Eagle Point Institutional Income Fund SC TO-I/A, filed Jan 22, 2024
Eagle Point Institutional Income Fund (EIIA)
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
Eagle Point Institutional Income Fund
(Name of Subject Company (Issuer))
Eagle Point Institutional Income Fund
(Name of Filing Person(s) (Issuer))
SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
269819108
(CUSIP Number of Class of Securities)
Eagle Point Credit Management LLC
600 Steamboat Road, Suite 202
Greenwich, CT 06830
(203) 340-8500
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Filing Person(s))
COPIES TO:
| Thomas J. Friedmann, Esq. | Jonathan H. Gaines, Esq. |
| Dechert LLP | Dechert LLP |
| One International Place, 40th Floor | Three Bryant Park |
| 100 Oliver Street | 1095 Avenue of the Americas |
| Boston, MA 02110 | New York, NY 10036-6797 |
| (617) 728-7120 | (212) 641-5600 |
| ¨ | 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 30, 2023 by Eagle Point Institutional Income Fund (the “Fund”) in connection with an offer (the “Offer”) by the Fund to purchase shares of beneficial interest (“Shares”) in an amount up to 5% of the Fund’s net asset value, calculated as of the calendar quarter end immediately prior to the date of the Statement, 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 (b) and (c) to the Statement on November 30, 2023.
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 Shares in the Fund (“Shareholders”) that desired to tender Shares or a portion thereof, for purchase were required to submit their tenders by 5:00 p.m., Eastern Time, on December 29, 2023. |
| 2. | As of the expiration of the Offer, a total of 13,526.551 Shares were validly tendered and not withdrawn at a price of $10.23 per Share (the “Tendered Shares”). As of January 19, 2024, in accordance with the terms of the Offer, the Company accepted for payment all of the Tendered Shares, for an aggregate purchase price of $138,376.62. |
2
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.
| EAGLE POINT INSTITUTIONAL INCOME FUND | ||
| By: | /s/ Kenneth P. Onorio | |
| Name: | Kenneth P. Onorio | |
| Title: | Chief Financial Officer | |
| Date: | January 22, 2024 | |