0001104659-14-029407.txt : 20140423 0001104659-14-029407.hdr.sgml : 20140423 20140423140924 ACCESSION NUMBER: 0001104659-14-029407 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140423 DATE AS OF CHANGE: 20140423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hatteras Master Fund, L.P. CENTRAL INDEX KEY: 0001307689 IRS NUMBER: 201820123 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80583 FILM NUMBER: 14778396 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hatteras Master Fund, L.P. CENTRAL INDEX KEY: 0001307689 IRS NUMBER: 201820123 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 SC TO-I/A 1 a14-10592_1sctoia.htm SC TO-I/A

 

 

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 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, 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

 

March 22, 2013

(Date Tender Offer First Published,

Sent or Given to Security Holders)

 

CALCULATION OF FILING FEE

 

Transaction Valuation: $59,022,663 (a)  Amount of Filing Fee: $8,050.52 (b)

 

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

 

(b) Calculated at $136.40 per $1,000,000 on the first $59,000,000 of the Transaction Valuation and $128.80 on the next $22,663 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:  $8,047.60

 

Form or Registration No.:  SC TO-I

 

Filing Party:  Hatteras Master Fund, L.P.

 

Date Filed:  March 22, 2013

 

o                        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:

 

o                        third-party tender offer subject to Rule 14d-1.

 

x                      issuer tender offer subject to Rule 13e-4.

 

o                        going-private transaction subject to Rule 13e-3.

 

o                        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 March 22, 2013 by Hatteras Master 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 $59,022,663 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 March 22, 2013.

 


 

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 11:59 P.M., Eastern Time, on April 30, 2013.

 

2.   As of April 30, 2013, five (5) Partners validly tendered Interests and did not withdraw such tenders prior to the expiration of the Offer. The 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 June 30, 2013 in the amount of $59,022,663.

 

4.   The payment of the purchase price of the Interests or portions of Interests tendered was made to each Partner whose tender was accepted for purchase by the Fund in accordance with the terms of the Offer.  The Partners whose tenders were accepted for purchase by the Fund did not tender their entire Interests in the Fund, therefore, the Fund paid 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 respective Interests tendered were wired to the account designated by each Partner in the Letter of Transmittal on or about July 31, 2013.

 

 

 

 


 

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

 

 

 

April 23, 2014