Herzfeld Credit Income Fund, Inc SC TO-I/A, filed Nov 14, 2022
Herzfeld Credit Income Fund, Inc (HERZ)
As filed with the Securities and Exchange Commission on November 14, 2022
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
| ☐ | 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. |
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the Securities and Exchange Commission on October 12, 2022 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 October 12, 2022.
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 November 8, 2022.
2. A total of 2,374,186.355 Shares of the Fund were validly tendered and not withdrawn before the expiration of the Offer, and 338,382 Shares were accepted for purchase by the Fund in accordance with the terms of the Offer at a price of $4.9823 per share.
ITEM 12. EXHIBITS.
| (a)(5)(iii) | Press Release dated November 14, 2022 |
| 107 | Filing Fee Table |
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 | |
The Herzfeld Caribbean Basin Fund, Inc. SC TO-I/A
Exhibit (a)(5)(iii)
The Herzfeld Caribbean Basin Fund, Inc.
TENDER OFFER RESULTS
MIAMI BEACH, FLORIDA, November 14, 2022 — Thomas J. Herzfeld Advisors, Inc., an SEC-registered investment adviser, and The Herzfeld Caribbean Basin Fund, Inc. (Nasdaq: CUBA) (the “Fund”) today announced the final results of the Fund’s offer to purchase up to 5% of outstanding shares of the Fund at 97.5% of NAV as of the close of ordinary trading on the NASDAQ Capital Market (the “NASDAQ”) on November 8, 2022, the expiration date.
Based on the final count by American Stock Transfer & Trust Co., LLC (“AST”), the depositary for the tender offer, a total of 2,374,186.355 common shares of the Fund were validly tendered and not withdrawn. The total amount of shares tendered exceeded the offer amount, and the Fund will purchase tendered shares on a pro rata basis. Subject to final delivery of all tendered shares, the proration factor for shares purchased pursuant to the offer is 14.25%.
In accordance with the terms and conditions of the tender offer, the Fund has accepted for payment all 338,382 common shares subject to the tender offer. The purchase price per share is determined to be $4.9823.
Payment for the shares accepted for purchase under the tender offer and return of all other shares tendered and not purchased will occur promptly.
AST Fund Solutions, LLC is the information agent for the Offer. Shareholders with questions may call AST Fund Solutions, LLC at (866) 406-2285.
About Thomas J. Herzfeld Advisors, Inc.
Thomas J. Herzfeld Advisors, Inc., founded in 1984, is an SEC registered investment advisor, specializing in investment analysis and account management in closed-end funds. The Firm also specializes in investment in the Caribbean Basin. The HERZFELD/CUBA division of Thomas J. Herzfeld Advisors, Inc. serves as the investment advisor to The Herzfeld Caribbean Basin Fund, Inc. a publicly traded closed-end fund (NASDAQ: CUBA).
More information about the advisor can be found at www.herzfeld.com.
Past performance is no guarantee of future performance. An investment in the Fund is subject to certain risks, including market risk. In general, shares of closed-end funds often trade at a discount from their net asset value and at the time of sale may be trading on the exchange at a price which is more or less than the original purchase price or the net asset value. There can be no assurance that any Share repurchases will reduce or eliminate the discount of the Fund’s market price to the Fund’s net asset value per share. An investor should carefully consider the Fund’s investment objective, risks, charges and expenses. Please read the Fund’s disclosure documents before investing.