0001104659-24-065016.txt : 20240524 0001104659-24-065016.hdr.sgml : 20240524 20240524110032 ACCESSION NUMBER: 0001104659-24-065016 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240524 DATE AS OF CHANGE: 20240524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Audax Credit BDC Inc. CENTRAL INDEX KEY: 0001633858 ORGANIZATION NAME: IRS NUMBER: 473039124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88968 FILM NUMBER: 24981997 BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: (617) 859-1513 MAIL ADDRESS: STREET 1: 101 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: Audax Credit BDC, Inc. DATE OF NAME CHANGE: 20150415 FORMER COMPANY: FORMER CONFORMED NAME: Audax Senior BDC Inc. DATE OF NAME CHANGE: 20150212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Audax Credit BDC Inc. CENTRAL INDEX KEY: 0001633858 ORGANIZATION NAME: IRS NUMBER: 473039124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: (617) 859-1513 MAIL ADDRESS: STREET 1: 101 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: Audax Credit BDC, Inc. DATE OF NAME CHANGE: 20150415 FORMER COMPANY: FORMER CONFORMED NAME: Audax Senior BDC Inc. DATE OF NAME CHANGE: 20150212 SC TO-I/A 1 tm2415407d1_sctoia.htm SC TO-I/A

  

As filed with the Securities and Exchange Commission on May 24, 2024

 

 

 

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)

 

AUDAX CREDIT BDC, INC.
(Name of Subject Company (Issuer) AND Filing Person (Offeror))

 

Common Stock, Par Value $0.001 per share
(Title of Class of Securities)

 

05070P 108
(CUSIP Number of Class of Securities)

 

Richard T. Joseph

Chief Financial Officer

Audax Credit BDC, Inc.

101 Huntington Avenue

Boston, Massachusetts 02199
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

 

Copy to:

 

Thomas Friedmann, Esq.

Dechert LLP
100 Oliver St.
Boston, Massachusetts 02110
Telephone: (617) 728-7120

 

CALCULATION OF FILING FEE

Transaction valuation*   Amount of filing fee
$30,000,000.00   $4,428.00

 

*Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of up to 3,350,000 shares of common stock of Audax Credit BDC, Inc. at an estimated maximum total cost to Audax Credit BDC, Inc. of $30,000,000.00.

 

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:

$4,428.00
Form or Registration No.: Schedule TO
Filing Parties: Audax Credit BDC, Inc.
Date Filed: April 15, 2024

 

¨ 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 transaction 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

 

 

 

 

 

FINAL AMENDMENT TO TENDER OFFER

 

This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed on April 15, 2024 with the Securities and Exchange Commission by Audax Credit BDC, Inc., an externally managed, non-diversified, closed-end management investment company that has made an election to be regulated as a business development company under the Investment Company Act of 1940, as amended, and is incorporated in Delaware (the “Company”) in connection with the Company’s offer to purchase up to approximately 3,350,000 shares of the Company’s common stock (the “Shares”) at an estimated maximum total cost to the Company of $30,000,000.00 (the “Offer”). The offer was made upon and subject to the terms and conditions set forth in the Company’s Offer to Purchase dated April 15, 2024 and a related Letter of Transmittal.

 

The Offer terminated on May 10, 2024 at 11:59 p.m., Eastern Time (the “Expiration Date”) in accordance with its terms. As of the Expiration Date, a total of 3,201,707.58 Shares were validly tendered pursuant to the Offer and not withdrawn. As of May 11, 2024, in accordance with the terms of the Offer, the Company accepted for payment 3,201,707.58 of the Shares validly tendered in the Offer and not withdrawn, for an aggregate purchase price of $30,000,000.00.

 

 

 

 

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: May 24, 2024

 

  AUDAX CREDIT BDC, INC.
     
  By:  /s/ Richard T. Joseph
  Name:  Richard T. Joseph
  Title: Chief Financial Officer