0001535778-18-000015.txt : 20180323 0001535778-18-000015.hdr.sgml : 20180323 20180323104104 ACCESSION NUMBER: 0001535778-18-000015 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HMS INCOME FUND, INC. CENTRAL INDEX KEY: 0001535778 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87282 FILM NUMBER: 18708784 BUSINESS ADDRESS: STREET 1: 2800 POST OAK BOULEVARD, SUITE 5000 CITY: HOUSTON STATE: TX ZIP: 77056-6118 BUSINESS PHONE: 8882206121 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD, SUITE 5000 CITY: HOUSTON STATE: TX ZIP: 77056-6118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HMS INCOME FUND, INC. CENTRAL INDEX KEY: 0001535778 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 2800 POST OAK BOULEVARD, SUITE 5000 CITY: HOUSTON STATE: TX ZIP: 77056-6118 BUSINESS PHONE: 8882206121 MAIL ADDRESS: STREET 1: 2800 POST OAK BOULEVARD, SUITE 5000 CITY: HOUSTON STATE: TX ZIP: 77056-6118 SC TO-I/A 1 hmsq118scto-ia.htm SC TO-I/A Document


As filed with the Securities and Exchange Commission on March 23, 2018
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
 
HMS INCOME FUND, INC.
(Name of Subject Company (Issuer))
 
HMS INCOME FUND, INC.
(Names of filing Persons (Offeror and Issuer))
 
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
 
40427D102
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
  
Sherri W. Schugart
Chief Executive Officer
HMS Income Fund, Inc.
2800 Post Oak Boulevard, Suite 5000
Houston, Texas 77056-6118
Telephone: (888) 220-6121
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
  
Copies to:
Thomas J. Friedmann
William J. Tuttle
Dechert LLP
1900 K Street, NW
Washington, DC 20006
Tel: (202) 261-3300

Martin H. Dozier
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309
Tel: (404) 881-7000
 
CALCULATION OF FILING FEE
 
TRANSACTION VALUATION
 
AMOUNT OF FILING FEE
$15,738,059.67
 
$1,959.39
 






* The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $124.50 for each $1,000,000 of the value of the transaction.
 
ý 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 persons filing by registration statement number, or the Form or Schedule and the date of its filing.
 
Amount Previously Paid: $1,959.39
Form or Registration No.: Schedule TO
Filing Party: HMS Income Fund, Inc.
Date Filed: February 2, 2018
 
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.
ý 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: ý
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)






FINAL AMENDMENT TO TENDER OFFER STATEMENT
 
This Amendment No. 1 supplements and amends the Schedule TO filed with the Securities and Exchange Commission on February 2, 2018 by HMS Income Fund, Inc., an externally managed, non-diversified, closed-end management investment company incorporated in Maryland (the “Company”), in connection with the offer by the Company to purchase up to 1,942,970.33 shares of its issued and outstanding common stock, par value $0.001 per share (the “Shares”). The tender offer was made upon, and subject to, the terms and conditions set forth in the Offer to Purchase, dated February 2, 2018, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on March 16, 2018, and 1,147,067.146 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, on March 22, 2018 (the funding date), the Company purchased all 1,147,067.146 Shares validly tendered and not withdrawn at a price of $8.20 per Share, which was the net asset value per share as of March 20, 2018, for an aggregate purchase price of $9,405,950.59.


SIGNATURE
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated:     March 23, 2018
 
 
HMS Income Fund, Inc.
 
By: /s/ David M. Covington
Name: David M. Covington
Title: Chief Accounting Officer and Treasurer