Herzfeld Credit Income Fund, Inc SC TO-I/A, filed Mar 8, 2021
Herzfeld Credit Income Fund, Inc (HERZ)
As filed with the Securities and Exchange Commission on March 8, 2021
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
THE HERZFELD CARIBBEAN BASIN FUND, INC.
(Name of Subject Company (Issuer))
The Herzfeld Caribbean Basin Fund, Inc.
(Name of Filing Person (Issuer))
Common Stock, par value $0.001
(Title of Class of Securities)
42804T106
(CUSIP Number of Securities)
Thomas K. Morgan
The Herzfeld Caribbean Basin Fund, Inc.
119 Washington Avenue, Suite 504
Miami Beach, Florida 33139
Telephone: (305) 777 – 1660
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
|
John P. Falco, Esq. Troutman Pepper Hamilton Sanders LLP 3000 Two Logan Square | 18th & Arch Streets Philadelphia, PA 19103 Telephone: (215) 981 - 4659 |
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee |
| $2,084,156.33(a) | $227.38(b) |
(a) Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 306,683 shares of The Herzfeld Caribbean Basin Fund, Inc. (5% of the total number of shares outstanding) by $6.7958 (97.5% of the Net Asset Value per share of as of the close of ordinary trading on the NASDAQ Capital Market on March 4, 2021).
(b) Calculated as $109.10 per $1,000,000 of the Transaction Value.
| [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 the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount previously paid: $217.92 | Filing party: The Herzfeld Caribbean Basin Fund, Inc. | |
| Form or registration No.: Schedule TO | Date filed: February 12, 2021 |
| [ ] | 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. |
| [X] | 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 February 12, 2021 by The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”) in connection with an offer (the “Offer”) by the Fund to purchase up to 5% of the outstanding shares of the Fund (“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 the Letter of Transmittal were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Statement on February 12, 2021.
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. The Offer expired at the close of regular trading on the NASDAQ Capital Market on March 4, 2021.
2. A total of 2,460,234.322 Shares of the Fund were validly tendered and not withdrawn before the expiration of the Offer, and 306,683 Shares were accepted for purchase by the Fund in accordance with the terms of the Offer at a price of $6.7958 per share.
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.
| The Herzfeld Caribbean Basin Fund, Inc. | ||||
| By: | /s/ Erik M. Herzfeld | |||
| Name: | Erik M. Herzfeld | |||
| Title: | President | |||