0001213900-24-030100.txt : 20240404 0001213900-24-030100.hdr.sgml : 20240404 20240404100007 ACCESSION NUMBER: 0001213900-24-030100 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240404 DATE AS OF CHANGE: 20240404 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Keystone Private Income Fund CENTRAL INDEX KEY: 0001788420 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91800 FILM NUMBER: 24821893 BUSINESS ADDRESS: STREET 1: C/O UMB FUND SERVICES, INC. STREET 2: 235 WEST GALENA STREET CITY: MILWAUKEE STATE: WI ZIP: 53212 BUSINESS PHONE: 414-299-2000 MAIL ADDRESS: STREET 1: C/O UMB FUND SERVICES, INC. STREET 2: 235 WEST GALENA STREET CITY: MILWAUKEE STATE: WI ZIP: 53212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Keystone Private Income Fund CENTRAL INDEX KEY: 0001788420 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: C/O UMB FUND SERVICES, INC. STREET 2: 235 WEST GALENA STREET CITY: MILWAUKEE STATE: WI ZIP: 53212 BUSINESS PHONE: 414-299-2000 MAIL ADDRESS: STREET 1: C/O UMB FUND SERVICES, INC. STREET 2: 235 WEST GALENA STREET CITY: MILWAUKEE STATE: WI ZIP: 53212 SC TO-I/A 1 ea0203148-01_sctoia.htm SC TO-I/A

 

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

 

October 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 October 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 $48,257,745 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 October 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 November 29, 2023.

 

2. As of November 29, 2023, twenty-two (22) 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 December 31, 2023 in the amount of $7,808,776 for Class I Shares, $345,694 for Class Y Shares and $9,324,001 for Class Z Shares.

 

4. Four (4) Shareholders of Class I Shares, two (2) Shareholders of Class Y Shares and sixteen (16) 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 January 25, 2024.

 

Except as specifically provided herein, the information contained in the Statement, Offer to Purchase and the related Letter of Transmittal previously filed on October 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  

 

April 4, 2024

 

 

 

 

EXHIBIT INDEX

 

EXHIBIT

 

EX-FILING FEES Calculation of Filing Fee Tables

 

 

 

EX-FILING FEES 2 ea0203148-01_exfilingfees.htm EX-FILING FEES

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   -   $0.00014760    - 
Fees Previously Paid  $48,257,745(1)       $7,122.84 
Total Transaction Valuation  $48,257,745           
Total Fees Due for Filing            $7,122.84 
Total Fees Previously Paid            $7,122.84 
Total Fee Offsets               
Net Fee Due            $0.00 

 

(1)Calculated as the aggregate maximum value of Shares being purchased. The fee of $7,122.84 was paid in connection with the filing of the Schedule TO-I by Keystone Private Income Fund (File No. 005-91800) on October 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.