SC TO-I/A

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Asta Funding, Inc.

(Name of Subject Company (Issuer))

Asta Funding, Inc.

 (Names of Filing Persons (Issuer and Offeror))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

0462220109

(CUSIP Number of Class of Securities)

Gary Stern

Asta Funding, Inc.

210 Sylvan Avenue

Englewood Cliffs, NJ 07632

(201) 567-5648

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Kai H. Liekefett, Esq.	Michael J. Swidler
Vinson & Elkins L.L.P.	Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor	666 Fifth Avenue, 26th Floor
New York, NY 10103	New York, NY 10103
(212) 237-0037	(212) 237-0020

CALCULATION OF FILING FEE
Transaction Valuation(1)	Amount of Filing Fee(2)
$54,999,993.15	$6,375.00

(1) Estimated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase 5,314,009 shares of common stock of Asta Funding, Inc. at the tender offer price of $10.35 per share.

(2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $115.90 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: $6,375.00	Filing Party: Asta Funding, Inc.
Form or Registration No.: 005-44713	Date Filed: January 19, 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. 2 (the “Amendment No. 2”) amends and supplements the Issuer Tender Offer Statement on Schedule TO, initially filed by Asta Funding, Inc., a Delaware corporation (“Asta” or the “Company”), on January 19, 2017, as amended and supplemented by Amendment No. 1 filed on February 2, 2017 (as amended and supplemented, this “Schedule TO”) in connection with the Company’s offer to repurchase up to 5,314,009 shares of its common stock, par value $0.01 per share (the “Shares”), at the price of $10.35 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the amended and restated Offer to Purchase, dated February 2, 2017 (the “Offer to Purchase”), a copy of which was previously filed as Exhibit (a)(1)(F), and in the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase, as amended and supplemented, constitute the “Offer”), which was previously filed as Exhibit (a)(1)(B). This Amendment No. 2 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Items of Schedule TO and the Offer to Purchase are hereby amended and supplemented as specified below. All information in the Offer to Purchase is hereby expressly incorporated by reference in answer to all items in this Amendment No. 2 to Schedule TO. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following paragraph at the end thereof:

“On February 16, 2017, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 11:59 p.m., New York City time, on February 15, 2017. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(A)*	Offer to Purchase, dated January 19, 2017.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 19, 2017.
(a)(1)(E)*	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 19, 2017.
(a)(1)(F)*	Amended and Restated Offer to Purchase, dated February 2, 2017.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)*	Press release dated January 19, 2017, announcing the commencement of the Offer.
(a)(5)(B)*	Press release dated February 2, 2017, announcing the extension of the Offer.
(a)(5)(C)	Press release dated February 16, 2017, announcing the preliminary results of the Offer.
(b)	None.

(d)(A)* Settlement Agreement dated as of January 6, 2017, by and among Asta Funding, Inc., The Mangrove Partners Masters Fund Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August, Gary Stern, Ricky Stern, Emily Stern, Arthur Stern, Asta Group, Incorporated and GMS Family Investors LLC (incorporated by reference to Asta Funding, Inc.’s Current Report on Form 8-K dated January 9, 2017).

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Exhibit No.	Description
(d)(B)*	Voting Agreement dated as of January 6, 2017, by and between Asta Funding, Inc. and Gary Stern, Ricky Stern, Emily Stern, Asta Group, Incorporated and GMS Family Investors LLC (incorporated by reference to Asta Funding, Inc.’s Current Report on Form 8-K dated January 9, 2017).
(d)(C)*	Securities Purchase Agreement dated as of January 6, 2017, by and among The Mangrove Partners Masters Fund Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August, and Gary Stern.
(g)	None.
(h)	None.

* Previously filed

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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.

ASTA FUNDING, INC.
By:	/s/ Gary Stern
Name:	Gary Stern
Title:	Chairman, President & CEO

Date: February 16, 2017

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)*	Offer to Purchase, dated January 19, 2017.
(a)(1)(B)*	Letter of Transmittal.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 19, 2017.
(a)(1)(E)*	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 19, 2017.
(a)(1)(F)*	Amended and Restated Offer to Purchase, dated February 2, 2017.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)*	Press release dated January 19, 2017, announcing the commencement of the Offer.
(a)(5)(B)*	Press release dated February 2, 2017, announcing the extension of the Offer.
(a)(5)(C)	Press release dated February 16, 2017, announcing the preliminary results of the Offer.
(b)	None.
(d)(A)*	Settlement Agreement dated as of January 6, 2017, by and among Asta Funding, Inc., The Mangrove Partners Masters Fund Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August, Gary Stern, Ricky Stern, Emily Stern, Arthur Stern, Asta Group, Incorporated and GMS Family Investors LLC (incorporated by reference to Asta Funding, Inc.’s Current Report on Form 8-K dated January 9, 2017).
(d)(B)*	Voting Agreement dated as of January 6, 2017, by and between Asta Funding, Inc. and Gary Stern, Ricky Stern, Emily Stern, Asta Group, Incorporated and GMS Family Investors LLC (incorporated by reference to Asta Funding, Inc.’s Current Report on Form 8-K dated January 9, 2017).
(d)(C)*	Securities Purchase Agreement dated as of January 6, 2017, by and among The Mangrove Partners Masters Fund Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August, and Gary Stern.
(g)	None.
(h)	None.

* Previously filed

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EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

Asta Funding, Inc. Announces Preliminary Results of its Tender Offer

Englewood Cliffs, NJ (February 16, 2017) — Asta Funding, Inc. (NASDAQ: ASFI) (“Asta” or the “Company”) today announced the preliminary results of its self-tender offer, which expired February 15, 2017, at 11:59 p.m., New York City time. Based on the preliminary count by American Stock Transfer & Trust Company LLC, the depositary for the tender offer, a total of approximately 6,072,291 shares of the Company’s common stock were validly tendered and not validly withdrawn, including approximately 141,039 shares that were tendered through notice of guaranteed delivery. The number of shares conditionally tendered was 400 based on the preliminary count by the depositary.

Because the tender offer is oversubscribed by approximately 758,282 shares, the Company expects to purchase only a prorated portion of the shares properly tendered by each tendering stockholder. The depositary has informed the Company that the preliminary proration factor for the tender offer is expected to be approximately 87.51% of the shares validly tendered and not validly withdrawn. The number of shares tendered and not validly withdrawn and the proration factor are preliminary and are subject to verification by the depositary and the proper delivery of all shares tendered (including shares tendered pursuant to the guaranteed delivery procedures). The final number of shares to be purchased in the tender offer and the final proration factor will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. The shares expected to be acquired represent approximately 44.7% of the total number of shares of the Company’s common stock issued and outstanding as of February 6, 2017.

Innisfree M&A Incorporated is acting as information agent for the tender offer (the “Information Agent”) and American Stock Transfer & Trust Company LLC is acting as depositary for the tender offer. For more information about the tender offer, please contact the Information Agent at (888) 750-5834.

About Asta Funding, Inc.

Asta Funding, Inc. (NASDAQ:ASFI), headquartered in Englewood Cliffs, New Jersey, is a diversified financial services company that assists consumers and serves investors through the strategic management of four complementary business segments: Personal Injury Claims, Structured Settlements, Consumer Debt and Disability Advocacy. Founded in 1994 as a sub-prime auto lender, Asta now manages business units that include funding of personal injury claims through its wholly owned subsidiary, Simia Capital, LLC; structured settlements through its wholly owned subsidiary, CBC Settlement Funding LLC; acquiring and managing international distressed consumer receivables through its wholly owned subsidiary, Palisades Acquisitions LLC; and benefits advocacy through its wholly owned subsidiary, GAR Disability Advocates, LLC. For additional information, please visit our website at http://www.astafunding.com.

Cautionary Note Regarding Forward-Looking Statements

All statements in this news release other than statements of historical facts, including without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof, or any variation thereon, or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors which could materially affect our results and our future performance include, without limitation, our ability to purchase defaulted consumer receivables at appropriate prices, changes in government regulations that affect our ability to collect sufficient amounts on our defaulted consumer receivables, our ability to employ and retain qualified employees, changes in the credit or capital markets, changes in interest rates, deterioration in economic conditions, negative press regarding the debt collection industry which may have a negative impact on a debtor's willingness to pay the debt we acquire, and statements of assumption underlying any of the foregoing, as well as other factors set forth under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended September 30, 2016, and other filings with the U.S. Securities and Exchange Commission (the “SEC”). All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Except as required by law, we assume no duty to update or revise any forward-looking statements.

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