As filed with the Securities and Exchange Commission on November 12, 2021
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 |
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee |
| $2,109,769.90(a) | $195.58(b) |
(a) Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 302,216 shares of The Herzfeld Caribbean Basin Fund, Inc. (5% of the total number of shares outstanding) by $6.9810 (97.5% of the Net Asset Value per share of as of the close of ordinary trading on the NASDAQ Capital Market on November 8, 2021).
(b) Calculated as $92.70 per $1,000,000 of the Transaction Value.
| ☒ | 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: $184.65 | Filing party: The Herzfeld Caribbean Basin Fund, Inc. |
| Form or registration No.: Schedule TO | Date filed: October 12, 2021 |
| ☐ | 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. |
EXPLANATORY NOTE
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, 2021 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, 2021.
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, 2021.
2. A total of 2,261,361.322 Shares of the Fund were validly tendered and not withdrawn before the expiration of the Offer, and 302,216 Shares were accepted for purchase by the Fund in accordance with the terms of the Offer at a price of $6.9810 per share.
ITEM 12. EXHIBITS.
| (a)(5)(iii) | Press Release dated November 12, 2021 |
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 12, 2021 — 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, 2021, 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 2,261,361.322 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 13.3642%.
In accordance with the terms and conditions of the tender offer, the Fund has accepted for payment all 302,216 common shares subject to the tender offer. The purchase price per share is determined to be $6.9810.
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.