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
DESTINY ALTERNATIVE FUND (TEI) LLC
(Name of Subject Company (Issuer))
DESTINY ALTERNATIVE FUND (TEI) LLC
(Name of Filing Person(s) (Issuer))
LIMITED LIABILITY COMPANY UNITS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Terrance P. Gallagher
235 W. Galena Street
Milwaukee, WI 53212
(414) 299-2270
(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, Suite 2000
Philadelphia, PA 19103-6996
(215) 988-2700
November 22, 2022
(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.
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: x
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on November 22, 2022, by Destiny Alternative Fund (TEI) LLC (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase limited liability company units ("Units") in the Fund in an aggregate amount up to $778,000 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 November 22, 2022.
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 Units in the Fund ("Members") that desired to tender Units or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, on December 20, 2022
2 As of December 20, 2022, no Members validly tendered Units.
Except as specifically provided herein, the information contained in the Statement, Offer to Purchase and the related Letter of Transmittal previously filed on November 22, 2022 (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 the final amendment in answer to Items 1 through 9 and Item 11 of Schedule TO.
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.
| Destiny Alternative Fund (TEI) LLC | |||
| By: | /s/ Michael Peck | ||
| Name: Michael Peck | |||
| Title: President | |||
October 23, 2023
EX-FILING FEES
Calculation of Filing Fee Tables
FORM SC TO-I/A
(Form Type)
Destiny Alternative
Fund (TEI) LLC
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Transaction Valuation
| Transaction Valuation |
Fee rate | Amount of Filing Fee | |
| Fees to Be Paid | $0.0001102 | ||
| Fees Previously Paid | $778,000(1) | $-(2) | |
| Total Transaction Valuation | $778,000 | ||
| Total Fees Due for Filing | $- | ||
| Total Fees Previously Paid | - | ||
| Total Fee Offsets | - | ||
| Net Fee Due | $- |
(1) Estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to purchase up to 8,049 Units (approximately 5.00% of the net assets of the Fund as of September 30, 2022) based on the net asset value of the Fund as of close of business on September 30, 2022 of $15,551,636.
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 | SC TO-I | 005-93827 | 11/22/2022 | $85.74 | |||
| Fee Offset Sources | Destiny Alternative Fund LLC | SC TO-I | 005-93827 | 11/22/2022 | $154.28 |
(2) Issuer is a feeder fund in a master-feeder structure and invests substantially all of its assets in Destiny Alternative Fund LLC (the “Master Fund”). All Shares repurchased from investors of the Issuer by the Issuer, if any, will have corresponding repurchases of limited liability company interests of the Master Fund from the Issuer. The Master Fund pays tender offer registration fees for its corresponding tender offer, which is also subject to Rule 13e-4. Issuer avails itself of SEC staff no-action relief applicable to feeder funds for fees on shares they offer to repurchase from the public. See Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC, SEC No-Action Letter (pub. avail. April 19, 2017).
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