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

(Amendment No. 1)

California First Leasing Corporation

(Name of Subject Company (Issuer))

California First Leasing Corporation

(Name of Filing Person(s) (Issuer))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

130222102

(CUSIP Number of Class of Securities)

Patrick E. Paddon

Chief Executive Officer

California First Leasing Corporation

5000 Birch Street, Suite 500

Newport Beach, CA 92660

(949) 255-0500

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s))

	With copies to:
Joshua A. Dean, Esq.		S. Leslie Jewett
Jason R. Schendel, Esq.		Chief Financial Officer
Daniel Clausen, Esq.		California First Leasing Corporation
Sheppard, Mullin, Richter & Hampton LLP		5000 Birch Street, Suite 500
650 Town Center Drive, Tenth Floor		Newport Beach, CA 92660
Costa Mesa, CA 92626

November 15, 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.
☒	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:  ☒

 

SCHEDULE TO

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed on November 15, 2022 (“Schedule TO”) by California First Leasing Corporation, a California corporation (the “Company”), with respect to its offer to purchase up to 375,000 shares of its common stock, par value $0.01 per share (collectively, the “shares”), at a price of $16.00 per share, net to the seller in cash, less any applicable withholding taxes, and without interest.

Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. The information which was previously filed with the Schedule TO, including the exhibits thereto, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent provided herein. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase dated November 15, 2022, the Letter of Transmittal, and the other exhibits attached to this Amendment No. 1 and the Schedule TO.

ITEMS 1 THROUGH 9 AND ITEM 11.

Amendments to the Offer to Purchase, the Letter of Transmittal and Other Exhibits to the Schedule TO

1.	The Company has elected to purchase an additional 2% of its outstanding shares in connection with the tender offer without extending the expiration of the tender offer, as contemplated by and permitted by the Offer to Purchase.
2.	After giving effect to the additional 2% of the Company’s outstanding shares being purchased, the Company expects to purchase an aggregate of 580,683 shares of its common stock in connection with the tender offer for aggregate consideration of $9,290,928.
3.	The Company estimates that an aggregate of 639,375 shares of the Company’s common stock were validly tendered and not validly withdrawn prior to the expiration of the tender offer.  After giving effect to odd lots, which shall be purchased without proration as contemplated and permitted by the Offer to Purchaser, the proration factor is estimated to be 90.8%.  This means that if a hypothetical shareholder tendered shares of the Company’s common stock into the tender offer and such shareholder was not tendering an odd lot, the Company expects to (a) purchase approximately 90.8% of the shares of its common stock tendered by such hypothetical shareholder into the tender offer and (b) return the remaining unpurchased shares back to such hypothetical shareholder.

ITEM 11. ADDITIONAL INFORMATION

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:

On December 16, 2022, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City time, on December 15, 2022. A copy of such press release is filed herewith as Exhibit (a)(1)(F)(i) and is incorporated herein by reference.

ITEM 12. EXHIBITS

Reference is hereby made to the following exhibits which collectively constitute the Offer to Shareholders and are incorporated herein by reference:

(a)(1)(A)*	Offer to Purchase for Cash, dated November 15, 2022
(a)(1)(B)*	Letter of Transmittal
(a)(1)(C)*	Notice of Guaranteed Delivery
(a)(1)(D)*	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(E )*	Letter to Clients
(a)(1)(F )*	Press Release, dated November 15, 2022
(a)(1)(F )(i)**	Press Release, announcing the preliminary results of the tender offer
(b)	None
(d)	None
(g)	None
(h)	None
107**	Calculation of Filing Fee Table

* Previously filed on Schedule TO

** Filed herewith

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.

California First Leasing Corporation
By:	/s/ S. Leslie Jewett
Name: S. Leslie Jewett
Title: Chief Financial Officer
Date: December 16, 2022

EX-99.(A)(1)(F)(I)

	California First Leasing Corporation ‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗‗
		CONTACT:S. Leslie Jewett
		(949) 255-0500
		ljewett@calfirstlease.com

CALIFORNIA FIRST LEASING CORPORATION ANNOUNCES PRELIMINARY RESULTS OFTENDER OFFER

NEWPORT BEACH, CALIFORNIA, December 16, 2022 -- California First Leasing Corporation (the “Company” or “CalFirst Lease”, OTCQX: CFNB) today announced the preliminary results of its tender offer to purchase up to 375,000 shares of its common stock for cash at a price per share of $16.00, which expired at 5:00 p.m., New York City time on December 15, 2022.

Based on the preliminary count by Computershare Trust Company, N.A, the depositary for the tender offer, the tender offer was oversubscribed and a total of 639,375 shares of CalFirst Leasing’s common stock, $0.01 par value per share (“Common Stock”), were properly tendered and not properly withdrawn.

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, CalFirst Lease has elected to exercise its right to purchase up to an additional 2% of its outstanding shares of Common Stock and accordingly, has accepted for purchase 580,683 shares of Common Stock on a pro rata basis, except for tenders of odd lots, which were accepted in full. At a price of $16.00 per share, the aggregate cost is approximately $9,290,928, excluding fees and expenses relating to the tender offer. The 580,683 shares that the Company expects to accept for purchase represent approximately 5.6% of the Company’s Common Stock outstanding as of December 15, 2022. The Company has been informed by the depositary that the preliminary proration factor for the tender offer is approximately 90.8% percent.

The number of shares to be purchased are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary. The final number of shares of Common Stock to be purchased will be announced following the completion by the depositary of the confirmation process. Payment for Common Stock accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.

The Company may, in the future, decide to purchase additional shares of Common Stock in the open market, through private transactions, via tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the tender offer described herein. Whether the Company makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the Common Stock, and other factors the Company considers relevant.

The information in this release is for informational purposes only and does not constitute an offer to purchase nor a solicitation of an offer to sell shares of CalFirst Lease Common Stock. The tender offer was made only pursuant to the offer to purchase dated November 15, 2022 and the related documents that were filed with the Securities and Exchange Commission (the “SEC”). Stockholders who have questions or would like additional information about the tender offer may contact the information agent, Georgeson LLC, at (866) 828-4305. In addition, all of the materials and all other offer documents filed are available at no charge on the SEC’s website at www.sec.gov.

California First Leasing Corporation registered as an internally managed non-diversified closed-end investment company under the Investment Company Act of 1940, as amended, in February 2022. The Company continues its lease business while using equity investments to maximize current income and generate capital appreciation.

This release contains forward-looking statements, such as references to the completion of the tender offer, the number of shares of Common Stock expected to be purchased, the estimated proration factor and the payment for shares of Common Stock pursuant to the tender offer. These statements, including their underlying assumptions, are subject to risk and uncertainties and are not guarantees of future performance. Results may differ due to various factors, such as the possibility that conditions to completion of the tender offer are not satisfied or the proration factor was inadvertently miscalculated. For further details of these risks, you should read our filings with the SEC, including our Schedule TO and other documents which have been filed with the SEC.

The statements presented in this release speak only as of the date of the release. Except as otherwise required by applicable law, the Company does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof.

5000 Birch Street, Suite 500, Newport Beach, California 92660

Phone: 800-496-4640949-255-0500 www.calfirstlease.com

EX-FILING FEES

 

CALIFORNIA FIRST LEASING CORPORATION
Calculation of Filing Fee Table
Table 1: Transaction Valuation
		Transaction		Fee		Amount of
		Valuation (1)		Rate		Filing Fee (2)
Fees to Be Paid	$	9,290,928	$	0.0001102	$	1,023.86
Fees Previously Paid		—				661.20
Total Transaction Valuation	$	9,290,928
Total Fees Due for Filing					$	1,023.86
Total Fees Previously Paid						661.20
Total Fee Offsets						—
Net Fee Due					$	362.66

(1) Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to 580,683 shares of common stock at the tender offer price of $16.00 per share.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $110.20 per each million dollar of the transaction valuation.