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 MULTI-STRATEGY TEI INSTITUTIONAL FUND, L.P.
(Name of Subject Company (Issuer))
HATTERAS MULTI-STRATEGY TEI INSTITUTIONAL 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
September 29, 2008
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation: $19,100,000 Amount of Filing Fee: $750.63 (b)
(approximately 5%
of 8/31 NAV) (a)
(a) Calculated as the aggregate maximum value of Interests being purchased.
(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
0-11(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 Multi-Strategy TEI Institutional Fund, L.P. (the "Fund") is
offering to purchase Interests (as defined below) in the Fund (the "Offer")
in an amount up to approximately 5.00% of the net assets of the Fund (or
$19,100,000 as of August 31, 2008) 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), less any Repurchase Fee (as defined below) due to the Fund in
connection with the repurchase. 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 October 27, 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 December 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
2
the final amount paid for tendered Interests. Since the Fund's fiscal year
end is March 31, 2009, the Fund expects that the audit will be completed by
the end of May 2009.
- - 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 to allow otherwise. If a Partner tenders
a portion of its Interest in an amount that would cause the Partner's
capital account balance to fall below the required minimum account balance
of $100,000, Hatteras Investment Management LLC (the "General Partner")
reserves the right to reduce the amount to be repurchased from the Partner
so that the required minimum capital account balance is maintained or to
repurchase the remainder of the Partner's Interest in the Fund. See Item
4(a)(1)(ii).
- - A Partner who tenders an Interest prior to holding such Interest for 12
consecutive months may be subject to a "Repurchase Fee" payable to the Fund
equal to 5.00% of the amount requested to be purchased, to be netted
against withdrawal proceeds.
- - 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 November 29, 2006 (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), less any Repurchase Fee due to the Fund in connection with the
repurchase, 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
3
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,
less any Repurchase Fee due to the Fund in connection with the repurchase.
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 Friday, October 27, 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 November 24, 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. 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 Multi-Strategy TEI Institutional Fund, L.P., c/o
UMB Fund Services, Inc. at P.O. Box 1623, Milwaukee, WI 53201-1623,
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 October 27, 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 OCTOBER 27, 2008). See Item
4(a)(1)(vii). The value of the Interests may change between August 31, 2008
(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 October 27, 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 Multi-Strategy TEI
Institutional 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.
4
(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 August 31, 2008, the net asset value of the Fund was
$380,472,816. Subject to the conditions set out in the Offer, the Fund will
purchase Interests in an amount up to approximately 5.00% 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 Multi-Strategy TEI Institutional Fund, L.P." The Fund's principal
executive office is located at 8540 Colonnade Center Drive, Suite 401, Raleigh,
North Carolina, 27615 and the telephone number is (919) 846-2324. The principal
executive office of the General Partner is located at 8540 Colonnade Center
Drive, Suite 401, Raleigh, North Carolina, 27615. The Fund seeks to achieve its
investment objective by investing substantially all of its assets in the
Hatteras Multi-Strategy Offshore Institutional Fund, LDC, a Cayman Islands
limited duration company with the same investment objective as the Fund (the
"Offshore Fund"). The Offshore Fund will in turn invest substantially all of its
assets in Hatteras Master Fund, L.P., a Delaware Limited Partnership (the
"Master Fund"). The Offshore Fund serves solely as an intermediate entity
through which the Fund will invest in the Master Fund. The Offshore Fund makes
no independent investment decisions and has no investment or other discretion
over any investable assets. The investment manager of the Master 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 Multi-Strategy TEI Institutional 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 approximately 5.00% of the net assets
of the Fund that are tendered by Partners by 12:00 midnight, Eastern Standard
Time, on October 27, 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 December 31, 2008, or, if
the Offer is extended, as of any later Repurchase Date, less any Repurchase Fee
due to the Fund in connection with the repurchase. See Item 4(a)(1)(v) below.
A Partner may tender its entire Interest or a portion of its Interest.
If a Partner tenders a portion of its Interest in an amount that would cause the
Partner's capital account balance to fall below the required minimum account
balance of $100,000, the General Partner reserves the right to reduce the amount
to be repurchased from the Partner so that the required minimum capital account
balance is maintained or to repurchase the remainder of the Partner's Interest
in the Fund. 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
5
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, less any Repurchase Fee due to the Fund in
connection with the repurchase. 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), less any Repurchase Fee due to the Fund in connection with the
repurchase, 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 October 27, 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 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 September 29, 2008, 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, October 27, 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 November 24, 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
6
Standard Time, on October 27, 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 approximately 5.00% 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.
(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 tender a portion of its Interest in the
Master Fund via the Offshore Fund. Such a tender by the Fund could result in the
Investment Manager being required to raise cash to accommodate the tender by
liquidating portfolio holdings in the Master Fund earlier than the Investment
Manager would otherwise have caused these holdings to be liquidated, potentially
resulting in losses or increased investment related expenses for the Master
Fund. In addition to its own operating expenses, the Fund also bears a pro rata
portion of the operating expenses of the Offshore Fund and the Master Fund.
(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.
7
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 December 6, 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 February 1, 2007 and has made four previous
offers to purchase Interests from Partners since inception.
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.
8
(c) 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.
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 approximately 5.00% 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 a portion of the
Fund's Interest in the Master Fund via the Offshore Fund 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 or (2) a portion of its Interest in the Master
Fund, via the Offshore Fund, 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 of
the Master Fund or the Board of Directors or any person controlling the Fund,
the General Partner or the Investment Manager of the Master Fund 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 or from a tender of a
portion of its Interest in the Master Fund via the Offshore Fund.
ITEM 8. INTEREST IN SECURITIES OF THE ISSUER.
(a) Not applicable.
(b) Other than the acceptance of subscriptions as of August 1, 2008
and September 1, 2008, there have been no transactions involving Interests that
were effected during the past 60 days by
9
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 February 1, 2007. 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: Audited Financial Statements for the Period
from February 1, 2007 (Commencement of Operations) to March 31, 2007, previously
filed with the SEC on Form N-CSR on June 8, 2007; Unaudited Financial Statements
for the Period Ended September 30, 2007, previously filed with the SEC on Form
N-CSR on December 7, 2007; and Audited Financial Statements for the Fiscal Year
Ended March 31, 2008, previously filed with the SEC on Form N-CSR on June 9,
2008, and amended and filed with the SEC on June 10, 2008.
(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:
10
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.
11
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 MULTI-STRATEGY TEI
INSTITUTIONAL 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
September 29, 2008
12
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.