0001193125-23-246755.txt : 20230929 0001193125-23-246755.hdr.sgml : 20230929 20230929110630 ACCESSION NUMBER: 0001193125-23-246755 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230929 DATE AS OF CHANGE: 20230929 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIP Alternative Lending Fund A CENTRAL INDEX KEY: 0001709447 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90752 FILM NUMBER: 231292900 BUSINESS ADDRESS: STREET 1: 100 FRONT STREET, SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2881 BUSINESS PHONE: 610.260.7600 MAIL ADDRESS: STREET 1: 100 FRONT STREET, SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2881 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIP Alternative Lending Fund A CENTRAL INDEX KEY: 0001709447 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 100 FRONT STREET, SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2881 BUSINESS PHONE: 610.260.7600 MAIL ADDRESS: STREET 1: 100 FRONT STREET, SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428-2881 SC TO-I/A 1 d489850dsctoia.htm SC TO-I/A SC TO-I/A

As filed with the Securities and Exchange Commission on September 29, 2023

 

 

 

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)

 

 

AIP Alternative Lending Fund A

(Name of Subject Company (Issuer))

AIP Alternative Lending Fund A

(Names of Filing Persons (Offeror and Issuer))

 

 

SHARES OF BENEFICIAL INTEREST

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

Kara Fricke, Esq.

Morgan Stanley Investment Management Inc.

1633 Broadway

New York, New York 10019

(212) 537-1805

(Name, address, and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with a copy to:

Allison M. Fumai, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036-6797

(212) 698-3526

 

 

Calculation of Filing Fee

 

Transaction Valuation   Amount of Filing Fee
$106,666,448 (a)   $11,754.64 (b)
 

 

(a)

Calculated as the aggregate maximum value of Shares being purchased.

(b)

Calculated at $110.20 per $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 the previous filing by registration statement number, or provide the Form or Schedule and the date of its filing.

 

Amount Previously Paid:

   

$11,754.64

Form or Registration No.:

   

Schedule TO

Filing Party:

   

AIP Alternative Lending Fund A

Date Filed:

   

March 31, 2023

 

☐

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 transactions 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: ☒

 

 

 

Introductory Statement

This is the final amendment to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 31, 2023, (the “Statement Filing Date”) by AIP Alternative Lending Fund A (the “Fund”) relating to an offer to purchase shares of beneficial interest of the Fund (“Shares”) in an amount up to 5% of the net assets of the Fund from shareholders of the Fund (“Shareholders”) at their net asset value (i.e., the value of the Fund’s assets minus its liabilities, divided by the number of Shares outstanding) on the terms, and subject to the conditions, set out in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits B and C to the Statement on the Statement Filing Date.

This final amendment to the Statement is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4) of the Securities Exchange Act of 1934:

1. Shareholders which desired to tender Shares were required to submit their tenders by 12:00 midnight, Eastern time, on May 1, 2023 (the “Notice Date”). Shareholders were allowed to withdraw any tenders of their Shares until the Offer expired at 12:00 midnight, Eastern time, on June 20, 2023 (the “Expiration Date”).

2. Certain Shareholders validly tendered all or some of their respective Shares (as designated by such Shareholders) as $209,307,866 in the aggregate before the Notice Date and did not withdraw such tenders before the Expiration Date. Those tenders were accepted for repurchase by the Fund in accordance with the terms of the Offer.

3. The net asset value of the Shares tendered pursuant to the Offer was calculated as of June 30, 2023 (the “Valuation Date”).

4. The payment of the purchase price of the Shares tendered was made in the form of promissory notes respectively given on June 20, 2023 to the Shareholders whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. Pursuant to the promissory notes, the Fund paid on or about July 28, 2023, to the tendering Shareholders a total of $105,435,614, representing more than 50% of the unaudited net asset value of the total amount of the Shares tendered by Shareholders.

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.

 

AIP ALTERNATIVE LENDING FUND A
By:   /s/ Francis J. Smith
Name:   Francis J. Smith
Title:   Treasurer and Principal Financial Officer

Dated: September 29, 2023