UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
CORPORATE CAPITAL TRUST, INC.
(Name of Subject Company (Issuer))
CORPORATE CAPITAL TRUST, INC.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
219880 101
(CUSIP Number of Class of Securities)
Todd C. Builione
Chief Executive Officer
Corporate Capital Trust, Inc.
555 California Street
50th Floor
San Francisco, California 94104
Tel: (415) 315-3620
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copies to:
Kenneth E. Young, Esq.
William J. Bielefeld, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Telephone: (215) 994-4000
CALCULATION OF FILING FEE
Transactiion Valuation(1) |
Amount of Filing Fee(2) | |
| $185,000,000 | $23,032.50 |
| (1) | Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to $185,000,000 in value of shares of common stock, par value $0.001 per share, of Corporate Capital Trust, Inc. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2018, equals $124.50 per million dollars of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously
Paid: $23,032.50 Form or Registration No.: 005-86903 Filing Party: Corporate Capital Trust, Inc. Date Filed: November 14, 2017 |
| ☐ | Check the box if 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 Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed by Corporate Capital Trust, Inc., an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Company”), with the Securities and Exchange Commission on November 14, 2017, which relates to the offer by the Company to purchase for cash up to $185,000,000 in value of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), at a price per Share equal to $20.01, which price was our net asset value per Share as of September 30, 2017 (as adjusted for the Company’s 1-for-2.25 reverse split of the Shares completed on October 31, 2017), net to the seller in cash, less any applicable withholding taxes and without interest.
The Company’s offer was made upon the terms and subject to the conditions described in the Offer to Purchase, dated November 14, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”), copies of which were previously filed with the Schedule TO.
This Amendment No. 3 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 3 by reference.
| ITEM 1. | SUMMARY TERM SHEET. |
| ITEM 4. | TERMS OF THE TRANSACTION. |
Items 1 and 4 of the Schedule TO, and the Offer to Purchase to the extent incorporated by reference therein, are hereby amended and supplemented as follows:
On December 11, 2017, the Company announced an extension of the expiration of the Offer to 5:00 p.m., New York City time, on December 15, 2017, unless the Offer is further extended or withdrawn. The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on December 12, 2017.
The Depositary has advised the Company that, as of 5:00 p.m., New York City time, on December 8, 2017, 20,262,424 Shares have been properly tendered pursuant to the Offer and not properly withdrawn.
On December 11, 2017, the Company also issued a press release in connection with the foregoing. A copy of the press release is filed as Exhibit (a)(5)(C) to this Amendment No. 3 and is hereby incorporated by reference into the Schedule TO and the Offer to Purchase.
| ITEM 6. | PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. |
Item 6 of the Schedule TO is hereby amended and supplemented by replacing the fourth paragraph under the heading “Section 2—Purpose of the Offer; Certain Effects of the Offer; Plans or Proposals—Plans or Proposals” of the Offer to Purchase with the information set forth in the Current Report on Form 8-K filed by the Company on December 11, 2017, which is hereby incorporated by reference into the Schedule TO and the Offer to Purchase.
| ITEM 12. | EXHIBITS. |
| (a)(5)(C) | Press release, dated December 11, 2017. |
| - 1 - |
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.
| Dated: December 11, 2017 | CORPORATE CAPITAL TRUST, INC. | ||
| By: | /s/ Philip Davidson | ||
| Name: | Philip Davidson | ||
| Title: | General Counsel | ||
| - 2 - |
EXHIBIT INDEX
| (a)(5)(C) | Press release, dated December 11, 2017. |
| - 3 - |