UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMG Pantheon Fund, LLC
(Name of Issuer)
AMG Pantheon Fund, LLC
(Name of Person(s) Filing Statement)
Class 1 Units
(Title of Class of Securities)
001700137
(CUSIP Number of class of securities)
Class 2 Units
(Title of Class of Securities)
001700111
(CUSIP Number of class of securities)
Class 3 Units
(Title of Class of Securities)
001700129
(CUSIP Number of class of securities)
Class 4 Units
(Title of Class of Securities)
001700103
(CUSIP Number of class of securities)
Class 5 Units
(Title of Class of Securities)
001700202
(CUSIP Number of class of securities)
Mark J. Duggan
c/o AMG Pantheon Fund, LLC
AMG Funds LLC
680 Washington Boulevard, Suite 500
Stamford, Connecticut 06901
(877) 355-1566
(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Gregory C. Davis
Ropes & Gray LLP
Three Embarcadero Center
San Francisco, CA 94111-4006
December 21, 2022
(Date Tender Offer First Published, Sent or Given to Security Holders)
| ☐ | Check the box if the filing relates solely to preliminary communications made before 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: ☒
SCHEDULE TO
Items 1 through 11.
This Final Amendment relates to the Tender Offer Statement on Schedule TO (the “Statement”) originally filed by AMG Pantheon Fund, LLC (the “Fund”) on December 21, 2022 relating to the tender offer (the “Offer”) by the Fund to repurchase up to 3,048,217 of its outstanding units of beneficial interest (the “Units”), Class 1 Units, Class 2 Units, Class 3 Units, Class 4 Units, and Class 5 Units, at a price per Unit equal to the net asset value per Unit of the applicable Class of Units (that is, with respect to each class of Units, the value of the total assets of such class minus its total liabilities, divided by the total number of outstanding Units of such class) effective as of March 31, 2023 on the terms and subject to the conditions set forth in the Offer to Repurchase filed as Exhibit (a)(1)(ii) to the Statement (the “Offer to Repurchase”).
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 11:59 p.m., Eastern Time, on January 23, 2023. |
| 2. | 424,302.396 Units were validly tendered and not withdrawn prior to the expiration of the Offer. |
Item 12(b). Filing Fee
Filing Fee Exhibit.
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.
| AMG PANTHEON FUND, LLC | ||
| By: | /s/ Thomas Disbrow | |
| Name: | Thomas Disbrow | |
| Title: | Treasurer | |
Dated: April 7, 2023
EXHIBIT INDEX
| Exhibit |
||
| Filing Fee Exhibit. | ||
EX-Filing Fees
Calculation of Filing Fee Tables
SC TO-I/A
(Form Type)
AMG Pantheon Fund, LLC
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
| Transaction Valuation |
Fee Rate |
Amount of Filing Fee | ||||
| Fees to Be Paid |
0.01102% | |||||
| Fees Previously Paid |
$61,447,764.91 (1) | $0.00 (2) | ||||
| Total Transaction Valuation |
$61,447,764.91 | |||||
| Total Fees Due for Filing |
$0.00 | |||||
| Total Fees Previously Paid |
$0.00 | |||||
| Total Fee Offsets |
||||||
|
Net Fee Due |
$0.00 | |||||
| (1) | Calculated as the aggregate maximum purchase price for units of beneficial interest, based upon the estimated net asset value per Class 1 Unit, the estimated net asset value per Class 2 Unit, the estimated net asset value per Class 3 Unit, the estimated net asset value per Class 4 Unit, and the estimated net asset value per Class 5 Unit as of October 31, 2022. As described in footnote (2) below, no fee was required to be paid in connection with the filing of the Schedule TO-I by AMG Pantheon Fund, LLC (File No. 005-89632) on December 21, 2022 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the offer. |
| (2) | AMG Pantheon Fund, LLC (the “Issuer”) is a feeder fund in a master-feeder structure, whereby the Issuer invests substantially all of its assets in AMG Pantheon Master Fund, LLC (the “Master Fund”). Units of beneficial interest repurchased by the Issuer through this tender offer may have corresponding units of beneficial interest repurchased by the Master Fund through a corresponding tender offer. The Master Fund pays tender offer registration fees for its corresponding tender offer, which is subject to Rule 13e-4. The Issuer avails itself of the SEC staff’s no-action relief applicable to master-feeder structures for fees on shares offered for repurchase in corresponding tender offers. See Ironwood Multi-Strategy Fund LLC and Ironwood Institutional Multi-Strategy Fund LLC, SEC No-Action Letter (pub. avail. April 19, 2017). |