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
CROSS SHORE DISCOVERY FUND
(Name of Subject Company (Issuer))
CROSS SHORE DISCOVERY FUND
(Name of Filing Person(s) (Issuer))
Institutional Shares
(Title of Class of Securities)
22757Y104
(CUSIP Number of Class of Securities)
Emily Schmidt
Assistant Secretary
Cross Shore Discovery Fund
225 Pictoria Drive, Suite 450, Cincinnati, OH 45246
(513) 869-4303
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
Copy to:
Thomas G. Sheehan
Practus, LLP
11300 Tomahawk Creek Parkway
Suite 310
Leawood, KS 66211
(207) 553-3834
June 15, 2022
(Date Tender Offer First Published, Sent or Given to Security Holders)
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 U.S. Securities and Exchange Commission on June 15, 2022 by Cross Shore Discovery Fund (the “Fund”) in connection with an offer by the Fund to purchase Institutional Shares of the Fund (“Shares”) from shareholders of that class (“Shareholders”) in an aggregate amount of up to twenty percent (20%) of the Fund’s net asset value as of September 30, 2022 subject to the terms and conditions set out in the related Offer to Purchase and Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed with the Statement on June 15, 2022.
This is the final amendment to the Statement and it is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):
(1) | Shareholders who desired to tender their Shares, or a portion thereof, for purchase were required to submit their tenders prior to 11:59 P.M., Eastern Time, on July 15, 2022. |
(2) | 13,550.961 Shares were validly tendered and not withdrawn prior to the expiration of the Offer and all of those Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer. |
(3) | The Valuation Date of the Shares tendered pursuant to the Offer was September 30, 2022. |
(4) | Payment of the repurchase price was made in the form of promissory notes issued to the Shareholders whose tendered Shares were accepted for repurchase by the Fund. On October 31, 2022 the Fund paid such Shareholders $1,035,022.41 representing the amount payable under the promissory notes. |
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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.
CROSS SHORE DISCOVERY FUND | ||||||||
By: | /s/ Stephan Togher_________________________ | |||||||
Name: | Stephan Togher | |||||||
Title: | President, Principal Executive Officer | |||||||
November 4, 2022
Exhibit
Filing Fee Table
3 |
Calculation of Filing Fee Tables
SC TO-I
(Form Type)
Cross Shore Discovery Fund
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Transaction Valuation | Fee Rate | Amount of Filing Fee | |
Fees to Be Paid: | $0 | - | $0 |
Fees Previously Paid | $7,912,045.99 (1) | 0.0000927 | $733.45 (2) |
Total Transaction Valuation | $7,912,045.99 (1) | ||
Total Fees Due for Filing | $0 | ||
Total Fees Previously Paid | $733.45 (3) | ||
Total Fee Offsets | $0 | ||
Net Fee Due | $0 |
(1) | Estimated solely for purposes of calculating the filing fee for this transaction in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, based on the maximum percentage of Shares offered to be repurchased calculated at the most recent net asset value per Share as of the filing date (20% of net asset value offered to be repurchased valued at the most recent net asset value as of the filing date, or 4/29/22). |
(2) The amount of the filing fee calculated in accordance with the Exchange Act equals $92.70 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act.
(3) | The fee of $733.45 was paid by the Fund in connection with filing its Schedule TO-I on June 15, 2022. This is the final amendment to the Schedule TO and is being filed to report the results of the offer. |