0001213900-24-000314.txt : 20240102 0001213900-24-000314.hdr.sgml : 20240102 20240102171940 ACCESSION NUMBER: 0001213900-24-000314 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240102 DATE AS OF CHANGE: 20240102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Steele Creek Capital Corp CENTRAL INDEX KEY: 0001817825 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92499 FILM NUMBER: 24503530 BUSINESS ADDRESS: STREET 1: 201 S. COLLEGE ST STREET 2: SUITE 1690 CITY: CHARLOTTE STATE: NC ZIP: 28244 BUSINESS PHONE: 971-719-5750 MAIL ADDRESS: STREET 1: 201 S. COLLEGE ST STREET 2: SUITE 1690 CITY: CHARLOTTE STATE: NC ZIP: 28244 FORMER COMPANY: FORMER CONFORMED NAME: MSC Capital LLC DATE OF NAME CHANGE: 20200713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Steele Creek Capital Corp CENTRAL INDEX KEY: 0001817825 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 201 S. COLLEGE ST STREET 2: SUITE 1690 CITY: CHARLOTTE STATE: NC ZIP: 28244 BUSINESS PHONE: 971-719-5750 MAIL ADDRESS: STREET 1: 201 S. COLLEGE ST STREET 2: SUITE 1690 CITY: CHARLOTTE STATE: NC ZIP: 28244 FORMER COMPANY: FORMER CONFORMED NAME: MSC Capital LLC DATE OF NAME CHANGE: 20200713 SC TO-I/A 1 sctoi0124_steelcreek.htm ISSUER TENDER OFFER STATEMENT

  

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

(Amendment No. 1)

_______________________________

STEELE CREEK CAPITAL CORPORATION
(Name of Subject Fund (Issuer))

STEELE CREEK CAPITAL CORPORATION
(Names of filing Person (Offeror and Issuer))

_______________________________

Common Stock, Par Value $0.001 per share
(Title of Class of Securities)

85817G 108 (CUSIP Number of Class of Securities)

Glenn Duffy
Chief Executive Officer, Chief Investment Officer
and President
Steele Creek Capital Corporation
201 S. College Street, Suite 1690
Charlotte, North Carolina 28244
Tel: (704) 343-6011
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)

_______________________________

Copy to:

Harry S. Pangas, Esq.
Dechert LLP
Cira Centre
1900 K Street NW
Washington, DC 20006
Telephone: (202) 261-3466

_______________________________

CALCULATION OF FILING FEE

Transaction Valuation(l)

  

Amount of Filing Fee(2)

$5,480,634

  

$808.94

____________

(1)       Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to 566,948 shares of common stock, par value $0.001 per share, of Steele Creek Capital Corporation, at a price equal to $9.6669, which represents the Fund’s net asset value as of October 31, 2023 and is used for purposes of calculating the estimated aggregate maximum purchase price for Shares.

(2)       The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2023, equals $147.60 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: $808.94

  

Filing Party: Not Applicable
   

Form or Registration No.: Not Applicable

  

Date Filed: Not Applicable

☐

  

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: ☒

 

FINAL AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 1, 2023 by Steele Creek Capital Corporation, an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (“Steele Creek” or the “Fund”), in connection with the offer by the Company to purchase for cash up to 566,948 shares of its common stock, par value $0.001 per share (the “Shares”), which represents 10% of the weighted average of the number of Shares outstanding during the 12-month period ended September 30, 2023, at a price per Share equal to its net asset value per Share as of December 31, 2023 and will close as of December 31, 2023 (the “Expiration Date”). The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated December 1, 2023 (the “Offer”). The Offer expired at 05:00 P.M., Eastern Time, on December 31, 2023, and a total of 53,914.9787 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. Accordingly, the Company will purchase 53,914.9787 Shares pursuant to the Offer.

1

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: January 2, 2024

 

STEELE CREEK CAPITAL CORPORATION
   

By:

  

/s/ Glenn Duffy
   

Name:

  

Glenn Duffy
   

Title:

  

CIO

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