UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER
OFFER STATEMENT PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
John Hancock GA Mortgage Trust
(Name of Issuer)
John Hancock GA Mortgage Trust
(Name of Person(s) Filing Statement (Issuer))
Common Shares of Beneficial Interest
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
E. David Pemstein
197 Clarendon Street C-03
Boston, MA 02116
1-617-663-3000
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Filing Persons(s))
With a copy to:
Mark
P. Goshko
George J. Zornada
K&L Gates LLP
State Street Financial Center
One Lincoln Street Boston, MA 02111-2950 1-617-261-3100
October 11, 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 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: ☒
Final Amendment to Tender Offer Statement
This Final Amendment amends the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the Securities and Exchange Commission on October 11, 2022 by the John Hancock GA Mortgage Trust (the “Fund”) relating to the Fund’s offer to repurchase common shares of beneficial interest of the Fund (“Shares”) from its shareholders (“Shareholders”) on the terms and subject to the conditions set forth in the Offer to Repurchase and the related Letter of Transmittal in an aggregate amount of up to $150,000,000.00 (the “Offer”) and constitutes the final amendment pursuant to Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
Pursuant to the Offer, $150,000,000.00 was tendered and accepted by the Fund at a net asset value of
$17.36556 per Share as determined as of November 15, 2022. 8,637,786.52 Shares were tendered for repurchase.
Item 12(b). Filing Fee
Exhibit – Calculation of Filing Fee Tables
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.
Dated: November 18, 2022
JOHN HANCOCK GA MORTGAGE TRUST
| By: | /s/ Ian Roke | |
| Name: | Ian Roke | |
| Title: | President |
Exhibit - Calculation of Filing Fee Tables
CALCULATION OF FILING FEE TABLES
SC TO-I/A
(Form Type)
John Hancock GA Mortgage Trust
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Transaction Value
Table 1: Transaction Valuation
| Transaction Valuation |
Fee rate | Amount of Filing Fee |
||||||||
| Fees to Be Paid | $ | — | $ | 110.20 | $ | — | ||||
| Fees Previously Paid | $ | 150,000,000.00 | (a) | $ | 16,530.00 | (b) | ||||
| Total Transaction Valuation | $ | 150,000,000.00 | ||||||||
| Total Fees Due for Filing | $ | 16,530.00 | ||||||||
| Total Fees Previously Paid | $ | 16,530.00 | ||||||||
| Total Fee Offsets | $ | — | ||||||||
| Net Fee Due | $ | 0.00 | ||||||||
| (a) | Calculated as the aggregate maximum purchase price for shares of beneficial interest. The fee of $16,530.00 was paid in connection with the filing of the Schedule TO by John Hancock GA Mortgage Trust (File No. 005-93781) on October 11, 2022 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the offer. |
| (b) | Calculated at $110.20 per $1,000,000 of the Transaction Valuation. |