SC TO-I/A: Tender offer statement by Issuer
Published on April 9, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
(Final Amendment)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Antares Private Credit Fund
(Name of Issuer)
Antares Private Credit Fund
(Name of Person(s) Filing Statement)
Class S, Class D and Class I Shares of Beneficial Interest
(Title of Class of Securities)
0366431049, 0366432039, 0366433029
(CUSIP Number of class of securities)
Malvika Gupta
Antares Capital Credit Advisers LLC
320 South Canal Street, Ste 4200
Chicago, IL 60606
(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:
William Bielefeld, Esq.
Nadeea Zakaria, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006
February 14, 2025
(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. |
x | 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: x
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on February 14, 2025 by Antares Private Credit Fund (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase up to 1,270,284 of its outstanding shares of beneficial interest (including Class I common shares of beneficial interest, Class D common shares of beneficial interest and Class S common shares of beneficial interest, collectively, the “Shares”) at a price equal to the net asset value per Share of the applicable Class as of March 31, 2025 (the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(ii) to the Statement (the “Offer to Purchase”).
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
1. | The Offer expired at 11:59 p.m., Eastern Time, on March 14, 2025. |
2. | No Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. As a result, and in accordance with the terms of the Offer, no payments were made to shareholders of the Fund. |
Except as specifically provided herein, the information contained in the Statement, as amended, remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended.
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.
ANTARES PRIVATE CREDIT FUND
By: | /s/ Monica Kelsey | |
Name: | Monica Kelsey | |
Title: | Chief Financial Officer and Principal Accounting Officer |
Dated: April 9, 2025
EXHIBIT INDEX
Exhibit |
EX-FILING FEES Calculation of Filing Fee Tables |