As filed with the Securities and Exchange Commission on October 12, 2016
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 FUNDT
(Name of Subject Company (Issuer))
FS GLOBAL CREDIT OPPORTUNITIES FUNDT
(Names of filing Persons (Offeror and Issuer))
Common Shares of Beneficial Interest, Par Value $0.001 per share
(Title of Class of Securities)
30294H 104
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Michael C. Forman
President and Chief Executive Officer
FS Global Credit Opportunities FundT
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 | |
$3,365,639.84 |
$338.92* |
* | 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 $100.70 for each $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 persons filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $338.92
Form or Registration No.: Schedule TO
Filing Party: FS Global Credit Opportunities FundT
Date Filed: August 22, 2016
¨ | 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. |
þ | 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 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 August 22, 2016 by FS Global Credit Opportunities FundT, a Delaware statutory trust (the Company), in connection with the offer by the Company to purchase up to the number of the Companys issued and outstanding common shares of beneficial interest, par value $0.001 per share (the Shares) that the Company can repurchase with the proceeds it receives from the issuance of Shares under its distribution reinvestment plan prior to the repurchase date 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 the 2016 calendar year), plus the aggregate proceeds it receives from the sale of Shares at the two weekly closings that occur immediately prior to the date of repurchase. The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated August 22, 2016, and the related Letter of Transmittal (together, the Offer). The Offer expired at 5:00 P.M., Central Time, on September 28, 2016, and no Shares were tendered pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company had offered to purchase any Shares validly tendered and not withdrawn (subject to the limitations noted above) at a price equal to $7.7253 per Share (an amount equal to the net asset value per Share as of October 5, 2016).
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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: October 12, 2016
FS GLOBAL CREDIT OPPORTUNITIES FUNDT | ||
By: |
/s/ STEPHEN S. SYPHERD | |
Name: Stephen S. Sypherd | ||
Title: Vice President, Treasurer and Secretary |
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