0001140361-20-001251.txt : 20200122 0001140361-20-001251.hdr.sgml : 20200122 20200122154313 ACCESSION NUMBER: 0001140361-20-001251 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200122 DATE AS OF CHANGE: 20200122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FS Global Credit Opportunities Fund-D CENTRAL INDEX KEY: 0001568192 IRS NUMBER: 461883865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88027 FILM NUMBER: 20538825 BUSINESS ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 FORMER COMPANY: FORMER CONFORMED NAME: FS Global Credit Opportunities Fund-R DATE OF NAME CHANGE: 20130130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FS Global Credit Opportunities Fund-D CENTRAL INDEX KEY: 0001568192 IRS NUMBER: 461883865 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 FORMER COMPANY: FORMER CONFORMED NAME: FS Global Credit Opportunities Fund-R DATE OF NAME CHANGE: 20130130 SC TO-I/A 1 nt10006705x2_sctoia.htm SC TO-IA
As filed with the Securities and Exchange Commission on January 22, 2020
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)
 

FS GLOBAL CREDIT OPPORTUNITIES FUND—D
(Name of Subject Company (Issuer))

FS GLOBAL CREDIT OPPORTUNITIES FUND—D
(Names of filing Persons (Offeror and Issuer))

Common Shares of Beneficial Interest, Par Value $0.001 per share
(Title of Class of Securities)

30291A 102
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
 

Michael C. Forman
Chief Executive Officer
FS Global Credit Opportunities Fund—D
201 Rouse Boulevard
Philadelphia, PA 19112
(215) 495-1150
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
 

Copies to:
James A. Lebovitz, Esq.
David J. Harris, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Tel: (215) 994-4000
Fax: (215) 994-2222

CALCULATION OF FILING FEE

TRANSACTION VALUATION
AMOUNT OF FILING FEE
$9,952,614.81
$1,291.85

*
The amount of the filing fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $129.80 for each $1,000,000 of the transaction valuation.

☒
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: $1,291.85
Form or Registration No.: Schedule TO
Filing Party: FS Global Credit Opportunities Fund—D
Date Filed: November 26, 2019

☐
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.

☑
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:    ☒
FINAL AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on November 26, 2019 by FS Global Credit Opportunities Fund—D, a Delaware statutory trust (the “Company”), in connection with the offer by the Company to purchase up to the lesser of (i) 1,346,644 of the Company’s issued and outstanding common shares of beneficial interest, par value $0.001 per share (the “Shares”) (which number represents 5% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2018), and (ii) the greater of (x) the number of Shares that the Company can repurchase with the aggregate proceeds it has received from the sale of Shares under its distribution reinvestment plan during the twelve-month period ending on the expiration of the Offer (as defined below) (less the amount of any such proceeds used to repurchase Shares on each previous repurchase date for tender offers conducted during such period) and (y) the number of Shares that the Company can repurchase with the proceeds it receives from the sale of Shares under its distribution reinvestment plan during three-month period ending on the expiration of the Offer. The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated November 26, 2019, and the related Letter of Transmittal (together, the “Offer”). The Offer expired at 4:00 P.M., Eastern Time, on January 6, 2020, and a total of 5,099,046.221 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date, an amount that exceeded the maximum number of Shares the Company offered to purchase pursuant to the Offer. In accordance with the terms of the Offer, the Company purchased a total of 187,287.981 Shares validly tendered and not withdrawn on a pro rata basis at a price equal to $7.5257 per Share (an amount equal to the net asset value per Share as of December 31, 2019, the most recent date on which Shares were issued pursuant to the Company’s distribution reinvestment plan) for an aggregate purchase price of approximately $1,409,469.73. Approximately 3.7% of the number of Shares tendered by each shareholder who participated in the tender offer was repurchased by the Company.

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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: January 22, 2020

 
FS GLOBAL CREDIT OPPORTUNITIES FUND—D
     
 
By:
/s/    STEPHEN S. SYPHERD
 
Name: Stephen S. Sypherd
 
Title: General Counsel and Secretary

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