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
FINAL AMENDMENT
KEYSTONE PRIVATE INCOME FUND
(Name of Subject Company (Issuer))
KEYSTONE PRIVATE INCOME FUND
(Name of Filing Person(s) (Issuer))
SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Ann Maurer
235 W. Galena Street
Milwaukee, WI 53212
(414) 299-2217
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Joshua B. Deringer, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
(215) 988-2700
January 31, 2023
(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. |
| ☒ | 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: ☒
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on January 31, 2023 by Keystone Private Income Fund (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase shares of beneficial interest ("Shares”) in the Fund in an aggregate amount up to $38,700,000 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 January 31, 2023.
This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):
1. Holders of Shares in the Fund ("Shareholders") that desired to tender Shares, or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, on March 1, 2023.
2. As of March 1, 2023, nineteen (19) Shareholders validly tendered Shares and did not withdraw such tender prior to the expiration of the Offer. The validly tendered Shares were accepted for purchase 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 March 31, 2023 in the amount of $148,522 for Class D Shares, $1,972,232 for Class Y Shares and $2,801,444 for Class Z Shares.
4. One (1) Shareholder of Class D Shares, Six (6) Shareholders of Class Y Shares and twelve (12) Shareholders of Class Z Shares, whose tenders were accepted for purchase by the Fund, tendered their entire Shares in the Fund. The Fund paid to each such Shareholder 100% of the Shareholder’s unaudited net asset value of the Shares tendered. The payment was wired to the account designated by each such Shareholder in its Tender/Repurchase Request Form on April 28, 2023.
Except as specifically provided herein, the information contained in the Statement, Offer to Purchase and the related Letter of Transmittal previously filed on January 31, 2023 (collectively, the “Tender Offer Materials”) remains unchanged and this final amendment does not modify any of the information previously reported in the Tender Offer Materials.
Item 1 through Item 9 and Item 11.
The information set forth in the Tender Offer Materials is incorporated herein by reference into this final amendment in answer to Item 1 through Item 9 and Item 11 of Schedule TO.
Item 10. Financial Statements
Not applicable.
Item 12(a). Exhibits
Not applicable.
Item 12(b). Filing Fee
Calculation of Filing Fee Tables are attached herewith.
Item 13. Information Required By Schedule 13E-3
Not applicable.
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.
KEYSTONE PRIVATE INCOME FUND
| By: | /s/ Brad Allen | ||
| Name: | Brad Allen | ||
| Title: | Treasurer | ||
July 24, 2023
EXHIBIT INDEX
EXHIBIT
EX-FILING FEES Calculation of Filing Fee Tables
EX-FILING FEES
Calculation of Filing Fee Tables
FORM
SC TO-I/A
(Form Type)
Keystone
Private Income Fund
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Transaction Value
| Transaction Valuation | Fee rate | Amount of Filing Fee | ||||||||||
| Fees to Be Paid | - | $ | 0.00011020 | - | ||||||||
| Fees Previously Paid | $ | 38,700,000 | (1) | $ | 4,264.74 | |||||||
| Total Transaction Valuation | $ | 38,700,000 | ||||||||||
| Total Fees Due for Filing | $ | 4,264.74 | ||||||||||
| Total Fees Previously Paid | $ | 4,264.74 | ||||||||||
| Total Fee Offsets | ||||||||||||
| Net Fee Due | $ | 0.00 | ||||||||||
| (1) | Calculated as the aggregate maximum value of Shares being purchased. The fee of $4,264.74 was paid in connection with the filing of the Schedule TO-I by Keystone Private Income Fund (File No. 005-91800) on January 31, 2023 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the offer. |
Table 2 - Fee Offset Claims and Sources(2)
| Registrant or Filer Name |
Form or Filing Type |
File Number | Initial Filing Date |
Filing Date | Fee Offset Claimed | Fee Paid with Fee Offset Source | |
| Fee Offset Claims | |||||||
| Fee Offset Sources |
| (2) | Not applicable. |