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
FINAL AMENDMENT
HATTERAS MULTI-STRATEGY TEI FUND, L.P.
(Name of Subject Company (Issuer))
HATTERAS MULTI-STRATEGY TEI 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, NC 27615
(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
June 26, 2008
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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Transaction Valuation: $ 32,000,000 (a) Amount of Filing Fee: $1,257.60(b)
c --------------------------------------------------------------------------
(a) Calculated as the aggregate maximum value of Interests being purchased.
(b) Calculated at $39.30 per $1,000,000 on the first $20,000,000 of the
Transaction Valuation and $39.30 per $1,000,000 on the next $12,000,000 of the
Transaction Valuation.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $786.00
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Form or Registration No.: SC TO-I
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Filing Party: Hatteras Multi-Strategy TEI Fund, L.P.
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Date Filed: June 26, 2008
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO
(the "Statement") originally filed with the Securities and Exchange Commission
on June 26, 2008 by Hatteras Multi-Strategy TEI Fund, L.P. (the "Fund") in
connection with an offer (the "Offer") by the Fund to purchase limited
partnership interests ("Interests") in the Fund in an aggregate amount up to
$32,000,000 on the terms and subject to the conditions set out in the Offer to
Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase
and the Letter of Transmittal were previously filed as Exhibits B and C to the
Statement on June 26, 2008.
This is the final amendment to the Statement and is being filed to report the
results of the Offer. The following information is furnished pursuant to Rule
13e-4(c)(4):
1. Holders of Interests in the Fund ("Partners") that desired to tender an
Interest, or a portion thereof, for purchase were required to submit their
tenders by 12:00 midnight, Eastern Time, on July 25, 2008.
2. As of July 25, 2008, one hundred eighty five (185) Partners validly tendered
Interests and did not withdraw such tenders prior to the expiration of the
Offer. These validly tendered Interests were accepted for purchase by the Fund
in accordance with the terms of the Offer.
3. The net asset value of the Interests tendered pursuant to the Offer was
calculated as of September 30, 2008 in the amount of $31,109,832.
4. The payment of the purchase price of the Interests or portions of Interests
tendered was made in the form of promissory notes issued to each of the
Investors whose tenders were accepted for purchase by the Fund in accordance
with the terms of the Offer. The promissory notes were held by UMB Fund
Services, Inc., the Fund's administrator, on behalf of such Investors, in
accordance with the terms of the Offer.Six Partners, whose tenders were accepted
for purchase by the Fund, did not tender their entire Interest in the Fund,
therefore, pursuant to the promissory notes issued to the Partners, the Fund
will pay to the Partners 100% of the Partners' unaudited net asset value of the
Interests tendered. Cash payments in the amount of the unaudited net asset value
of the Interests tendered were wired to the account(s) designated by such
Partners in their Letters of Transmittal on or before October 27, 2008. One
hundred seventy nine (179) Partners, whose tenders were accepted for purchase by
the Fund, tendered their entire Interest in the Fund; therefore, pursuant to the
promissory notes issued to the Partners, the Fund will pay to the Partners at
least 95% of the Partners' unaudited net asset value of the Interests tendered
(the "Initial Payment"). The Fund will pay the Partners a contingent payment
(the "Post-Audit Payment") equal to the excess, if any, of (1) the net asset
value of the Interests tendered and purchased as of September 30, 2008 (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. The Fund expects
that the audit will be completed by the end of May 2009. Initial Payments in the
amount of at least 95% of the Partners' unaudited net asset value of the
Interest tendered were wired to the account(s) designated by such Partners in
their Letters of Transmittal on or before October 27, 2008.
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 FUND, L.P.
By: /s/ David B. Perkins
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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
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Name: David B. Perkins
Title: Managing Member
March 13, 2009