must do so by 12:00 midnight, Eastern Standard Time on January 28, 2008
(the "Initial Notice Due Date"), subject to any extension of the Offer made
in the absolute discretion of the Fund's Board of Directors. The later of
the Initial Notice Due Date or the latest time and date that the Fund
designates as the deadline and expiration date for Partners to tender an
Interest for purchase is called the "Notice Due Date," and is the date upon
which the Offer expires. The net asset value of Interests will be
calculated for this purpose as of March 31, 2008, or at a later date
determined by the Fund if the Offer is extended (in each case, the
"Repurchase Date").
- - The Fund reserves the right to adjust the Repurchase Date to correspond
with any extension of the Offer. The Fund will review the net asset value
calculation of the Interests during the Fund's audit for the fiscal year
ending on or after the Repurchase Date, which the Fund expects will be
completed within 60 days of the fiscal year-end, and that net asset value
will be used to determine the final amount paid for tendered Interests.
Since the Fund's fiscal year end is March 31, 2008, the Fund expects that
the audit will be completed by the end of May 2008.
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- - A Partner may tender its entire Interest or a portion of its Interest;
however, the minimum value of a repurchase is $50,000, subject to the
discretion of the General Partner (as defined below) to allow otherwise.
See Item 4(a)(1)(ii).
- - If a Partner tenders its Interest and the Fund purchases that Interest, the
Fund will issue the Partner a non-interest bearing, non-transferable
promissory note (the "Note") entitling the Partner to receive an amount
equal to the unaudited net asset value of the Interest tendered (valued in
accordance with the Fund's Amended and Restated Agreement of Limited
Partnership dated as of March 31, 2005 (as it may be amended, modified or
otherwise supplemented from time to time, the "Partnership Agreement"))
determined as of the Repurchase Date.
- - The Note will entitle the Partner to receive an initial payment in cash
(valued according to the Partnership Agreement) equal to at least 95% (100%
in the case of a Partner that tenders less than its entire Interest) of the
unaudited net asset value of the Interest tendered by the Partner that is
accepted for purchase by the Fund (the "Initial Payment"). The Fund may
take up to 90 days after the Repurchase Date to make the Initial Payment.
- - In the case of a Partner that tenders its entire Interest, the Note will
also entitle the Partner to receive a contingent payment (the "Post-Audit
Payment") equal to the excess, if any, of (1) the net asset value of the
Interest tendered and purchased as of the Repurchase Date (as it may be
adjusted based upon the next annual audit of the Fund's financial
statements), over (2) the Initial Payment. The Post-Audit Payment will be
payable promptly after the completion of the Fund's next annual audit.
Final adjustments of payments in connection with the repurchased Interests
generally will be made promptly after the completion of the annual audit of
the Fund. Proceeds of the Initial Payment and the Post-Audit Payment, if
applicable, will be wire-transferred directly to an account designated by
the Partner. The Note will be held by UMB Fund Services, Inc. (referred to
herein as "UMBFS" or the "Administrator") on the Partner's behalf. Upon a
written request by a Partner to UMBFS, UMBFS will mail the Note to the
Partner at the address of the Partner as maintained in the books and
records of the Fund. See Item 4(a)(1)(ii).
- - Partial Interests will be repurchased on a "first in-first out" basis
(i.e., the portion of the Interest repurchased will be deemed to have been
taken from the earliest capital contribution made by such Partner (adjusted
for subsequent appreciation and depreciation) until that capital
contribution is decreased to zero, and then from each subsequent capital
contribution made by such Partner (as adjusted) until such capital
contribution is decreased to zero).
- - The Offer is being made to all Partners of the Fund and is not conditioned
on any minimum amount of Interests being tendered. If the Fund accepts the
tender of the Partner's Interest, the Fund will make payment for Interests
it purchases from one or more of the following sources: cash on hand,
proceeds from the sale of securities held by the Fund, withdrawal proceeds
from investment funds in which the Fund invests, or borrowings. The
purchase amount will be paid entirely in cash. See Item 4(a)(1)(ii).
- - Partners that desire to tender an Interest for purchase must do so by 12:00
midnight, Eastern Standard Time, on Monday, January 28, 2008 (or if the
Offer is extended, by any later Notice Due Date), at which time the Offer
is scheduled to expire. Until the Notice Due Date, Partners have the right
to change their minds and withdraw any tenders of their Interests.
Interests withdrawn may be re-tendered, however, provided that such tenders
are made before the Notice Due Date by following the tender procedures
described herein. If the Fund has not yet accepted a Partner's tender of an
Interest on or prior to February 25, 2008 (i.e., the date 40 business days
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from the commencement of the Offer), a Partner will also have the right to
withdraw its tender of its Interest after such date. See Item 4(a)(1)(vi).
- - If a Partner would like the Fund to purchase its entire Interest or any
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 to Hatteras Master Fund, L.P., c/o UMB Fund Services, Inc. at
P.O. Box 2175, Milwaukee, Wisconsin 53201-2175, Attention: Tender Offer
Administrator; or (ii) fax it to UMBFS at (816) 860-3138, Attention: Tender
Offer Administrator, so that it is received before 12:00 midnight, Eastern
Standard Time, on January 28, 2008. IF THE PARTNER CHOOSES TO FAX THE
LETTER OF TRANSMITTAL, IT MUST MAIL THE ORIGINAL LETTER OF TRANSMITTAL TO
UMBFS PROMPTLY AFTER IT IS FAXED (ALTHOUGH THE ORIGINAL, IF FAXED, DOES NOT
HAVE TO BE RECEIVED BY MAIL BEFORE 12:00 MIDNIGHT, EASTERN STANDARD TIME,
ON JANUARY 28, 2008). See Item 4(a)(1)(vii). The value of the Interests may
change between November 30, 2007 (the last time prior to the date of this
filing as of which net asset value was calculated) and the Repurchase Date,
the date as of which the value of the Interests being purchased will be
determined. See Item 2(b). Partners desiring to obtain the estimated net
asset value of their Interests, which the Fund will calculate from time to
time based upon the information the Fund receives from the portfolio
managers of the investment funds in which it invests, may contact UMBFS at
(800) 504-9070 or at the address listed on the first page of the Letter of
Transmittal, Monday through Friday, except holidays, during normal business
hours of 9:00 a.m. to 5:00 p.m. (Eastern Standard Time).
Please note that just as each Partner has the right to withdraw its tender
prior to the Notice Due Date, the Fund has the right to cancel, amend or
postpone the Offer at any time before the Notice Due Date. Also realize that
although the Offer is scheduled to expire on January 28, 2008, a Partner that
tenders its entire Interest will remain a Partner of the Fund through the
Repurchase Date, when the net asset value of the Partner's Interest is
calculated, notwithstanding the Fund's acceptance of the Partner's Interest for
purchase.
ITEM 2. ISSUER INFORMATION.
(a) The name of the issuer is "Hatteras Master Fund, L.P." The Fund is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as a closed-end, non-diversified, management investment company, and is
organized as a Delaware limited partnership. The principal executive office of
the Fund is located at 8540 Colonnade Center Drive, Suite 401, Raleigh, North
Carolina, 27615 and its telephone number is (919) 846-2324.
(b) The title of the securities that are the subject of the Offer is
"limited partnership interests," or portions thereof, in the Fund. As of the
close of business on November 30, 2007, the net asset value of the Fund was
$899,506,081. Subject to the conditions set out in the Offer, the Fund will
purchase Interests in an amount up to $108,000,000 of the net assets of the Fund
that are tendered by and not withdrawn by Partners as described above in Item 1.
(c) There is no established trading market for the Interests, and any
transfer of an Interest is strictly limited by the terms of the Partnership
Agreement.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The name of the filing person (i.e., the Fund and the subject company) is
"Hatteras Master Fund, L.P." The Fund's principal executive office is located at
8540 Colonnade Center Drive,
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Suite 401, Raleigh, North Carolina, 27615 and the telephone number is (919)
846-2324. The General Partner of the Fund is Hatteras Investment Management LLC
(the "General Partner"). The principal executive office of the General Partner
is located at 8540 Colonnade Center Drive, Suite 401, Raleigh, North Carolina,
27615. The investment manager of the Fund is Hatteras Investment Partners, LLC
(the "Investment Manager"). The principal executive office of the Investment
Manager is located at 8540 Colonnade Center Drive, Suite 401, Raleigh, North
Carolina, 27615. The directors on the Fund's board of directors (the "Board of
Directors") are David B. Perkins, H. Alexander Holmes, Arthur E. Lottes, III,
Steve E. Moss and Gregory S. Sellers. Their address is c/o Hatteras Master Fund,
L.P. at 8540 Colonnade Center Drive, Suite 401, Raleigh, North Carolina 27615.
ITEM 4. TERMS OF THE TENDER OFFER.
(a) (1) (i) Subject to the conditions set out in the Offer, the Fund will
purchase Interests in an amount up to $108,000,000 of the net assets of the Fund
that are tendered by Partners by 12:00 midnight, Eastern Standard Time, on
January 28, 2008 (or if the Offer is extended, by any later Notice Due Date) and
not withdrawn as described in Item 4(a)(1)(vi).
(ii) The value of the Interests tendered to the Fund for purchase will be
the net asset value as of the close of business on March 31, 2008, or, if the
Offer is extended, as of any later Repurchase Date. See Item 4(a)(1)(v) below.
A Partner may tender its entire Interest or a portion of its Interest. Each
Partner that tenders an Interest that is accepted for purchase will be given a
Note, a non-interest bearing, non-transferable promissory note, promptly after
the Notice Due Date. The Note will entitle the Partner to be paid an amount
equal to the value, determined as of the Repurchase Date, of the Interest being
purchased (subject to adjustment upon completion of the next annual audit of the
Fund's financial statements). The Note will entitle the Partner to receive the
Initial Payment in an amount equal to at least 95% (100% in the case of a
Partner that tenders less than its entire Interest) of the unaudited net asset
value of the Interest tendered and accepted for purchase by the Fund, determined
as of the Repurchase Date. The Fund may take up to 90 days after the Repurchase
Date to make the Initial Payment. In the case of a Partner that tenders its
entire Interest, the Note will also entitle a Partner to receive the Post-Audit
Payment, a contingent payment equal to the excess, if any, of (1) the net asset
value of the Interest tendered and purchased as of the Repurchase Date (as it
may be adjusted based upon the next annual audit of the Fund's financial
statements), over (2) the Initial Payment. The Post-Audit Payment will be
payable promptly after the completion of the Fund's next annual audit. Final
adjustments of payments in connection with the repurchased Interests generally
will be made promptly after the completion of the annual audit of the Fund. It
is anticipated that the annual audit of the Fund's financial statements will be
completed no later than 60 days after the fiscal year-end of the Fund.
The purchase amount will be paid entirely in cash.
(iii) The Offer is scheduled to expire at 12:00 midnight, Eastern Standard
Time, on January 28, 2008. Partners that desire to tender an Interest for
purchase must do so by that time, unless the Offer is extended in the absolute
discretion of the Board of Directors.
(iv) Not applicable.
(v) At the absolute discretion of the Board of Directors, the Fund reserves
the right, at any time and from time to time, to extend the period of time
during which the Offer is open by notifying Partners of such extension. If the
Fund elects to extend the tender period, the net asset value of the Interests
tendered for purchase will be determined at the close of business on a day
determined by the
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Fund and notified to the Partners. During any such extension, all Interests
previously tendered and not withdrawn will remain subject to the Offer. At the
absolute discretion of the Board of Directors, the Fund also reserves the right,
at any time and from time to time, up to and including the Notice Due Date, to:
(a) cancel the Offer in the circumstances set out in Section 8 of the Offer to
Purchase dated December 27, 2007, 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 Fund 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 the Partners.
(vi) Until the Notice Due Date, Partners have the right to change their
minds and withdraw any tenders of their Interests. Interests withdrawn may be
re-tendered, however, provided that such tenders are made before 12:00 midnight,
Eastern Standard Time, January 28, 2008 (or, if the Offer is extended, by any
later Notice Due Date) by following the tender procedures described herein.
Pursuant to Rule 13e-4(f)(2)(ii) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), if the Fund has not yet accepted a Partner's
tender of an Interest on or prior to February 25, 2008 (i.e., the date 40
business days from the commencement of the Offer), a Partner will also have the
right to withdraw its tender of its Interest after such date.
(vii) Partners wishing to tender Interests pursuant to the Offer should
send or deliver a completed and executed Letter of Transmittal to UMBFS to the
attention of the Tender Offer Administrator, at the address set out on the first
page of the Letter of Transmittal, or fax a completed and executed Letter of
Transmittal to UMBFS, also to the attention of the Tender Offer Administrator,
at the fax number set out on the first page of the Letter of Transmittal. The
completed and executed Letter of Transmittal must be received by UMBFS, either
by mail or by fax, no later than 12:00 midnight, Eastern Standard Time, on
January 28, 2008 (or if the Offer is extended, by any later Notice Due Date).
The Fund recommends that all documents be submitted to UMBFS by certified mail,
return receipt requested, or by facsimile transmission. A Partner choosing to
fax a Letter of Transmittal to UMBFS must also send or deliver the original
completed and executed Letter of Transmittal to UMBFS promptly thereafter.
Any Partner tendering an Interest pursuant to the Offer may withdraw its
tender as described above in Item 4(a)(1)(vi). To be effective, any notice of
withdrawal must be timely received by UMBFS at the address or fax number set out
on the first page of the Letter of Transmittal. A tender of Interests properly
withdrawn shall not thereafter be deemed to be tendered for purposes of the
Offer. Interests withdrawn may be re-tendered, however, provided that such
tenders are made before the Notice Due Date by following the tender procedures
described above.
(viii) For purposes of the Offer, the Fund will be deemed to have accepted
(and thereby purchased) Interests that are tendered if and when it gives written
notice to the tendering Partner of its election to purchase such Interest.
(ix) If Interests in excess of $108,000,000 of the net assets of the Fund
are duly tendered to the Fund prior to the Notice Due Date and not withdrawn
prior to the Notice Due Date, the Fund will in its sole discretion either: (a)
accept the additional Interests permitted to be accepted pursuant to Rule
13e-4(f)(3) under the Exchange Act; (b) extend the Offer, if necessary, and
increase the amount of Interests that the Fund is offering to purchase to an
amount it believes sufficient to accommodate the excess Interests tendered as
well as any Interests tendered during the extended Offer; or (c) accept
Interests tendered before the Notice Due Date and not withdrawn prior to the
Notice Due 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 Item 4(a)(1)(v) above.
6
(x) The purchase of Interests pursuant to the Offer will have the effect of
increasing the proportionate interest in the Fund of Partners that do not tender
Interests. Partners that retain their Interests may be subject to increased
risks that may possibly result from the reduction in the Fund's aggregate assets
resulting from payment for the Interests tendered. These risks include the
potential for greater volatility due to decreased diversification. The Fund
believes; however, that this result is unlikely given the nature of the Fund's
investment program. A reduction in the aggregate assets of the Fund may result
in Partners that do not tender Interests bearing higher costs to the extent that
certain expenses borne by the Fund 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 Partners
from time to time. Payment for Interests purchased pursuant to the Offer may
also require the Fund to liquidate portfolio holdings earlier than the Fund's
Investment Manager would otherwise have caused these holdings to be liquidated,
potentially resulting in losses or increased investment related expenses.
(xi) Not applicable.
(xii) The following discussion is a general summary of the federal income
tax consequences of the purchase of Interests by the Fund for cash pursuant to
the Offer. Partners should consult their own tax advisors for a complete
description of the tax consequences to them of a purchase of their Interests by
the Fund pursuant to the Offer.
A Partner who sells all or part of the Partner's Interest to the Fund will
generally recognize income or gain only to the extent the amount of cash
received by the Partner exceeds the Partner's adjusted tax basis in the
Partner's entire Interest at that time. The Partner's adjusted tax basis in the
Partner's Interest will be reduced by the amount of any cash received by the
Partner from the Fund, and any excess of that cash over that basis will
generally constitute capital gain for the Partner. It is possible, however, that
Partners might recognize some ordinary income by reason of the sale, under
certain technical rules that apply to the extent a partner disposes of the
partner's share of "unrealized receivables" of a partnership (as defined in
Internal Revenue Code section 751). No loss will be recognized by a Partner on
such a sale to the Fund, except that a Partner who sells the Partner's entire
Interest to the Fund may recognize a capital loss at the time of the
determination of the Post-Audit Payment to the extent the aggregate cash
received, and to be received, by the Partner is less than the Partner's adjusted
tax basis in the Interest.
(2) Not applicable.
(b) Any Interests to be purchased from any officer, director or affiliate
of the Fund will be on the same terms and conditions as any other purchase of
Interests.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The Fund's registration statement on Form N-2, filed with the U.S.
Securities and Exchange Commission on September 20, 2006 (as it may be amended,
modified or otherwise supplemented from time to time, the "Registration
Statement"), and the Partnership Agreement, each of which was provided to each
Partner in advance of subscribing for Interests, provide that the Board of
Directors has the discretion to determine whether the Fund will purchase
Interests from Partners from time to time pursuant to written tenders, and that
one of the factors the Board of Directors will consider in making such
determination is the recommendations of the General Partner and the Investment
Manager. The Registration Statement also states that the General Partner and the
Investment Manager expect that they will recommend to the Board of Directors
that the Fund offer to repurchase Interests from Partners quarterly each year.
The Fund commenced operations on January 3, 2005 and has made ten previous
offers to purchase Interests from Partners since inception.
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The Fund is not aware of any contract, arrangement, understanding or
relationship relating, directly or indirectly, to the Offer (whether or not
legally enforceable) between: (i) the Fund, the General Partner, the Investment
Manager or members of the Board of Directors or any person controlling the Fund,
the General Partner or the Investment Manager; and (ii) any other person, with
respect to the Interests.
ITEM 6. PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS.
(a) The purpose of the Offer is to provide liquidity to Partners that hold
Interests, as contemplated by and in accordance with the procedures set out in
the Registration Statement and the Partnership Agreement.
(b) Interests that are tendered to the Fund in connection with the Offer
will be retired, although the Fund may issue Interests from time to time in
transactions not involving any public offering, conducted pursuant to Rule 506
of Regulation D under the Securities Act of 1933, as amended, in accordance with
the Partnership Agreement. The Fund currently expects that it will accept
subscriptions for Interests as of the first day of each month, but is under no
obligation to do so, and may do so more frequently as determined by the General
Partner.
(c) Except as described below under "Proposed Plan of Reorganization," none
of the Fund, the General Partner, the Investment Manager or the Board of
Directors or any person controlling the Fund, the General Partner or the
Investment Manager has any plans or proposals that relate to or would result in:
(1) an extraordinary transaction, such as a merger, reorganization or
liquidation, involving the Fund; (2) any purchase, sale or transfer of a
material amount of assets of the Fund; (3) any material change in the present
distribution policy or indebtedness or capitalization of the Fund; (4) any
change in the present Board of Directors or in the management of the Fund
including, but not limited to, any plans or proposals to change the number or
the term of members of the Board of Directors, or to fill any existing vacancy
on the Board of Directors or to change any material term of the employment
contract of any executive officer; (5) any other material change in the Fund's
corporate structure or business, including any plans or proposals to make any
changes in its investment policies, for which a vote would be required by
Section 13 of the 1940 Act; (6) the acquisition by any person of additional
Interests (other than the Fund's intention to accept subscriptions for Interests
on the first day of each month and from time to time in the discretion of the
General Partner), or the disposition of Interests (other than through periodic
purchase offers, including the Offer); or (7) any changes in the Partnership
Agreement or other governing instruments or other actions that could impede the
acquisition of control of the Fund. Because Interests are not traded in any
market, Subsections (6), (7) and (8) of Regulation M-A ss. 229.1006(c) are not
applicable to the Fund.
Proposed Plan of Reorganization. [UPDATE WITH LANGUAGE REGARDING THE 9/30/07
CONSUMMATION OF THE REORGANIZATION - WILL ALSO NEED TO BE DONE IN MS TEI FUND]On
September 21, 2007, members (each, a "Member") of The Topiary Fund for Benefit
Plan Investors (BPI) LLC (the "Topiary Fund") were asked to consider a proposal
to approve a reorganization (the "Reorganization"), including an Agreement and
Plan of Reorganization and an Agreement and Plan of Reorganization relating to
the Topiary Master Fund and the Hatteras Master Fund, L.P. (the "Hatteras Master
Fund"), pursuant to which the Topiary Fund would transfer substantially all of
its assets and liabilities to the Hatteras Multi-Strategy TEI Fund, L.P. (the
"Hatteras Fund") in exchange solely for limited partnership interests ("Limited
Partnership Interests") of the Hatteras Fund, which will be distributed by the
Topiary Fund to the holders of its Interests in complete liquidation thereof.
8
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The Fund expects that the amount offered for the purchase of Interests
pursuant to the Offer, which will not exceed $108,000,000 of the net assets of
the Fund (unless the Fund elects to purchase a greater amount as described in
Item 4(a)(1)(ix)), will be paid from one or more of the following sources: cash
on hand, proceeds from the sale of securities held by the Fund, withdrawal
proceeds from investment funds in which the Fund invests, or borrowings (as
described in paragraph (d) below). Upon its acceptance of tendered Interests for
repurchase, the Fund will maintain daily, as an entry on its books, a distinct
account consisting of (1) cash, (2) liquid securities, or (3) interests in
specific investment funds in which the Fund invests (or any combination of
them), in an amount equal to the aggregate estimated unpaid dollar amount of any
Note, as described above.
(b) There are no material conditions to the financing of the transaction.
There are currently no alternative financing plans or arrangements for the
transaction.
(c) Not applicable.
(d) None of the Fund, the General Partner, the Investment Manager or the
Board of Directors or any person controlling the Fund, the General Partner or
the Investment Manager has determined at this time to borrow funds to purchase
Interests tendered in connection with the Offer. Depending on the dollar amount
of Interests tendered and prevailing general economic and market conditions; the
Fund, in its sole discretion, may decide to seek to borrow money to fund all or
a portion of the purchase amount for Interests, subject to compliance with
applicable law. The Fund expects that the repayment of any amounts borrowed will
be financed from additional funds contributed to the Fund by existing or new
Partners, from withdrawals of its capital from the investment funds in which it
invests, or from proceeds of the sale of securities and portfolio assets held by
the Fund.
ITEM 8. INTEREST IN SECURITIES OF THE ISSUER.
(a) Not applicable.
(b) Other than the acceptance of subscriptions as of November 1, 2007 and
December 1, 2007, there have been no transactions involving Interests that were
effected during the past 60 days by the Fund, the General Partner, the
Investment Manager, any member of the Board of Directors or any person
controlling the Fund, the General Partner or the Investment Manager.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
No persons have been directly or indirectly employed or retained or are to
be compensated by the Fund to make solicitations or recommendations in
connection with the Offer.
ITEM 10. FINANCIAL STATEMENTS.
(a) (1) The Fund commenced operations on January 3, 2005. Reference is made
to the following financial statements of the Fund, which the Fund has prepared
and furnished to Partners pursuant to Rule 30d-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
Period Ended September 30, 2005, previously filed with the SEC on Form N-CSR on
December 8, 2005; Audited Financial Statements for the Fiscal Year Ended March
31, 2006, previously filed with the SEC on Form N-CSR on June 9, 2006 and
amended and filed with the SEC on October 23, 2006; Unaudited Financial
Statements
9
for the Period Ended September 30, 2006, previously filed with the SEC on Form
N-CSR on December 6, 2006; Audited Financial Statements for the Fiscal Year
Ended March 31, 2007, previously filed with the SEC on Form N-CSR on June 8,
2007; and Unaudited Financial Statements for the Period Ended September 30,
2007, previously filed with the SEC on Form N-CSR on December 7, 2007.
(2) The Fund is not required to and does not file quarterly unaudited
financial statements under the Exchange Act. The Fund does not have shares, and
consequently does not have earnings per share information.
(3) Not applicable.
(4) The Fund does not have shares, and consequently does not have book
value per share information.
(b) The Fund's assets will be reduced by the amount of the tendered
Interests that are purchased by the Fund. Thus, income relative to assets may be
affected by the Offer. The Fund 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 Partners and are incorporated herein by reference:
A. Cover Letter to Offer to Purchase and Letter of Transmittal.
B. Offer to Purchase.
C. Form of Letter of Transmittal.
D. Form of Notice of Withdrawal of Tender.
E. Forms of Letters from the Fund to Partners in connection with the
Fund's acceptance of tenders of Interests.
10
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set out in this statement is true, complete and correct.
HATTERAS MASTER FUND, L.P.
By: /s/ David B. Perkins
------------------------------------
Name: David B. Perkins
Title: President and Chairman of the
Board of Directors
HATTERAS INVESTMENT MANAGEMENT LLC,
as General Partner
By: /s/ David B. Perkins
------------------------------------
Name: David B. Perkins
Title: Managing Member
December 27, 2007
11
EXHIBIT INDEX
EXHIBITS
A Cover Letter to Offer to Purchase and Letter of Transmittal.
B Offer to Purchase.
C Form of Letter of Transmittal.
D Form of Notice of Withdrawal of Tender.
E Forms of Letters from the Fund to Partners in connection with the Fund's
acceptance of tenders of Interests.