-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SOnCrXp7lgAmWtb2yIA0Uc06tGuSPtsKTXH2zuhQ/m+YBeKiQ4q1s67Fr6B+pKGk nGPbDpISVM0UjCgWkL0JjA== 0001144204-11-006483.txt : 20110208 0001144204-11-006483.hdr.sgml : 20110208 20110208095045 ACCESSION NUMBER: 0001144204-11-006483 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110208 DATE AS OF CHANGE: 20110208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hatteras Multi-Strategy TEI Fund, L.P. CENTRAL INDEX KEY: 0001307688 IRS NUMBER: 201820062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81240 FILM NUMBER: 11580788 BUSINESS ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: (919) 846-2324 MAIL ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Fund II, L.P. DATE OF NAME CHANGE: 20050105 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Fund, L.P. DATE OF NAME CHANGE: 20041102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hatteras Multi-Strategy TEI Fund, L.P. CENTRAL INDEX KEY: 0001307688 IRS NUMBER: 201820062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: (919) 846-2324 MAIL ADDRESS: STREET 1: 8540 COLONNADE CENTER DRIVE, SUITE 401 CITY: RALEIGH STATE: NC ZIP: 27615 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Fund II, L.P. DATE OF NAME CHANGE: 20050105 FORMER COMPANY: FORMER CONFORMED NAME: Hatteras Multi-Strategy Fund, L.P. DATE OF NAME CHANGE: 20041102 SC TO-I/A 1 v210239_sctoia.htm Unassociated Document
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 UNITS
(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
(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
Suite 2000
Philadelphia, PA 19103-6996
215-988-2700

June 25, 2010
(Date Tender Offer First Published,
Sent or Given to Security Holders)

CALCULATION OF FILING FEE

Transaction Valuation: $ 16,000,000(a)    Amount of Filing Fee: $1,140.80(b)

(a) Calculated as the aggregate maximum value of Units being purchased.

(b) Calculated at $71.30 per $1,000,000 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:  $1,140.80
 
Form or Registration No.:  SC TO-I
 
Filing Party:  Hatteras Multi-Strategy TEI Fund, L.P.
        
Date Filed:  June 25, 2010

[   ]      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 25, 2010 by Hatteras Multi-Strategy TEI Fund, L.P. (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase Units (as defined below) in the Fund in an aggregate amount up to $16,000,000 on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. As used in this final amendment to Schedule TO, the term “Unit” or “Units” refers to the limited partnership units in the Fund or fractions thereof that constitute the class, including fractions of Units, of securities that is subject to the Offer, and includes all or some of a Partner’s Units as the context requires.  Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits B and C to the Statement on June 25, 2010.
 
 
 
 

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 Units in the Fund ("Partners") that desired to tender a Unit, or a portion thereof, for purchase were required to submit their tenders by 12:00 midnight, Eastern Time, on July 23, 2010.

2.   As of July 23, 2010, fifty (50) Partners validly tendered Units and did not withdraw such tenders prior to the expiration of the Offer. These validly tendered Units were accepted for purchase by the Fund in accordance with the terms of the Offer.

3.   The net asset value of the Units tendered pursuant to the Offer was calculated as of September 30, 2010 in the amount of $7,926,701.

4.   The payment of the purchase price of the Units or portions of Units tendered was made in the form of promissory notes issued to each of the Partners 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 Partners, in accordance with the terms of the Offer.  Ten (10) Partners, whose tenders were accepted for purchase by the Fund, did not tender their entire Units 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 Units tendered. Cash payments in the amount of the unaudited net asset value of the Units tendered were wired to the account(s) designated by such Partners in their Letters of Transmittal on November 2, 2010.  Forty (40) Partners, whose tenders were accepted for purchase by the Fund, tendered their entire Units 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 Units 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 Units tendered and purchased as of September 30, 2010 (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 2011.  Initial Payments in the amount of at least 95% of the Partners' unaudited net asset value of the Units tendered were wired to the account(s) designated by such Partners in their Letters of Transmittal on November 2, 2010.

 
 
 

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                              
   
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


February 8, 2011
 
 
 
 
 
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