0001398344-17-010738.txt : 20170823 0001398344-17-010738.hdr.sgml : 20170823 20170823160806 ACCESSION NUMBER: 0001398344-17-010738 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170823 DATE AS OF CHANGE: 20170823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FEG Absolute Access Fund I LLC CENTRAL INDEX KEY: 0001512152 IRS NUMBER: 383831966 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86384 FILM NUMBER: 171047224 BUSINESS ADDRESS: STREET 1: 201 EAST FIFTH STREET SUITE 1600 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 888-268-0333 MAIL ADDRESS: STREET 1: 201 EAST FIFTH STREET SUITE 1600 CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: FEG ABSOLUTE ACCESS TEI FUND LLC DATE OF NAME CHANGE: 20110204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEG Absolute Access Fund I LLC CENTRAL INDEX KEY: 0001512152 IRS NUMBER: 383831966 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 201 EAST FIFTH STREET SUITE 1600 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 888-268-0333 MAIL ADDRESS: STREET 1: 201 EAST FIFTH STREET SUITE 1600 CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: FEG ABSOLUTE ACCESS TEI FUND LLC DATE OF NAME CHANGE: 20110204 SC TO-I/A 1 fp0027531_sctoia.htm

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

FEG ABSOLUTE ACCESS FUND I LLC
(formerly FEG ABSOLUTE ACCESS TEI FUND LLC)
(Name of Subject Company (Issuer))

FEG ABSOLUTE ACCESS FUND I LLC
(Name of Filing Person(s) (Issuer))

LIMITED LIABILITY COMPANY UNITS
(Title of Class of Securities)

N/A
(CUSIP Number of Class of Securities)

Ryan Wheeler
FEG Absolute Access Fund I LLC
201 East Fifth Street, Suite 1600
Cincinnati, OH 45202
(888) 268-0333
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))

With a copy to:
Joshua B. Deringer, Esq.
Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
(215) 988-2700

February 24, 2017
(Date Tender Offer First Published,
Sent or Given to Security Holders)

CALCULATION OF FILING FEE

Transaction Valuation: $79,000,000(a) Amount of Filing Fee: $9,156.10 (b)
 
(a) Calculated as the aggregate maximum value of Units being purchased.

(b) Calculated at $115.90 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: $9,156.10
 
Form or Registration No.: SC TO-I
 
Filing Party: FEG Absolute Access Fund I LLC (formerly FEG Absolute Access TEI Fund LLC)
 
Date Filed: February 24, 2017
 
[  ]
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 February 24, 2017 by FEG Absolute Access Fund I LLC (formerly FEG Absolute Access TEI Fund LLC) (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase Class I Units and Class II Units (as defined below) in the Fund in an aggregate amount up to $79,000,000 on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. As used herein, the term “Class I Unit” or “Class I Units” refers to the units of limited liability company interest in the Fund or fractions thereof that constitute the initial class of the Fund, and includes all or any portion of a Member’s Class I Units as the context requires. As used herein, the term “Class II Unit” or “Class II Units” refers to the units of limited liability company interest in the Fund or fractions thereof designated as Class II Units, and includes all or any portions of a Member's Class II Units as the context requires. As of the date of this filing, the Investment Manager to the Fund is the only shareholder of Class II Units, and the investment is the original seed investment. Class II Units are expected to commence operations at an appropriate time in the future when additional subscriptions are available. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits B and C to the Statement on February 24, 2017.

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 Class I Units or Class II Units in the Fund ("Members") that desired to tender their Class I Units or Class II Units, or a portion thereof, for purchase were required to submit their tenders by 12:00 midnight, Eastern Time, on March 24, 2017.

2. As of March 24, 2017, twenty-nine (29) Members validly tendered their Class I Units and did not withdraw such tenders prior to the expiration of the Offer. No Class II Units were tendered. The 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 Class I Units tendered pursuant to the Offer was calculated as of June 30, 2017 in the amount of $37,023,865.

4. The payment of the purchase price of the Class I Units or portions of Class I Units tendered was made to each Member whose tender was accepted for purchase by the Fund in accordance with the terms of the Offer. Six (6) Members, whose tenders were accepted for purchase by the Fund, did not tender all of their Class I Units in the Fund; therefore, pursuant to the promissory notes issued to the Members, the Fund paid each tendering Member 100% of the unaudited net asset value of the portion of the Class I Units tendered by each tendering Member and purchased by the Fund as of June 30, 2017. Cash payment in the amount of the unaudited net asset value of the portion of the Class I Units tendered was wired to the account designated by each such tendering Member in its Letter of Transmittal on August 1, 2017. Twenty-three (23) Members, whose tenders were accepted for purchase by the Fund, tendered all of their Class I Units in the Fund; therefore, pursuant to the promissory notes issued to the Members, the Fund paid each tendering Member 90% of the Member’s unaudited net asset value of the Class I Units tendered (the "Initial Payment"). The Fund will pay each tendering Member a contingent payment (the "Post-Audit Payment") equal to the excess, if any, of (1) the net asset value of the Class I Units tendered and purchased as of June 30, 2017 (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 within 30 days after the completion of the Fund's next annual audit. The Fund expects that the audit will be completed by the end of May 2018. An Initial Payment in the amount of 90% of each tendering Member's unaudited net asset value of the Class I Units tendered was wired to the account designated by each such tendering Member in its Letter of Transmittal on July 31, 2017.

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.

 
FEG ABSOLUTE ACCESS FUND I LLC
       
 
By:
/s/ Ryan S. Wheeler
  
 
Name:
Ryan S. Wheeler
  
 
Title:
President
  

August 23, 2017