0001140361-24-010774.txt : 20240301 0001140361-24-010774.hdr.sgml : 20240301 20240301162943 ACCESSION NUMBER: 0001140361-24-010774 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240301 DATE AS OF CHANGE: 20240301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Lewis Capital Co CENTRAL INDEX KEY: 0001911321 ORGANIZATION NAME: 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: 005-94037 FILM NUMBER: 24710379 BUSINESS ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212.782.3482 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 FORMER COMPANY: FORMER CONFORMED NAME: Kennedy Lewis Capital Holdings LLC DATE OF NAME CHANGE: 20221129 FORMER COMPANY: FORMER CONFORMED NAME: Tate Capital Co DATE OF NAME CHANGE: 20220215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kennedy Lewis Capital Co CENTRAL INDEX KEY: 0001911321 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 212.782.3482 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: SUITE 4210 CITY: NEW YORK STATE: NY ZIP: 10281 FORMER COMPANY: FORMER CONFORMED NAME: Kennedy Lewis Capital Holdings LLC DATE OF NAME CHANGE: 20221129 FORMER COMPANY: FORMER CONFORMED NAME: Tate Capital Co DATE OF NAME CHANGE: 20220215 SC TO-I/A 1 ny20022815x3_sctoia.htm SC TO-I/A
 
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

FINAL AMENDMENT
 
 
Kennedy Lewis Capital Company
(Name of Subject Company (Issuer))
 

Kennedy Lewis Capital Company
(Name of Filing Person(s) (Issuer))
 
Common Shares of Beneficial Interest, Par Value $0.01 Per Share
(Title of Class of Securities)
 
N/A
(CUSIP Number of Class of Securities)
 

James Didden
Chairperson and President
Kennedy Lewis Capital Company
225 Liberty Street, Suite 4210
New York, NY 10281
(212) 782-3842
 
(Name, address and telephone no. of person authorized to receive notices and communications on behalf of filing person)

Copy to:
 
Richard Horowitz
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3500
 

☐
 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 November 30, 2023 by Kennedy Lewis Capital Company (the “Company”) in connection with an offer (the “Offer”) by the Company to purchase common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) in an amount up to 5.0% of the Company’s Common Shares outstanding as of September 30, 2023 (538,473 Common Shares), on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed as Exhibits (a)(1)(ii) and (a)(1)(iii) to the Statement on November 30, 2023. Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
 
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 the Company’s Common Shares (“Shareholders”) that desired to tender Common Shares or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, on December 29, 2023.
 
 
2.
No Common Shares were validly tendered prior to the expiration of the Offer. As a result, and in accordance with the terms of the Offer, no payments were made to Shareholders.
 
Item 12.
Exhibits

(b)
Filing Fee Exhibit

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.
 
 
KENNEDY LEWIS CAPITAL COMPANY
  
 
 
 
  
 
By:
 /s/ Anthony Pasqua
  
 
Name:
 Anthony Pasqua
  
 
 Title:
 Chief Financial Officer
  
 
 Date:
 March 1, 2024
  


EX-FILING FEES 2 ny20022815x3_ex107.htm FILING FEES TABLE
Exhibit 107

Calculation of Filing Fee Tables

Schedule TO
(Form Type)
 

Kennedy Lewis Capital Company
(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
$          11,054,850.70(1)
0.0001476
$          1,631.70(2)
Fees Previously Paid
$          11,011,772.85    
0.0001476
$          1,625.34(3)
Total Transaction Valuation
$          11,054,850.70(1)
    
Total Fees Due for Filing
    
$          1,631.70(2)
Total Fees Previously Paid
    
$          1,625.34(3)
Total Fee Offsets
    
—
Net Fee Due
    
$          6.36
 

(1)
Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to 538,473 common shares of beneficial interest, par value $0.01 per share (“Common Shares”), of Kennedy Lewis Capital Company (the “Company”), at a price equal to $20.53 per Common Share, which represents the Company’s net asset value as of December 31, 2023 (“Actual Transaction Value”).
(2)
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $147.60 per million dollars of the Actual Transaction Valuation.
(3)
An aggregate fee of $1,625.34 was paid with the filing of the Schedule TO-I by the Company (File No. 005- 94037) on November 30, 2023.
 
 
Table 2 – Fee Offset Claims and Sources
 
 
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
  
N/A
N/A
N/A
  
$0.00
  
Fee Offset Sources
N/A
N/A
N/A
  
N/A
  
$0.00