0000919574-18-006999.txt : 20181107 0000919574-18-006999.hdr.sgml : 20181107 20181107085024 ACCESSION NUMBER: 0000919574-18-006999 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181107 DATE AS OF CHANGE: 20181107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hunter Maritime Acquisition Corp. CENTRAL INDEX KEY: 0001679450 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89715 FILM NUMBER: 181164841 BUSINESS ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 BUSINESS PHONE: 011 32 3 247 59 35 MAIL ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hunter Maritime Acquisition Corp. CENTRAL INDEX KEY: 0001679450 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 BUSINESS PHONE: 011 32 3 247 59 35 MAIL ADDRESS: STREET 1: C/O MI MANAGEMENT COMPANY STREET 2: TRUST CO COMPLEX, STE 206, AJELTAKE ROAD CITY: MAJURO STATE: 1T ZIP: MH96960 SC TO-I/A 1 d8097310_toi-a.htm

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________

Amendment No. 3 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Hunter Maritime Acquisition Corp.
(Name of Subject Company (Issuer) and (Name of Filing Person (Issuer))

Class A Common Shares
(Title of Class of Securities)

Y37828111
 (CUSIP Number of Class of Securities)


c/o MI Management Company
Trust Company Complex, Suite 206
Ajeltake Road
P.O. Box 3055
Majuro, Marshall Islands
MH96960
011-323-247-59-11
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of filing persons)

With a copy to:
Gary J. Wolfe, Esq.
Robert E. Lustrin, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004

CALCULATION OF FILING FEE

Transaction Value:  $143,502,637.50*
Amount of Filing Fee:  $17,392.52**
* Estimated for purposes of calculating the amount of the filing fee only. The transaction value assumes the purchase of a total of 14,173,100 outstanding Class A common shares of Hunter Maritime Acquisition Corp., par value $0.0001 per share, at the tender offer price of $10.125 per share.
 
** Previously paid. The amount of the filing fee is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $121.20 for each $1,000,000 of the value of the transaction.
 

[  ]
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:
  
Filing Party:
Form or Registration No.:
  
Date Filed:

[  ]
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-4
[  ]
Amendment to Schedule 13D under Rule 13d-2
[X]
Check the following box if the filing is a final amendment reporting the results of the tender offer.

AMENDMENT NO. 3 TO SCHEDULE TO
INTRODUCTORY STATEMENT
Hunter Maritime Acquisition Corp., a  Marshall Islands corporation (the "Company"), hereby amends and supplements itsTender Offer Statement on Schedule TO originally filed by the Company with the Securities and Exchange Commission (the "SEC") on October 5, 2018 (together with any amendments thereto, the "Schedule TO"). The Schedule TO, as amended, relates to the Company's offer to purchase for cash up to 14,173,100 of its Class A shares, par value $0.0001 per share ("Class A common shares"), at a price of $10.125 per share, net to the seller in cash for an aggregate purchase price of up to $143,502,637.50. The Company's offer is being made upon the terms and subject to certain conditions set forth in the Offer to Purchase,  originally dated October 5, 2018 (the "Offer to Purchase"), as supplemented by the Supplement to Offer to Purchase dated October 23, 2018 (the "Supplement"), and the Amended and Restated Letter of Transmittal (the "Letter of Transmittal"), which, as further amended, restated or supplemented from time to time, together constitute the offer (the "Offer").
This is the final amendment to the Schedule TO and is being filed to report the results of the Offer. This Schedule TO, as supplemented and amended by this Amendment No. 3, is intended to satisfy the reporting requirements of Rule 13e-4(c) under the Securities Exchange Act of 1934, as amended. Only those items reported in this Amendment No. 3 are amended or supplemented. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the related Letter of Transmittal, each as amended and supplemented, remains unchanged. This Amendment No. 3 should be read in conjunction with the Schedule TO, the Offer to Purchase and the related Letter of Transmittal, each as amended and supplemented.
Capitalized terms used and not defined herein have the meanings assigned to such terms in the Offer to Purchase, as amended and supplemented.
Items 1 to 9 and 11.
The information set forth under these Items of the Schedule TO is hereby supplemented by adding the following:
The Offer expired at 5:00 p.m., New York City time, on Wednesday, November 6, 2018. Based upon information provided by Continental Stock Transfer & Trust Company, the depositary for the Offer, as of the Expiration Date, a total of 12,999,350 Class A common shares were validly tendered and not properly withdrawn. All such Class A common shares were accepted for purchase. Accordingly, the Company will purchase all such Class A common shares at the purchase price of $10.125 per Class A common share, for a total purchase price of $131,618,418.75, excluding fees and expenses related to the Offer. Such Class A common shares accepted for purchase represent approximately 86% of the Company's issued and outstanding Class A common shares as of November 6, 2018. Payment for Class A common shares accepted for purchase will be made promptly.
On November 7, 2018, the Company issued a press release announcing the final results of the Offer, as set forth above. A copy of the press release is filed as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits.
The list of exhibits is hereby amended by adding the following:
Exhibit No.
  
Description
     
(a)(5)(D)*
  
Press Release dated November 7, 2018.

*          Filed herewith.


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.

 
HUNTER MARITIME ACQUISITION CORPORATION
     
 
By:
/s/ Ludovic Saverys
   
Ludovic Saverys
   
Chief Executive Officer
     
 
Date:
November 7, 2018



INDEX TO EXHIBITS

Exhibit No.
  
Description
     
(a)(5)(D)*
  
Press Release dated November 7, 2018.

*          Filed herewith.










 EX-99.A.5.D 2 d8097292_exa5d.htm

Exhibit (a)(5)(D)


HUNTER MARITIME ACQUISITION CORP.
 Announces Results of Tender Offer

November 7, 2018 – Hunter Maritime Acquisition Corp. (NASDAQ: HUNT) ("Hunter" or the "Company") today announced the results of its tender offer to purchase up to 14,173,100 of its ordinary shares at the tender offer price of $10.125 per share. The tender offer expired at 5:00 p.m., New York City time, on November 6, 2018. Based upon information provided by Continental Stock Transfer & Trust Company, the depositary for the tender offer, a total of 12,999,350 Class A common shares were validly tendered and not properly withdrawn. All such Class A common shares were accepted for purchase, for a total purchase price of $131,618,418.75, excluding fees and expenses related to the tender offer. Such Class A common shares accepted for purchase represent approximately 86% of the Company's issued and outstanding Class A common shares as of November 6, 2018. Payment for the Class A common shares accepted for purchase will be made promptly.
Morrow Sodali LLC acted as the Information Agent for the tender offer. For questions and information, please call the Information Agent toll free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
About Hunter Maritime Acquisition Corp.
Hunter Maritime Acquisition Corp. is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, debt acquisition, stock purchase, reorganization or other similar business combination, assets or one or more operating businesses.
Forward-Looking Statements
In addition to historical information, this release may contain a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to outlooks or expectations for earnings, revenues, expenses or other future financial or business performance, strategies or expectations, or the impact of legal or regulatory matters on business, results of operations or financial condition. When used in this release, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "potential" and "should," as they relate to the Company are intended to identify these forward-looking statements. All statements by the Company regarding the possible or assumed future results of its business, financial condition, liquidity, results of operations, plans and objectives and similar matters are forward-looking statements. These forward-looking statements are based on information available to Hunter as of the date hereof and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Hunter's views as of any subsequent date. These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: Hunter's ability to consummate an initial business combination; the ability to meet the Nasdaq listing standards, including having the requisite number of shareholders; potential changes in the legislative and regulatory environments; and potential volatility in the market price of the ordinary shares. Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. Except as may be required pursuant to applicable securities laws, Hunter undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise.
Contact Information

Hunter Maritime Acquisition Corp.
Ludovic Saverys
Chief Financial Officer
Tel: +32 3 - 247 59 10
E-mail: ludovic.saverys@cmb.be

Investor Relations/Media
Morrow Sodali LLC
Tel: (800) 662-5200
E-mail: HUNT.info@morrowsodali.com