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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/14/15 Sierra Income Corp SC TO-I/A 1:23K Sierra Income Corp RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: SC TO-I/A Amendment to Tender-Offer Statement -- Issuer HTML 17K
Tender Offer
| SC TO-I/A |
As filed with the Securities and Exchange Commission on January 14, 2015
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Sierra Income Corporation
(Name of Subject Company (Issuer) AND Filing Person (Offeror))
Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Chief Executive Officer and Chairman
Sierra Income Corporation
375 Park Avenue, 33rd Floor
(212) 759-0777
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
| Steven B. Boehm, Esq. Harry S Pangas, Esq. Sutherland Asbill & Brennan LLP 700 Sixth Street, NW Tel: (202) 383-0100 Fax: (202) 637-3593 |
Rosemarie A. Thurston, Esq. Martin H. Dozier, Esq. Alston & Bird LLP 1201 West Peachtree Street Tel: (404) 881-7000 Fax: (404) 881-7777 |
Lauren B. Prevost, Esq. Heath D. Linsky, Esq. Morris, Manning & Martin, LLP 1600 Atlanta Financial Center 3343 Peachtree Road, NE Tel: (404) 233-7000 Fax: (404) 365-9532 |
CALCULATION OF FILING FEE
| TRANSACTION VALUATION(a) | AMOUNT OF FILING FEE(b) | |
|
$3,797,662.68 |
$441.30 | |
|
| ||
| (a) | The transaction valuation is estimated solely for purposes of calculating the filing fee. This amount is based upon the offer to purchase up to 411,894 shares of common stock of Sierra Income Corporation at a price equal to $9.22 per share. |
| (b) | 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 2015, equals $116.20 per million dollars of the value of the transaction. |
x 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 persons filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: |
$441.30 | |
| Form or Registration No.: |
Schedule TO-1 | |
| Filing Party: |
Sierra Income Corporation | |
| Date Filed: |
November 21, 2014 |
¨ 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
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (“SEC”) on November 21, 2014 by Sierra Income Corporation, 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, and was incorporated in Maryland (the “Company”), in connection with the offer by the Company to purchase up to 411,894 shares of its issued and outstanding common stock (the “Shares”). The repurchase of 411,894 Shares represents the number of shares of common stock that the Company can repurchase with the proceeds it received from the issuance of Shares under the Company’s distribution reinvestment plan during the three months ended September 30, 2014. Such offer was made based upon and subject to the terms and conditions set forth in the Offer to Purchase, dated November 21, 2014, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 12:00 Midnight, Eastern Time, on December 24, 2014, and a total of approximately 425,878 Shares were validly tendered and not withdrawn pursuant to the Offer. In accordance with the terms of the Offer, the Company purchased approximately 411,894 Shares on a pro-rata basis, based on the number of Shares duly tendered by or on behalf of each stockholder, at a price equal to $9.22 per Share (which represents the Company’s net asset value per share as of September 30, 2014) for an aggregate purchase price of approximately $3,797,663.
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: January 14, 2015 | SIERRA INCOME CORPORATION | |||||
| By: /s/ Seth Taube | ||||||
| Name: Seth Taube | ||||||
| Title: Chief Executive Officer and Chairman | ||||||
| This ‘SC TO-I/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 1/14/15 | |||
| Filed on: | 1/13/15 | |||
| 12/24/14 | ||||
| 11/21/14 | SC TO-I | |||
| 9/30/14 | 10-Q | |||
| List all Filings | ||||