UNITED
STATES
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
FS
MVP Private Markets Fund
(Name
of Subject Company (Issuer))
FS
MVP Private Markets Fund
(Name
of Filing Person(s) (Issuer))
Class
A, Class D and Class I Shares of Beneficial Interest
(Title
of Class of Securities)
30331V306,
30331V108 and 30331V207
(CUSIP
Number of class of securities)
Daniel
Dwyer
Portfolio
Advisors, LLC
9
Old Kings Highway South
Darien,
Connecticut 06820
(203)
662-3456
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
May
3, 2024
(Date
Tender Offer First Published, Sent or Given to Security Holders)
| [ ] |
Check the box if the
filing relates solely to preliminary communications made before 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-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: [ ]
| Item
1. |
SUMMARY TERM SHEET. |
| ● |
FS MVP Private Markets
Fund (formerly known as “MVP Private Markets Fund”) (the “Fund”) is offering to purchase Shares (as
defined below) in the Fund (the “Offer”) in an amount up to approximately 5.00% of the net assets of the Fund
(or approximately $33,521,237.45 or 2,890,316 Shares outstanding as of March 31, 2024) from shareholders of the Fund (the
“Shareholders”) at their net asset value (that is, the value of the Fund’s total assets minus its total
liabilities, including accrued fees and expenses, multiplied by the proportionate interest in the Fund a Shareholder desires
to tender, after giving effect to all allocations), calculated as of the Valuation Date (as defined below). As used in this
Schedule TO, the term “Share” or “Shares” refers to the shares of beneficial interest in the Fund
or fractions thereof that constitute the three classes offered by the Fund designated as Class A Shares (“Class A Shares”),
Class D Shares (“Class D Shares”) and Class I Shares (“Class I Shares”) that are tendered by Shareholders
pursuant to the Offer, and includes all or some of a Shareholder’s Shares as the context requires. As of the close of
business on March 31, 2024, there was approximately $6,277,192.08 (or 552,083 Shares), $395,435.87 (or 34,236 Shares) and
$663,752,121.09 (or 57,220,010 Shares) outstanding capital of the Fund held in Class A Shares, Class D Shares and Class I
Shares, respectively. The net asset value per Class A Share, Class D Share and Class I Share as of the close of business on
March 31, 2024 was $11.37, $11.55 and $11.60, respectively. Shareholders that desire to tender Shares for purchase
must do so by 4:00 p.m., Eastern Time on June 5, 2024 (the “Initial Notice Due Date”), subject to any extension
of the Offer made in the absolute discretion of the Fund’s Board of Trustees. The later of the Initial Notice Due Date
or the latest time and date that the Fund designates as the deadline and expiration date for Shareholders to tender Shares
for purchase is called the “Notice Due Date,” and is the date upon which the Offer expires. The net asset value
per Share will be calculated for this purpose as of June 30, 2024, or at a later date determined by the Fund if the Offer
is extended (in each case, the “Valuation Date”). |
| ● |
The
Fund reserves the right to adjust the Valuation Date to correspond with any extension of the Offer. The Fund will review the
net asset value calculation of the Shares during the Fund’s audit for the fiscal year ending on or after the Valuation
Date and, as set forth below, may reserve up to 10% of the net asset value to be remitted following the completion of the
audit, which the Fund expects will be completed within 60 days of the fiscal year-end, and that net asset value will be used
to determine the final amount paid for tendered Shares. Since the Fund’s next fiscal year end after the Valuation Date
is on March 31, 2025, the Fund expects that the audit will be completed by the end of May 2025. |
| ● |
A
Shareholder may tender all of its Shares or some of its Shares. A 2.00% early repurchase fee will be charged by the Fund with
respect to any repurchase of Shares from a Shareholder at any time prior to the day immediately preceding the one-year anniversary
of the Shareholder’s purchase of the Shares. Shares tendered for repurchase will be treated as having been repurchased
on a “first in-first out” basis. An early repurchase fee payable by a Shareholder may be waived by the Fund in
circumstances where the Board determines that doing so is in the best interests of the Fund. A Shareholder who tenders some
but not all of its Shares for repurchase will be required to maintain a minimum account balance of $100,000 worth of Class
I Shares, or $25,000 worth of Class A Shares or Class D Shares. Such minimum ownership requirement may be waived by the Board,
in its sole discretion. The Fund reserves the right to reduce the amount to be repurchased from a Shareholder so that the
required capital balance is maintained. See Item 4(a)(1)(ii). |
| ● |
Shares
will be repurchased on a “first in-first out” basis (i.e., the portion of the Shares repurchased will be deemed
to have been taken from the earliest capital contribution made by such Shareholder (adjusted for subsequent appreciation and
depreciation) until that capital contribution is decreased to zero, and then from each subsequent capital contribution made
by such Shareholder (as adjusted) until such capital contribution is decreased to zero. |
| ● |
The
initial payment (the “Initial Payment”) will be in an amount equal to at least 90% of the estimated aggregate
value of the repurchased Shares, determined as of the Valuation Date in the manner specified above. The Initial Payment will
be made within 65 days after the Initial Notice Due Date. |
| ● |
The
second and final payment (the “Final Payment”) is expected to be in an amount equal to the excess, if any, of
(i) the aggregate value of the repurchased Shares, determined as of the Valuation Date in the manner specified above based
upon the results of the annual audit of the financial statements of the Fund for the fiscal year in which the Valuation Date
of such repurchase occurred, over (ii) the Initial Payment. It is anticipated that the annual audit of the financial statements
of the Fund will be completed within 60 days after the end of each fiscal year of the Fund and that the Final Payment will
be paid in full no later than 5 business days following the completion of such audit. |
| ● |
If
a Shareholder, after giving effect to the repurchase, would continue to hold at least 5% of the aggregate value of its Shares
as of the Valuation Date, the Final Payment in respect of such repurchase shall be made on or before the 60th day after the
Valuation Date. Such payment shall be in an amount equal to the excess, if any, of (i) the aggregate value of the repurchased
Shares, determined as of the Valuation Date in the manner specified above, based upon information known to the Fund as of
the date of the Final Payment, over (ii) the Initial Payment. If, based upon the results of the annual audit of the financial
statements of the Fund for the fiscal year in which the Valuation Date of such repurchase occurred, it is determined that
the value at which the Shares were repurchased was incorrect, the Fund shall decrease such Shareholder’s account balance
by the amount of any overpayment and redeem for no additional consideration a number of Shares having a value equal to such
amount, or increase such Shareholder’s account balance by the amount of any underpayment and issue for no additional
consideration a number of Shares having an aggregate value equal to such amount, as applicable, in each case as promptly as
practicable following the completion of such audits. See Item 4(a)(1)(ii). |
| ● |
The
Offer is being made to all Shareholders of the Fund and is not conditioned on any minimum number of Shares being tendered.
If the Fund accepts the tender of the Shareholder’s Shares, the Fund will make payment for Shares it purchases from
one or more of the following sources: cash on hand, proceeds from the sale of portfolio holdings, or borrowings. The purchase
amount will be paid entirely in cash. See Item 4(a)(1)(ii). |
| |
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| ● |
Shareholders
that desire to tender Shares for purchase must do so by 4:00 p.m., Eastern Time, on June 5, 2024 (or if the Offer is extended,
by any later Notice Due Date), at which time the Offer is scheduled to expire. Until the Notice Due Date, Shareholders have
the right to withdraw any tenders of their Shares. Shares withdrawn may be re-tendered, however, provided that such tenders
are made before the Notice Due Date by following the tender procedures described herein. If the Fund has not yet accepted
a Shareholder’s tender of Shares on or prior to July 1, 2024 (i.e., the date 40 business days from the commencement
of the Offer), a Shareholder will also have the right to withdraw its tender of its Shares after such date. See Item 4(a)(1)(vi). |
| ● |
If
a Shareholder would like the Fund to purchase all or some of its Shares, it should complete, sign and either (i) mail or otherwise
deliver a Letter of Transmittal to FS MVP Private Markets Fund, c/o SS&C GIDS, Inc., PO Box 219045, Kansas City, Missouri,
64121-9045; or (ii) fax it to (833) 949-2830; or (iii) secured email to mvpprivate.ai@sscinc.com, so that it is received before
4:00 p.m., Eastern Time, on June 5, 2024. The value of the Shares may change between March 31, 2024 (the last time prior to
the date of this filing as of which net asset value was calculated) and the Valuation Date, the date as of which the value
of the Shares being purchased will be determined. See Item 2(b). Shareholders desiring to obtain the estimated net asset value
of their Shares, which the Fund will calculate from time to time based upon the information the Fund receives from the portfolio
managers of the investment funds in which it invests, may contact SS&C GIDS, Inc. (“GIDS”), at (844) 663-0164
or at the address listed on the first page of the Letter of Transmittal, Monday through Friday, except holidays, during normal
business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time). |
Please
note that just as each Shareholder has the right to withdraw its tender prior to the Notice Due Date, the Fund has the right to
cancel, amend or postpone the Offer at any time before the Notice Due Date. Also realize that although the Offer is scheduled
to expire on June 5, 2024, a Shareholder that tenders all of its Shares will remain a Shareholder of the Fund through June 30,
2024, or a later date determined by the Fund if the Offer is extended, notwithstanding the Fund’s acceptance of the Shareholder’s
Shares for purchase.
| Item
2. |
ISSUER INFORMATION. |
(a)
The name of the issuer is “FS MVP Private Markets Fund”. The Fund is registered under the Investment Company Act of
1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company, and is organized
as a Delaware statutory trust. The principal executive office of the Fund is located at c/o Portfolio Advisors, LLC, 9 Old Kings
Highway South, Darien, Connecticut 06820, and its telephone number is (203) 662-3456.
(b)
The title of the securities that are the subject of the Offer is “shares of beneficial interest,” or portions thereof,
in the Fund, and includes Class A Shares, Class D Shares and Class I Shares. As of the close of business on March 31, 2024, there
was approximately $6,277,192.08, $395,435.87 and $663,752,121.09 outstanding in capital of the Fund held in Class A Shares, Class
D Shares and Class I Shares, respectively. Subject to the conditions set out in the Offer, the Fund will purchase Shares in an
amount up to approximately 5.00% of the net assets of the Fund that are tendered by and not withdrawn by Shareholders as described
above in Item 1.
(c)
There is no established trading market for the Shares, and any transfer of Shares is strictly limited by the terms of the Fund’s
Agreement and Declaration of Trust dated April 21, 2021 (as it may be amended from
time to time, the “Agreement and Declaration of Trust”).
| Item
3. |
IDENTITY AND BACKGROUND
OF FILING PERSON. |
The
name of the filing person (i.e., the Fund and the subject company) is “FS MVP Private Markets Fund.” The Fund’s
principal executive office is located at c/o Portfolio Advisors, LLC, 9 Old Kings Highway South, Darien, Connecticut 06820 and
the telephone number is (203) 662-3456. The Fund’s investment objective is to generate long-term capital appreciation by
investing in a diversified portfolio of private market investments, with a focus on investments in mid-sized companies in the
United States. The adviser of the Fund is Portfolio Advisors, LLC (the “Adviser”). The principal executive office
of the Adviser is located at 9 Old Kings Highway South, Darien, Connecticut 06820. The independent trustees on the Fund’s
board of trustees (the “Board of Trustees”) are Kent Misener, Taylor Nadauld and Bruce Cundick. Their address is c/o
Portfolio Advisors, LLC at 9 Old Kings Highway South, Darien, Connecticut 06820.
| Item
4. |
TERMS OF THE TENDER
OFFER. |
(a)
(i) Subject to the conditions set out in the Offer, the Fund will purchase Shares in an amount up to approximately 5.00% of the
net assets of the Fund that are tendered by Shareholders by 4:00 p.m., Eastern Time, on June 5, 2024 (or if the Offer is extended,
by any later Notice Due Date) and not withdrawn as described in Item 4(a)(1)(vi).
(ii)
The value of the Shares tendered to the Fund for purchase will be the net asset value as of the close of business on March 31,
2024, or, if the Offer is extended, as of any later Valuation Date, after the reduction for all fees (including the early repurchase
fee), any required tax withholding and other liabilities of the Fund to the extent accrued or otherwise attributable to the Shares
being repurchased. See Item 4(a)(1)(v) below.
| ● |
A
Shareholder may tender all or some of its Shares. A Shareholder who tenders some but not all of its Shares for repurchase
will be required to maintain a minimum account balance of $100,000 worth of Class I Shares, or $25,000 worth of Class A Shares
or Class D Shares. Such minimum ownership requirement may be waived by the Board, in its sole discretion. The Fund reserves
the right to reduce the amount to be repurchased from a Shareholder so that the required capital balance is maintained. The
initial payment (the “Initial Payment”) will be in an amount equal to at least 90% of the estimated aggregate
value of the repurchased Shares, determined as of the Valuation Date in the manner specified above. The Initial Payment will
be made within 65 days after the Initial Notice Due Date. The second and final payment (the “Final Payment”) is
expected to be in an amount equal to the excess, if any, of (i) the aggregate value of the repurchased Shares, determined
as of the Valuation Date in the manner specified above based upon the results of the annual audit of the financial statements
of the Fund for the fiscal year in which the Valuation Date of such repurchase occurred, over (ii) the Initial Payment. It
is anticipated that the annual audit of the financial statements of the Fund will be completed within 60 days after the end
of each fiscal year of the Fund and that the Final Payment will be paid in full no later than 5 business days following the
completion of such audit. If a Shareholder, after giving effect to the repurchase, would continue to hold at least 5% of the
aggregate value of its Shares as of the Valuation Date, the Final Payment in respect of such repurchase shall be made on or
before the 60th day after the Valuation Date. Such payment shall be in an amount equal to the excess, if any, of (i) the aggregate
value of the repurchased Shares, determined as of the Valuation Date in the manner specified above, based upon information
known to the Fund as of the date of the Final Payment, over (ii) the Initial Payment. If, based upon the results of the annual
audit of the financial statements of the Fund for the fiscal year in which the Valuation Date of such repurchase occurred,
it is determined that the value at which the Shares were repurchased was incorrect, the Fund shall decrease such Shareholder’s
account balance by the amount of any overpayment and redeem for no additional consideration a number of Shares having a value
equal to such amount, or increase such Shareholder’s account balance by the amount of any underpayment and issue for
no additional consideration a number of Shares having an aggregate value equal to such amount, as applicable, in each case
as promptly as practicable following the completion of such audits. |
The
purchase amount will be paid entirely in cash.
(iii)
The Offer is scheduled to expire at 4:00 p.m., Eastern Time, on June 5, 2024. Shareholders that desire to tender Shares for purchase
must do so by that time, unless the Offer is extended in the absolute discretion of the Board of Trustees.
(iv)
Not applicable.
(v)
At the absolute discretion of the Board of Trustees, the Fund reserves the right, at any time and from time to time, to extend
the period of time during which the Offer is open by notifying Shareholders of such extension. If the Fund elects to extend the
tender period, the net asset value of the Shares tendered for purchase will be determined at the close of business on a day determined
by the Fund and notified to the Shareholders. During any such extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer. At the absolute discretion of the Board of Trustees, the Fund also reserves the right, at any time
and from time to time, up to and including the Notice Due Date, to: (a) cancel the Offer in the circumstances set out in Section
8 of the Offer to Purchase dated May 3, 2024, and, in the event of such cancellation, not to purchase or pay for any Shares tendered
pursuant to the Offer; (b) amend the Offer; and (c) postpone the acceptance of Shares. If the Fund determines to amend the Offer
or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the
Offer is open as provided above and will promptly notify the Shareholders.
(vi)
Until the Notice Due Date, Shareholders have the right to withdraw any tenders of their Shares. Shares withdrawn may be re-tendered,
however, provided that such tenders are made before 4:00 p.m., Eastern Time, June 5, 2024 (or, if the Offer is extended, by any
later Notice Due Date) by following the tender procedures described herein. Pursuant to Rule 13e-4(f)(2)(ii) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), if the Fund has not yet accepted a Shareholder’s tender
of Shares on or prior to July 1, 2024 (i.e., the date 40 business days from the commencement of the Offer), a Shareholder
will also have the right to withdraw its tender of its Shares after such date.
(vii)
Shareholders wishing to tender Shares pursuant to the Offer should send or deliver a completed and executed Letter of Transmittal
to GIDS to the attention of the Tender Offer Administrator, at the address set out on the first page of the Letter of Transmittal,
or fax a completed and executed Letter of Transmittal to GIDS, also to the attention of the Tender Offer Administrator, at the
fax number set out on the first page of the Letter of Transmittal. The completed and executed Letter of Transmittal must be received
by GIDS, either by mail or by fax, no later than 4:00 p.m., Eastern Time, on June 5, 2024 (or if the Offer is extended, by any
later Notice Due Date). The Fund recommends that all documents be submitted to GIDS by certified mail, return receipt requested,
or by facsimile transmission.
Any
Shareholder tendering Shares pursuant to the Offer may withdraw its tender as described above in Item 4(a)(1)(vi). To be effective,
any notice of withdrawal must be timely received by GIDS at the address or fax number set out on the first page of the Letter
of Transmittal. A tender of Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer.
Shares withdrawn may be re-tendered, however, provided that such tenders are made before the Notice Due Date by following the
tender procedures described above.
(viii)
For purposes of the Offer, the Fund will be deemed to have accepted (and thereby purchased) Shares that are tendered if and when
it gives written notice to the tendering Shareholder of its election to purchase such Shares.
(ix)
If Shares in excess of 5.00% of the net assets of the Fund are duly tendered to the Fund prior to the Notice Due Date and not
withdrawn prior to the Notice Due Date, the Fund will, in its sole discretion, either (a) accept the additional Shares permitted
to be accepted pursuant to Rule 13e-4(f)(1)(ii) under the Exchange Act; (b) extend the Offer, if necessary, and increase the amount
of Shares that the Fund is offering to repurchase to an amount it believes sufficient to accommodate the excess Shares tendered
as well as any Shares tendered during the extended Offer; or (c) accept Shares tendered before the Notice Due Date and not withdrawn
prior to the Notice Due Date for payment on a pro rata basis based on the aggregate net asset value of tendered Shares. The Offer
may be extended, amended or canceled in various other circumstances described in Item 4(a)(1)(v) above.
(x)
The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in the Fund of Shareholders
that do not tender Shares. Shareholders that retain their Shares may be subject to increased risks that may possibly result from
the reduction in the Fund’s aggregate assets resulting from payment for the Shares tendered. One such risk is that, due
to a reduction in the aggregate assets of the Fund, Shareholders that do not tender Shares may bear higher costs to the extent
that certain expenses borne by the Fund are relatively fixed and may not decrease if assets decline. These effects may be reduced
or eliminated to the extent that additional subscriptions for Shares are made by new and existing Shareholders from time to time.
Payment for Shares purchased pursuant to the Offer could result in the Adviser being required to raise cash to accommodate the
tender by liquidating portfolio holdings in the Fund earlier than the Adviser would otherwise have caused these holdings to be
liquidated, potentially resulting in losses or increased operating expenses for the Fund.
(xi)
Not applicable.
(xii)
The following discussion is a general summary of the federal income tax consequences of the purchase of Shares by the Fund for
cash pursuant to the Offer. Shareholders should consult their own tax advisers for a complete description of the tax consequences
to them of a purchase of their Shares by the Fund pursuant to the Offer.
A
Shareholder will generally recognize a taxable gain or loss on a sale of their Shares in an amount equal to the difference between
their tax basis in the Shares and the amount they receive for them. Generally, this gain or loss will be long-term or short-term
depending on whether the holding period exceeds twelve months. Additionally, any loss realized on a disposition of Shares of the
Fund may be disallowed under “wash sale” rules to the extent the Shares disposed of are replaced with other Shares
of the Fund within a period of 61 days beginning 30 days before and ending 30 days after the Shares are disposed of, such as pursuant
to a dividend reinvestment in Shares of the Fund. If disallowed, the loss will be reflected in an upward adjustment to the basis
of the Shares acquired.
Pursuant
to the regulations directed at tax shelter activity, taxpayers are required to disclose to the Internal Revenue Service certain
information on Form 8886 if they participate in a “reportable transaction.” A transaction may be a “reportable
transaction” based upon any of several indicia with respect to a Shareholder, including the recognition of a loss in excess
of certain thresholds (for individuals, $2 million in one year or $4 million in any combination of years). Shareholders should
consult their own tax advisers concerning any possible disclosure obligation with respect to their investment in Shares.
(2)
Not applicable.
(b)
Any Shares to be purchased from any officer, trustee or affiliate of the Fund will be on the same terms and conditions as any
other purchase of Shares.
| Item
5. |
PAST CONTRACTS, TRANSACTIONS,
NEGOTIATIONS AND AGREEMENTS. |
The
Fund’s registration statement on Form N-2, filed with the U.S. Securities and Exchange Commission on April 21, 2021 (as
it may be amended, modified or otherwise supplemented from time to time, the “Registration Statement”), which was
provided to each Shareholder in advance of subscribing for Shares, and the Agreement and Declaration of Trust provide that the
Board of Trustees has the discretion to determine whether the Fund will purchase Shares from Shareholders from time to time pursuant
to written tenders. The Registration Statement also states that the Adviser anticipates recommending to the Fund’s Board
of Trustees that the Fund offer to repurchase interests from its Shareholders quarterly each year. The Fund commenced operations
immediately following the close of business on December 31, 2021 and has previously offered to repurchase Shares from Shareholders
pursuant to written tenders on a quarterly basis beginning with the quarter ended March 31, 2023.
The
Fund is not aware of any contract, arrangement, understanding or relationship relating, directly or indirectly, to the Offer (whether
or not legally enforceable) between: (i) the Fund, the Adviser or members of the Board of Trustees or any person controlling the
Fund, the Adviser or the Board of Trustees; and (ii) any other person, with respect to the Shares.
| Item
6. |
PURPOSES OF THIS TENDER
OFFER AND PLANS OR PROPOSALS. |
(a)
The purpose of the Offer is to provide liquidity to Shareholders that hold Shares, as contemplated by and in accordance with the
procedures set out in the Registration Statement and the Agreement and Declaration of Trust.
(b)
Shares that are tendered to the Fund in connection with the Offer, if accepted for repurchase, will be repurchased, resulting
in an increase in the expense ratios of remaining Shares in the Fund (assuming no further issuances of Shares). The Fund currently
expects that it will accept subscriptions for Shares as of the first business day of each month, but is under no obligation to
do so, and may do so more frequently as determined by the Board of Trustees.
(c)
None of the Fund, the Adviser or the Board of Trustees or any person controlling the Fund, the Adviser or the Board of Trustees
has any plans or proposals that relate to or would result in: (1) an extraordinary transaction, such as a merger, reorganization
or liquidation, involving the Fund; (2) any purchase, sale or transfer of a material amount of assets of the Fund; (3) any material
change in the present distribution policy or indebtedness or capitalization of the Fund; (4) any change in the present Board of
Trustees or in the management of the Fund including, but not limited to, any plans or proposals to change the number or the term
of members of the Board of Trustees, or to fill any existing vacancy on the Board of Trustees or to change any material term of
the employment contract of any executive officer; (5) any other material change in the Fund’s corporate structure or business,
including any plans or proposals to make any changes in its investment policies, for which a vote would be required by Section
13 of the 1940 Act; (6) the acquisition by any person of additional Shares (other than the Fund’s intention to accept subscriptions
for Shares on the first day of each month and from time to time in the discretion of the Board of Trustees), or the disposition
of Shares (other than through periodic purchase offers, including the Offer); or (7) any changes in the Agreement and Declaration
of Trust or other governing instruments or other actions that could impede the acquisition of control of the Fund. Because Shares
are not traded in any market, Subsections (6), (7) and (8) of Regulation M-A ss. 229.1006(c) are not applicable to the Fund.
| Item
7. |
SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSIDERATION. |
(a)
The Fund expects that the amount offered for the purchase of Shares pursuant to the Offer, which will not exceed approximately
5.00% of the net assets of the Fund, will be paid from one or more of the following sources: cash on hand, proceeds from the sale
of portfolio holdings, or borrowings (as described in paragraph (d) below).
(b)
There are no material conditions to the financing of the transaction. There are currently no alternative financing plans or arrangements
for the transaction.
(c)
Not applicable.
(d)
None of the Fund, the Adviser or the Board of Trustees or any person controlling the Fund, the Adviser or the Board of Trustees
has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer. Depending on the dollar
amount of Shares tendered and prevailing general economic and market conditions, the Fund, in its sole discretion, may decide
to seek to borrow money to fund all or a portion of the purchase amount for Shares, subject to compliance with applicable law.
The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Fund by
existing or new Shareholders.
| Item
8. |
INTEREST IN SECURITIES
OF THE ISSUER. |
(a)
Based on March 31, 2024 values, the Adviser has $112,115.44 in the Fund (approximately 0.018% of all Shares). As of March 31,
2024, none of the Fund’s Trustees or officers, other than as noted below, held any Shares.
(b)
Based on March 31, 2024 values, Brooks Lindberg, the Fund’s interested Trustee, has $272,246.40 in the Fund (approximately
0.04% of all Shares) and Scott Higbee, the Fund’s President and Principal Executive Officer has $3,489,836.53 in the Fund
(approximately 0.52% of all Shares). As of March 31, 2024, no other officer of the Fund held any Shares. Kent Misener, Taylor
Nadauld and Bruce Cundick, independent Trustees of the Fund, do not have any beneficial ownership in the Fund. Other than transactions
conducted pursuant to the continuous offering of Shares, there have been no transactions involving Shares that were effected during
the past 60 days by the Fund, the Adviser, any member of the Board of Trustees or any person controlling the Fund, the Adviser
or the Board of Trustees.
| Item
9. |
PERSONS/ASSETS RETAINED,
EMPLOYED, COMPENSATED OR USED. |
No
persons have been directly or indirectly employed or retained or are to be compensated by the Fund to make solicitations or recommendations
in connection with the Offer.
| Item
10. |
FINANCIAL STATEMENTS. |
(a)
(1) The Fund commenced operations as a registered investment company under the 1940 Act immediately following the close of business
on December 31, 2021 and has a fiscal year end of March 31. Accordingly, reference is made to the following financial statements
of the Fund, which the Fund has prepared and furnished to Shareholders pursuant to Rule 30e-1 under the 1940 Act and filed with
the Securities and Exchange Commission (“SEC”) pursuant to Rule 30b2-1 under the 1940 Act, and which are incorporated
by reference in their entirety for the purpose of filing this Schedule TO: Audited Financial Statements for the Period Ended March
31, 2023, previously filed with the SEC on Form N-CSR on June 9, 2023.
(2)
The Fund is not required to and does not file quarterly unaudited financial statements under the Exchange Act. The Fund does not
have earnings per share information.
(3)
Not applicable.
(4)
Class A Shares NAV per Share $11.37 (3/31/2024)
Class
D Shares NAV per Share $11.55 (3/31/2024)
Class
I Shares NAV per Share $11.60 (3/31/2024)
(b)
The Fund’s assets will be reduced by the amount of the tendered Shares that are purchased by the Fund.
| Item
11. |
ADDITIONAL INFORMATION. |
(a)
(1) None.
(2)
None.
(3)
Not applicable.
(4)
Not applicable.
(5)
None.
(b)
None.
Reference
is hereby made to the following exhibits, which collectively constitute the Offer to Shareholders and are incorporated herein
by reference:
| |
A. |
Cover
Letter to Offer to Purchase and Letter of Transmittal. |
| |
C. |
Form
of Letter of Transmittal. |
| |
D. |
Form
of Notice of Withdrawal of Tender. |
| |
E. |
Forms
of Letters from the Fund to Shareholders in connection with the Fund’s acceptance of tenders of Shares. |
| |
F. |
Calculation
of Filing Fee Tables |
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.
| |
FS
MVP Private Markets Fund |
|
| |
|
|
|
| |
By: |
/s/
Scott Higbee |
|
| |
|
Name: Scott Higbee |
|
| |
|
Title: President (Principal
Executive Officer) |
|
May
3, 2024
EXHIBIT
INDEX
EXHIBITS
13
