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Form SC TO-I SKYBRIDGE MULTI-ADVISER Filed by: SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC

June 24, 2016 11:19 AM EDT


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE TO
 
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
(Name of Subject Company (Issuer))
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
(Name of Filing Person(s) (Issuer))
 
SHARES OF LIMITED LIABILITY COMPANY INTERESTS
(Title of Class of Securities)
 
N/A
(CUSIP Number of Class of Securities)
 
Marie Noble
SkyBridge Capital II, LLC
527 Madison Avenue, 16th Floor
New York, New York 10022 
(212) 485-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))

Nathan J. Greene, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

June 24, 2016
(Date Tender Offer First Published,
Sent or Given to Security Holders)
 
CALCULATION OF FILING FEE
 
Transaction Valuation:
(a) $1,689,416,623.20
Amount of Filing Fee:
 
(b) $170,124.25

(a)           Calculated as the estimated aggregate maximum purchase price for Shares.
 
(b)           Calculated at $100.70 per $1,000,000 of the Transaction Valuation.
 
 


 
 
 
 
 
o
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:  ___________________________
Form or Registration No.:  ___________________________
Filing Party:  _____________________________________
Date Filed:  ______________________________________
 
o
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:
 
o
third-party tender offer subject to Rule 14d-1.
 
x
issuer tender offer subject to Rule 13e-4.
 
o
going-private transaction subject to Rule 13e-3.
 
o
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:  o
 
ITEM 1.
SUMMARY TERM SHEET.
 
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (the “Company”) offers its shares of limited liability company interests (“Shares”) in a single series designated as “Multi-Strategy Series G” (the “Series”).  The Company is offering to purchase up to 25% of its outstanding Multi-Strategy Series G Shares (the “Offer”), from the Shareholders of the Company holding the Shares, at their unaudited net asset value per Share (that is, the value of the assets minus its liabilities, divided by the number of Shares outstanding) determined as of the Valuation Date (as defined below).  Shareholders who desire to tender Shares for purchase must do so by 11:59 p.m., New York time on Monday, July 25, 2016, unless the Offer is extended.  All determinations as to the receipt of notices from Shareholders relating to the tender of Shares, including, without limitation, determinations whether to excuse or waive certain variations from relevant procedural requirements, will be in the sole discretion of the Company or its designated agents, and any such determination will be final.  The net asset value of Shares will be calculated for this purpose as of September 30, 2016 or, if the Offer is extended, as of the last business day of the second month following the month in which the Offer actually expires (in each case, the “Valuation Date”).  The Company reserves the right to adjust the Valuation Date to correspond with any extension of the Offer.
 
Shareholders may tender all or some of their Shares up to an amount such that they maintain the minimum required account balance of $25,000 (or any lower amount equal to a Shareholder’s initial subscription amount net of placement fees) after the purchase of the Shares by the Company. If a Shareholder tenders Shares and the Company purchases those Shares, the Company will issue the Shareholder a non-interest bearing, non-transferable promissory note (the “Note”) entitling the Shareholder to receive an amount equal to the value of the Shareholder’s Shares accepted for purchase by the Company determined as of September 30, 2016 (or, if the Offer is extended, the value determined as of the relevant Valuation Date) (valued in either case within 30 days thereafter in accordance with the Company’s Limited Liability Company Agreement as currently in effect (the “LLC Agreement”)).  
 
 
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The Note will be held for the Shareholder in the Shareholder’s account with an authorized placement agent designated for that purpose and will entitle the Shareholder to receive a payment in cash and/or securities (valued according to the LLC Agreement) equal to the value of the Shareholder’s Shares accepted for purchase by the Company to be paid (so long as the Shareholder has tendered less than 95% of their Shares) within 30 days after the Valuation Date (unless the valuation date of such Shares has changed, or, if Multi-Strategy Series G has requested withdrawals of its capital from any investment funds in order to fund the purchase of Shares, within 10 business days after Multi-Strategy Series G has received at least 90% of the aggregate amount withdrawn from such investment funds.)  Shareholders who tender 95% or more of their Shares for repurchase will receive a Note that provides for a two-step payment whereby at least 95% of the amount payable is due within the time periods set forth in the preceding sentence, and the remaining amount due will be paid within 90 days of the Valuation Date (unless the valuation date of such shares has changed, or the Series has requested a withdrawal of its capital from the investment funds in which it invests and has not yet received at least 90% of the proceeds of such withdrawal).  Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.
 
A Shareholder who tenders for purchase only a portion of such Shareholder’s Shares will be required to maintain an account balance equal to at least $25,000 (or any lower amount equal to the Shareholder’s initial subscription amount net of placement fees).  The Company reserves the right to purchase less than the amount the Shareholder tenders if the purchase would cause the Shareholder’s account to have less than the required minimum balance.  If the Company accepts the tender of the Shareholder’s Shares, the Company will make payment for Shares it purchases from one or more of the following sources:  cash on hand, the proceeds of the sale of portfolio securities held by Multi-Strategy Series G, the withdrawals of capital from the investment funds in which Multi-Strategy Series G has invested, or by borrowings.
 
Following this Summary Term Sheet is a formal notice of the Company’s offer to purchase Shares of Multi-Strategy Series G.  Shareholders who desire to tender Shares for purchase must do so by 11:59 p.m., New York time, Monday, July 25, 2016.  Until that time, Shareholders have the right to change their minds and withdraw any tenders of their Shares.  Shares withdrawn prior to Monday, July 25, 2016 may be re-tendered by following the tender procedures before the Offer expires (including any extension period).  After July 25, 2016, the Company in its discretion may permit the withdrawal of tenders at any time prior to the Valuation Date.
 
If a Shareholder would like the Company to purchase all or some of its Shares, it should complete, sign and either (i) U.S. Post Service mail (via certified mail return receipt requested) or otherwise deliver a Notice of Intent to Tender to SkyBridge Capital c/o BNY Mellon Investment Servicing, PO Box 9861, Providence, RI 02940-5078; or (ii) via private overnight service to SkyBridge Capital c/o BNY Mellon Investment Servicing, 4400 Computer Drive, Westborough, MA 01581; or (iii) fax it to BNY Mellon Investment Servicing at (508) 599-4150, so that it is received before 11:59 p.m., New York time, on Monday, July 25, 2016.  
 
 
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IF THE MEMBER CHOOSES TO FAX THE NOTICE OF INTENT TO TENDER, IT SHOULD MAIL THE ORIGINAL NOTICE OF INTENT TO TENDER TO BNY MELLON INVESTMENT SERVICING PROMPTLY AFTER IT IS FAXED (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 11:59 p.m., NEW YORK TIME, ON MONDAY, JULY 25, 2016).  Note that, notwithstanding the foregoing, certain Shareholders may be required to deliver their Notice of Intent to Tender to their financial consultant (instead of directly to BNY Mellon Investment Servicing).  All Shareholders tendering Shares should carefully review their Notice of Intent to Tender and follow the delivery instructions therein.
 
The value of the Shares may change between April 29, 2016 (the last date prior to the date of this filing as of which net asset values were calculated) and September 30, 2016, the date as of which the value of the Shares will be determined for purposes of calculating the purchase price.  Shareholders desiring to obtain the estimated net asset value for their Shares, which the Company will calculate from time to time based upon the information the Company receives from the managers of the investment funds in which Multi-Strategy Series G is invested, may contact BNY Mellon Investment Servicing at (855) 631-5474 or BNY Mellon Investment Servicing, PO Box 9861, Providence, RI 02940-5078, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m., New York time.  IMPORTANT NOTE:  Any estimated net asset value provided by BNY Mellon Investment Servicing will be based on information supplied by third parties and is provided to Shareholders for convenience only and not pursuant to any obligation on the part of the Company.  Neither the Company nor BNY Mellon Investment Servicing can give any assurances as to the accuracy of such information; nor can either give any assurance that the next regularly computed, monthly net asset value will not differ (sometimes significantly) from such estimated net asset value.  Moreover, estimated information cannot be read as superseding any regularly computed, monthly net asset value.
 
Please note that just as each Shareholder has the right to withdraw its tender, the Company has the right to cancel, amend or postpone this Offer at any time before 11:59 p.m., New York time, on July 25, 2016.  Also realize that although the Offer expires on July 25, 2016, a Shareholder who tenders all of its Shares will remain a Shareholder of the Company having a membership interest through the Valuation Date (expected to be September 30, 2016), notwithstanding the Company’s acceptance of the Shareholder’s Shares for purchase.
 
ITEM 2.
ISSUER INFORMATION.
 
(a)      The name of the issuer is SkyBridge Multi-Adviser Hedge Fund Portfolios LLC.  The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company.  It is organized as a Delaware limited liability company.  The principal executive office of the Company is located at 527 Madison Avenue, 16th Floor, New York, New York 10022 and the telephone number is (212) 485-3100.
 
 
 
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(b)      The securities that are the subject of the Offer are titled “limited liability company interests” in the Company.  The Company issues these interests in a single Series of Shares designated as Multi-Strategy Series G.  As used in this Schedule TO, the term “Shares” refers to the limited liability company interests in the Company that constitute the class of security that is the subject of this Offer or the limited liability company interests in the Company that are tendered by Shareholders to the Company pursuant to this Offer.  As of the close of business on April 29, 2016, the unaudited net asset value of Multi-Strategy Series G was $6,757,666,492.81 (with an unaudited net asset value per Share of $1,091.727).  Subject to the conditions set out in the Offer, the Company will purchase up to 25% of its outstanding Multi-Strategy Series G Shares that are tendered by Shareholders and not withdrawn as described above in Item 1, subject to any extension of the Offer.
 
(c)      There is no established trading market for the Shares, and any transfer thereof is strictly limited by the terms of the LLC Agreement.
 
ITEM 3.
IDENTITY AND BACKGROUND OF FILING PERSON.
 
The name of the filing person (i.e., the Company) is SkyBridge Multi-Adviser Hedge Fund Portfolios LLC.  The Company’s principal executive office is located at 527 Madison Avenue, 16th Floor, New York, New York 10022 and the telephone number is (212) 485-3100.  The principal executive office of SkyBridge Capital II, LLC (the “Adviser”) is located at 527 Madison Avenue, 16th Floor, New York, New York 10022 and the telephone number is (212) 485-3100. The Company’s Directors are Charles Hurty, Steven Krull, Raymond Nolte and Joshua Weinreich.  Their address is c/o SkyBridge Multi-Adviser Hedge Fund Portfolios LLC, 527 Madison Avenue, 16th Floor, New York, New York 10022 and their telephone number is (212) 485-3100.
 
ITEM 4.
TERMS OF THE TENDER OFFER.
 
(a)      (i)  Subject to the conditions set out in the Offer, the Company will purchase up to 25% of its outstanding Multi-Strategy Series G Shares if tendered by Shareholders by 11:59 p.m., New York time, on Monday, July 25, 2016 and not withdrawn as described in Item 4(a)(1)(vi).  The initial repurchase deadline of the offer is 11:59 p.m., New York time, on July 25, 2016 (the “Initial Repurchase Deadline”), subject to any extension of the Offer.  The later of the Initial Repurchase Deadline or the latest time and date to which the Offer is extended is called the “Repurchase Deadline.”
 
(ii)           The purchase price of Shares tendered to the Company for purchase will be their net asset value as of the close of business on the Valuation Date (September 30, 2016) or, if the Offer is extended, the last business day of the month following the second month in which the Offer actually expires).  See Item 4(a)(1)(v) below.
 
Shareholders may tender all or some of their Shares up to an amount such that they maintain the minimum required account balance of $25,000 (or any lower amount equal to a Shareholder’s initial subscription amount net of placement fees) after the purchase of the Shares by the Company. Each Shareholder who tenders Shares that are accepted for purchase will be issued the Note described in Item 1 above (a non-interest bearing, non-transferable promissory note) promptly after the Repurchase Deadline.  
 
 
 
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A Note will entitle the Shareholder to be paid an amount equal to the value, determined as of the Valuation Date within 30 days thereafter, of the Shares tendered by the Shareholder and accepted for purchase by the Company.  This amount will be the value of the Shares being purchased determined as of the Valuation Date and will be based upon the value of the net assets as of that date, after giving effect to all allocations to be made as of that date.  For Shareholders tendering less than 95% of their Shares for repurchase, payment of this amount will be made within 30 days after the Valuation Date or, if Multi-Strategy Series G has requested withdrawals of its capital from any investment funds in order to fund the purchase of Shares, no later than 10 business days after Multi-Strategy Series G has received at least 90% of the aggregate amount withdrawn from such investment funds.  For Shareholders tendering 95% or more of their shares for repurchase, payment of this amount will be made in two installments – at least 95% of the amounts due will be paid within the timeframes described in the preceding sentence, with the remainder generally to be paid within 90 days of the Valuation Date. Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.
 
Although the Company has retained the option to pay all or a portion of the purchase price by distributing securities, the purchase price will be paid entirely in cash except in the unlikely event that the Adviser, acting as the Company’s administrator, determines that the distribution of securities is necessary to avoid or mitigate any material adverse effect of the Offer on the Company or on the Shareholders not tendering their Shares.
 
(iii)           Shareholders who desire to tender Shares for purchase must do so prior to the Repurchase Deadline, currently scheduled to be 11:59 p.m., New York time, Monday, July 25, 2016.
 
(iv)           Not applicable.
 
(v)           The Company reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Shareholders of such extension.  If the Company elects to extend the tender period, for the purpose of determining the purchase price for tendered Shares, the net asset value with respect to such Shares will be determined as of the close of business on the last business day of the second month after the month in which the Offer actually expires.  During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer.  The Company also reserves the right, at any time and from time to time, up to and including the Repurchase Deadline, to:  (A) cancel the Offer in the circumstances set out in Section 8 of the Offer and in the event of such cancellation, not to purchase or pay for any Shares tendered pursuant to the Offer; (B) amend the Offer; and (C) postpone the acceptance of Shares.  If the Company determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify Shareholders.
 
 
 
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(vi)           Shares may be withdrawn by the tendering Shareholder at any time before the Repurchase Deadline.  After the Repurchase Deadline, the Company in its discretion may permit a withdrawal of Shares by a tendering member at any time prior to the Valuation Date.
 
(vii)           Shareholders wishing to tender Shares pursuant to the Offer should send or deliver a completed and executed Notice of Intent to Tender to BNY Mellon Investment Servicing, the Company’s agent designated for this purpose at the address set out on the first page of the Notice of Intent to Tender, or fax a completed and executed Notice of Intent to Tender to BNY Mellon Investment Servicing, at the fax number set out on the first page of the Notice of Intent to Tender.  The completed and executed Notice of Intent to Tender must be received by BNY Mellon Investment Servicing, either by mail or by fax, no later than 11:59 p.m., New York time, on Monday, July 25, 2016.  The Company recommends that all documents be submitted to BNY Mellon Investment Servicing by certified mail, return receipt requested, or by facsimile transmission.  A Shareholder choosing to fax a Notice of Intent to Tender must also send or deliver the original completed and executed Notice of Intent to Tender to BNY Mellon Investment Servicing promptly thereafter.  Note that, notwithstanding the foregoing, certain Shareholders may be required to deliver their Notice of Intent to Tender to their financial consultant (instead of directly to BNY Mellon Investment Servicing).  All Shareholders tendering Shares should carefully review their Notice of Intent to Tender and follow the delivery instructions therein.
 
Any Shareholder tendering Shares pursuant to the Offer may withdraw its tender as described above in Item 4(a)(1)(vi).  To be effective, any notice of withdrawal must be timely received by BNY Mellon Investment Servicing in accordance with the delivery instructions in your Notice of Intent to Tender or must be otherwise accepted by the Company prior to the Valuation Date.  A form to use to give notice of withdrawal of a tender is available by calling BNY Mellon Investment Servicing (or your financial consultant) at the telephone numbers indicated on the first page of the Notice of Intent to Tender.  Shares tendered and properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer.  However, subsequent to the withdrawal of tendered Shares, Shares may be tendered again prior to the relevant Repurchase Deadline by following the procedures described above.
 
(viii)           For purposes of the Offer, the Company will be deemed to have accepted (and thereby purchased) Shares that are tendered as, if and when it gives notice to the tendering Shareholder of its election to purchase such Shares.
 
(ix)           If more than 25% of its Multi-Strategy Series G Shares are duly tendered to the Company (and not withdrawn) prior to the Repurchase Deadline, the Company will in its sole discretion either:  (A) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(3) under the Securities Exchange Act of 1934, as amended; (B) increase the outstanding Shares that the Company is offering to purchase by up to two percent (2%) on the Repurchase Deadline; (C) extend the Offer, if necessary, and increase the amount of Shares that the Company is offering to purchase to an amount it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during the extended Offer; or (D) accept a portion of the Shares tendered on or before the Repurchase Deadline for payment on a pro rata basis based on the aggregate net asset value of tendered Shares.  The unaccepted portion of any tender of Shares made by a Shareholder pursuant to this Offer shall not be automatically carried forward or given priority in connection with any future tender offer made by the Company, but any Shareholder that wishes to have the Company repurchase Shares that were not accepted for repurchase in connection with this Offer may again tender those Shares in connection with, and subject to the terms and conditions of, any future tender offer made by the Company.  The Offer may be extended, amended or canceled in various other circumstances described in Item 4(a)(1)(v) above.
 
 
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(x)           The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest of Shareholders who do not tender their Shares.  Shareholders who retain their Shares may be subject to increased risks that may possibly result from the reduction in the net assets resulting from payment for the Shares tendered.  These risks include the potential for greater volatility due to decreased diversification.  A reduction in the net assets of Multi-Strategy Series G (and thereby the Company as a whole) may result in Shareholders who do not tender Shares bearing higher costs to the extent that certain expenses borne by the Company and Multi-Strategy Series G are relatively fixed and may not decrease if assets decline.  These effects may be reduced or eliminated to the extent that additional subscriptions for Shares are made from time to time.
 
(xi)           Not applicable.
 
(xii)           The following discussion is a general summary of certain U.S. federal income tax consequences of the purchase of Shares by the Company from Shareholders pursuant to the Offer.  Shareholders should consult their own tax advisors for a complete description of the tax consequences to them of a purchase of their Shares by the Company pursuant to the Offer.
 
In general, a Shareholder from whom Shares (held as capital assets) are purchased by the Company may realize a capital gain or loss in an amount equal to the difference between the amount realized and the Shareholder’s adjusted tax basis in the Shares.  Such gain or loss will be long-term or short-term, depending upon the Shareholder’s holding period for the Shares.  Generally, a Shareholder’s gain or loss will be a long-term gain or loss if the Shares have been held for more than one year.  A loss realized on a sale or exchange of Shares will be disallowed if such Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the date on which the Shares are disposed of.  In such case, the basis of the Shares acquired will be adjusted to reflect the disallowed loss.
 
Under Treasury regulations, if a Shareholder recognizes a loss with respect to Shares of $2 million or more for an individual Shareholder or $10 million or more for a corporate Shareholder, the Shareholder will likely have to file with the Internal Revenue Service a disclosure statement on Form 8886.  Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
 
(b)      Any Shares to be purchased from any officer, director or affiliate of the Company will be on the same terms and conditions as any other purchase of Shares.
 
 
 
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ITEM 5.
PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
 
The Company’s prospectus dated July 31, 2015 (the “Prospectus”) and the LLC Agreement provide that the Company’s board of directors (the “Board of Directors”) has the discretion to determine whether the Company will purchase Shares from Shareholders from time to time pursuant to written tenders.  The Prospectus also states that the Adviser expects to recommend to the Board of Directors that the Company purchase Shares from Shareholders quarterly each year on the last business day of March, June, September, and December.  The Company has offered to purchase Shares from the Shareholders on a regular basis, commencing June 30, 2003.  The Company is not aware of any contract, arrangement, understanding or relationship relating, directly or indirectly, to the Offer (whether or not legally enforceable) between:  (i) the Company, the Adviser or the Board of Directors or any person controlling the Company or controlling the Adviser or the Board of Directors; and (ii) any other person, with respect to the Shares.  The LLC Agreement further provides that Multi-Strategy Series G shall be dissolved if the Shares held by any Shareholder that has submitted a written request, in accordance with the terms of the LLC Agreement, to tender all Shares held by such Shareholder for purchase by the Company have not been purchased within a period of two years of the request (whether in a single purchase offer or multiple consecutive offers within the two-year period).  A Shareholder who intends to cause Multi-Strategy Series G to be so dissolved must so indicate in a separate, written dissolution request submitted to the Company within the applicable two-year period.
 
ITEM 6.
PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS.
 
(a)      The purpose of the Offer is to provide liquidity to Shareholders who hold Shares as contemplated by and in accordance with the procedures set out in the Prospectus and the LLC Agreement.
 
(b)      Shares that are tendered to the Company in connection with the Offer will be retired, although the Company may issue additional Shares in accordance with the Prospectus.  The Company currently expects that it will accept subscriptions for Shares as of the first business day of each calendar month, but is under no obligation to do so, and may do so more or less frequently as determined by the Company’s administrator (acting pursuant to authority delegated by the Board of Directors).
 
(c)      Neither the Company, the Adviser nor the Board of Directors has any plans or proposals that relate to or would result in:  (1) the acquisition by any person of Shares (other than the Company’s intention to accept subscriptions for Shares on the first business day of each calendar month and from time to time as described in paragraph (b) above), or the disposition of Shares (other than through periodic purchase offers by the Company, including this Offer); (2) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company; (3) any material change in the present distribution policy or indebtedness or capitalization of the Company; (4) any change in the present Board of Directors or in the management of the Company including, but not limited to, any plans or proposals to change the number or the term of members of the Board of Directors, or to fill any existing vacancy on the Board of Directors or to change any material term of the employment contract of any executive officer; (5) a purchase, sale or transfer of a material amount of assets of the Company or Multi-Strategy Series G (other than as may be necessary or appropriate to fund all or a portion of the purchase price for Shares acquired pursuant to the Offer or in connection with the ordinary portfolio transactions of the Company or Multi-Strategy Series G); (6) any other material change in the Company’s corporate structure or business, including any plans or proposals to make any changes in the Multi-Strategy Series G’s investment policies, for which a vote would be required by Section 13 of the 1940 Act; or (7) any changes in the LLC Agreement or other governing instruments or other actions that could impede the acquisition of control of the Company.  Because Shares are not traded in any market, Subsections (6), (7) and (8) of Regulation M-A ss. 229.1006(c) are not applicable to the Company.
 
 
 
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ITEM 7.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
(a)      The Company expects that the amount offered for the purchase of Shares acquired pursuant to the Offer, which will not exceed 25% of its outstanding Shares (and therefore 25% of net assets) with respect to Multi-Strategy Series G Shares (unless the Company elects to purchase a greater amount), will be derived from one or more of the following sources:  (i) cash on hand; (ii) the proceeds of the sale of and/or delivery of securities and portfolio assets held by Multi-Strategy Series G; and (iii) possibly borrowings, as described in paragraph (d) below.  The Company will segregate with its custodian, cash, liquid securities or interests in investment funds that the Series has requested to be withdrawn (or any combination of them) equal to the value of the amount estimated to be paid under the Notes described above.
 
(b)      There are no material conditions to the financing of the transaction.  There are no alternative financing plans or arrangements for the transaction.
 
(c)      Not applicable.
 
(d)      Neither the Company, the Adviser nor the Board of Directors has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer.  However, depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Company, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase price for Shares, subject to compliance with applicable law.  If the Company funds any portion of the purchase price in that manner, it may be required to deposit assets to serve as collateral for any amounts so borrowed, in a special custody account with its custodian established for that purpose for Multi-Strategy Series G.  If the Company were to fail to repay any such amounts, the lender could be entitled to satisfy the Company’s obligations from the collateral deposited in the special custody account.  The Company expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Company by existing or new Shareholders, withdrawal of capital from the investment funds in which it invests, or from proceeds of the sale of securities and portfolio assets.
 
 
 
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ITEM 8.
INTEREST IN SECURITIES OF THE ISSUER.
 
(a)      Based on April 29, 2016 net asset values, the following persons (the named individuals are the Company’s Directors) own Shares equal in value to the following amounts:
 
 
Person
 
Multi-Strategy Series G Shares
Approximate Percentage of
Multi-Strategy Series G’s Net Capital
 
Adviser
$883,097.67
.01%
Charles Hurty (Director)
$0
0%
Steven Krull (Director)
$0
0%
Raymond Nolte (Director)
$530,770.20
Less than .01%
Joshua Weinreich (Director)
$0
0%

Other than as listed above, no person controlling the Company, the Adviser nor any associate or majority-owned subsidiary of such person owns (directly or indirectly) Shares of the Company.  Unless otherwise noted, addresses for each of the persons listed above are provided in Item 3.
 
(b)      Other than the issuance of Shares by the Company in the ordinary course of business, there have been no transactions involving Shares that were effected during the past 60 days by the Company, the Adviser, any member of the Board of Directors or any person controlling the Company or the Adviser.
 
ITEM 9.
PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
 
No persons have been directly or indirectly employed or retained or are to be compensated by the Company to make solicitations or recommendations in connection with the Offer.
 
ITEM 10.
FINANCIAL STATEMENTS.
 
(a)           (1) While the Company does not file its annual report under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 30d-1 under the 1940 Act, it prepared and furnished its audited financial statements for the fiscal year ended March 31, 2016 to its Shareholders within 60 days following such fiscal year end.  Pursuant to Rule 30b2-1 under the 1940 Act, the Company filed such audited financial statements with the Securities and Exchange Commission on or about June 6, 2016. Those audited financial statements are incorporated herein by reference.

(2) The Company is not required to and does not file quarterly unaudited financial statements under the Securities Exchange Act of 1934, as amended.
 
(3) Not applicable.
 
(4) Not applicable.
 
 
 
11

 
 
(b)           The net assets will be reduced by the amount paid by the Company to purchase Shares.  Thus, Multi-Strategy Series G’s income relative to assets may be affected by the Offer.
 
ITEM 11.
ADDITIONAL INFORMATION.
 
(a)
 
(1)      None.
 
(2)      None.
 
(3)      Not applicable.
 
(4)      Not applicable.
 
(5)      None.
 
(b)      None.
 
ITEM 12.
EXHIBITS.
 
Reference is hereby made to the following exhibits which collectively constitute the Offer to Shareholders and are incorporated herein by reference:
 
 
A. 
Cover Letter to Offer to Purchase and Notice of Intent to Tender.
 
 
B. 
Offer to Purchase.
 
 
C. 
Form of Notice of Intent to Tender.
 
 
D. 
Form of Notice of Withdrawal of Tender.
 
 
E.
Forms of Letters to Shareholders in connection with the Company’s acceptance of tenders of Shares.
 
 
F.
Form of Promissory Note.
 
 
 
12

 
 
SIGNATURE
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.
 
  SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC  
         
         
  By: /s/ Raymond Nolte  
    Name: Raymond Nolte  
    Title: President and Director  
         
 
June 24, 2016
 
 
 
 
 
 
 
13

 
 
EXHIBIT INDEX
 
EXHIBIT
 
A.
Cover Letter to Offer to Purchase and Notice of Intent to Tender.
 
B.
Offer to Purchase.
 
C.
Form of Notice of Intent to Tender.
 
D.
Form of Notice of Withdrawal of Tender.
 
E.
Forms of Letters to Shareholders in connection with the Company’s acceptance of tenders of Shares.
 
F.
Form of Promissory Note.
 


 
 
 
 14

  
EXHIBIT A
 
IF YOU DO NOT WANT TO SELL YOUR SHARES AT THIS TIME, PLEASE DISREGARD THIS NOTICE.
 
NOTIFICATION OF THE COMPANY’S
TENDER OFFER TO PURCHASE SHARES.
 
June 24, 2016
 
Dear SkyBridge Multi-Adviser Hedge Fund Portfolios LLC Shareholder:
 
We are writing to inform you of a tender offer by SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (formerly Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios LLC) (the “Company”) to purchase shares of Multi-Strategy Series G.
 
Important Information Regarding this Tender Offer
 
This quarterly tender offer provides shareholders with an opportunity to redeem shares in the Company at the unaudited net asset value as of September 30, 2016.  If you are not interested in tendering your Shares for purchase by the Company at this time, you may disregard this notice.
 
Shares may be presented to the Company for purchase only by tendering them during one of the Company’s announced tender offers.  The tender offer period begins on June 24, 2016 and will end on July 25, 2016.  Should you wish to tender any of your Shares for purchase by the Company during this tender offer period, please complete and return the attached Notice of Intent to Tender in the enclosed postage-paid envelope. Note that, notwithstanding the foregoing, certain Shareholders may be required to deliver their Notice of Intent to Tender to their financial consultant (instead of directly to BNY Mellon Investment Servicing).  All Shareholders tendering Shares should carefully review their Notice of Intent to Tender and follow the delivery instructions therein.
 
All tenders must be received by BNY Mellon Investment Servicing, the Company’s agent designated for this purpose, either by mail or by fax in good order no later than 11:59 p.m., New York time, July 25, 2016.  If by fax, please deliver an original executed copy promptly thereafter.  If your Notice of Intent to Tender instructs you to deliver the form to your financial consultant (instead of directly to BNY Mellon Investment Servicing), please allow sufficient time for your financial consultant to deliver your Notice of Intent to Tender to BNY Mellon Investment Servicing by 11:59 p.m., New York time, July 25, 2016.
 
If you do not wish to tender your Shares, no action is required.  Simply disregard this notice.
 
Questions
 
If you have any questions, please refer to the attached Tender Offer to Purchase document, which contains additional important information about the tender offer, or BNY Mellon Investment Servicing at (855) 631-5474.  You may also direct questions to your financial consultant.
 
Sincerely,
 
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC
 
 

  
EXHIBIT B
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
527 Madison Avenue, 16th Floor
New York, New York 10022
 
OFFER TO PURCHASE UP TO 25% OF OUTSTANDING
MULTI-STRATEGY SERIES G SHARES AT NET ASSET VALUE
 
DATED JUNE 24, 2016
 
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK
TIME, ON MONDAY, JULY 25, 2016, UNLESS SUCH OFFER IS EXTENDED
 
To the Shareholders of SkyBridge Multi-Adviser Hedge Fund Portfolios LLC:
 
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC, a closed-end, non-diversified, management investment company organized as a Delaware limited liability company (the “Company”), offers its shares of limited liability company interests (“Shares”) in a single series designated as “Multi-Strategy Series G” (the “Series”).  The Company is offering to purchase for cash, securities or cash and securities on the terms and conditions set out in this Offer to Purchase and the related Notice of Intent to Tender (which together constitute the “Offer”) up to 25% of its outstanding Multi-Strategy Series G Shares, from the Shareholders of the Company holding the Shares, at their unaudited net asset value per Share as of September 30, 2016.  The Offer will remain open until 11:59 p.m., New York time, on July 25, 2016 unless the Offer is extended.
 
If the Company elects to extend the tender period, for the purpose of determining the purchase price for tendered Shares, the net asset value will be determined as of the close of business on the last business day of the second month after the month in which the Offer actually expires (within 30 days of such date).  This Offer is being made to all Shareholders and is not conditioned on any minimum amount of Shares being tendered, but is subject to certain conditions described below.  Shares are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the Company’s Limited Liability Company Agreement as currently in effect (the “LLC Agreement”).
 
Shareholders should realize that the value of the Shares tendered in this Offer likely will change between April 29, 2016 (the last date for which net asset values were calculated) and September 30, 2016, the date for which the value of the Shares tendered to the Company will be determined for purposes of calculating the purchase price of such Shares.  Shareholders tendering all of their Shares should also note that they will remain Shareholders of the Company with respect to the Shares tendered and accepted for purchase by the Company through September 30, 2016, the valuation date of the Offer as of which the net asset value of their Shares is calculated.
 
Any tendering Shareholders that wish to obtain the estimated net asset value for their Shares should contact BNY Mellon Investment Servicing at (855) 631-5474 or BNY Mellon Investment Servicing, PO Box 9861, Providence, RI 02940-5078, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m., New York time.
 
 
 
1

 
 
IMPORTANT NOTE:  Any estimated net asset value provided by BNY Mellon Investment Servicing will be based on information supplied by third parties and is provided to Shareholders for convenience only and not pursuant to any obligation on the part of the Company.  Neither the Company nor BNY Mellon Investment Servicing can give any assurances as to the accuracy of such information; nor can either give any assurance that the next regularly computed, monthly net asset value will not differ (sometimes significantly) from such estimated net asset value.  Moreover, estimated information cannot be read as superseding any regularly computed, monthly net asset value.
 
Shareholders desiring to tender all or some of their Shares in accordance with the terms of the Offer should complete and sign the attached Notice of Intent to Tender and send or deliver it as instructed therein.
 
IMPORTANT
 
NEITHER THE COMPANY, ITS ADVISER NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY MEMBER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.  MEMBERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES, AND, IF THEY CHOOSE TO DO SO, THE NUMBER OF SHARES TO TENDER.
 
BECAUSE EACH MEMBER’S INVESTMENT DECISION IS A PERSONAL ONE, BASED ON ITS FINANCIAL CIRCUMSTANCES, NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER A MEMBER SHOULD TENDER SHARES PURSUANT TO THE OFFER.  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE NOTICE OF INTENT TO TENDER.  IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
 
BECAUSE THIS OFFER IS LIMITED AS TO THE NUMBER OF SHARES ELIGIBLE TO PARTICIPATE, NOT ALL SHARES TENDERED FOR PURCHASE BY MEMBERS MAY BE ACCEPTED FOR PURCHASE BY THE COMPANY.  THIS MAY OCCUR, FOR EXAMPLE, WHEN ONE OR MORE LARGE INVESTORS (INCLUDING AFFILIATES OF THE ADVISER) SEEKS TO TENDER A SIGNIFICANT NUMBER OF SHARES OR WHEN A LARGE NUMBER OF INVESTORS TENDER SIMULTANEOUSLY.
 
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.  ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
 
 
2

 
 
Questions, requests for assistance and requests for additional copies of the Offer may be directed to BNY Mellon Investment Servicing.
 
BNY Mellon Investment Servicing
 
PO Box 9861
 
Providence, RI 02940-5078
 
Phone:  (855) 631-5474
 
Fax:  (508) 599-4150

You may also direct questions or requests for assistance to your financial consultant.
 

 
 
 
 

 
 
3

 
 
TABLE OF CONTENTS
 
 
1.
SUMMARY TERM SHEET
1
     
2.
BACKGROUND AND PURPOSE OF THE OFFER
3
     
3.
OFFER TO PURCHASE AND PRICE
4
     
4.
AMOUNT OF TENDER
4
     
5.
PROCEDURE FOR TENDERS
5
     
6.
WITHDRAWAL RIGHTS
6
     
7.
PURCHASES AND PAYMENT
6
     
8.
CERTAIN CONDITIONS OF THE OFFER
7
     
9.
CERTAIN INFORMATION ABOUT THE COMPAN
8
     
10.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
9
     
11.
MISCELLANEOUS
10

 
 
 
 

 
 
 

 

1.
SUMMARY TERM SHEET.
 
This Summary Term Sheet highlights certain information concerning this Offer.  To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, please read carefully the entire Offer and the related Notice of Intent to Tender.  Section references are to this Offer.
 
·
The Company (referred to as “we” or the “Company” in this Summary of Terms) is offering to purchase up to 25% of its outstanding Multi-Strategy Series G Shares.  We will purchase your Shares at their unaudited net asset value per Share (that is, the value of assets minus its liabilities, divided by the number of Shares outstanding) determined as of the Valuation Date (as defined below).  This Offer will remain open until 11:59 p.m., New York time, on July 25, 2016 unless the Offer is extended.  All determinations as to the receipt of notices from Shareholders relating to the tender of Shares, including, without limitation, determinations whether to excuse or waive certain variations from relevant procedural requirements, will be in the sole discretion of the Company or its designated agents, and any such determination will be final.  The net asset value will be calculated for this purpose as of September 30, 2016 or, if the Offer is extended, as of the last business day of the second month following the month in which the Offer actually expires (the “Valuation Date”).
 
·
The Company reserves the right to adjust the Valuation Date to correspond with any extension of the Offer.
 
·
You may tender your Shares (defined as a specific dollar value) up to an amount such that you maintain the minimum required account balance of $25,000 (or any lower amount equal to your initial subscription amount net of placement fees) after the purchase of Shares.  If you tender Shares and we purchase those Shares, we will issue you a non-interest bearing, non-transferable promissory note (the “Note”) entitling you to an amount equal to the unaudited net asset value of the Shares tendered determined as of September 30, 2016 (or if the Offer is extended, as of the Valuation Date) (valued in either case within 30 days thereafter in accordance with the LLC Agreement).
 
·
The Note will be held for you in your account with your authorized placement agent designated for that purpose and will entitle you to a payment in cash and/or securities (valued according to the LLC Agreement) equal to the unaudited net asset value of your Shares accepted for purchase by the Company to be paid (so long as you have tendered less than 95% of your Shares) within 30 days after the relevant Valuation Date or, if Multi-Strategy Series G has requested withdrawals of capital from any investment funds in order to fund the purchase of Shares, within 10 business days after it has received at least 90% of the aggregate amount withdrawn from such investment funds.  If you tender 95% or more of your Shares for purchase, you will receive a Note that provides for a two-step payment whereby at least 95% of the amount due will be paid within the time periods set forth in the preceding sentence, and the remaining amount due generally will be paid within 90 days of the Valuation Date.  Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.  If you wish to receive a copy of your Note, you may call BNY Mellon Investment Servicing at BNY Mellon Investment Servicing at (855) 631-5474 to request that a copy be sent to you by mail.
 
 
 
1

 
 
·
If you tender only a portion of your Shares, you will be required to maintain an account balance equal to at least $25,000 (or any lower amount equal to your initial subscription amount net of placement fees).  In addition to those circumstances described in Section 8 in which the Company is not required to accept tendered Shares, we reserve the right to purchase less than the amount you tender if the purchase would cause your account to have less than the required minimum balance.  See Section 4.
 
·
If we accept all or a portion of the Shares you tender, we will pay you the proceeds from one or more of the following sources:  cash on hand, withdrawals of capital from the investment funds in which Multi-Strategy Series G is invested, the proceeds of the sale of portfolio securities, or borrowings (which we do not intend to do).  See Section 7.
 
·
Following this Summary Term Sheet is a formal notice of our Offer to purchase your Shares.  If you desire to tender Shares for purchase, you must do so by 11:59 p.m., New York time, on July 25, 2016.  Until that time, you have the right to change your mind and withdraw any tenders of your Shares.  Shares withdrawn prior to July 25, 2016 may be re-tendered by following the tender procedures before the Offer expires (including any extension period).  After July 25, 2016, the Company in its discretion may permit the withdrawal of tenders at any time prior to the Valuation Date.  See Section 6.
 
·
If you would like us to purchase all or some of your Shares, you should complete, sign and either (i) U.S. Post Office mail (via certified mail return receipt requested) or otherwise deliver a Notice of Intent to Tender to SkyBridge Capital c/o BNY Mellon Investment Servicing, PO Box 9861, Providence, RI 02940-5078; or (ii) via private overnight service to SkyBridge Capital c/o BNY Mellon Investment Servicing, 4400 Computer Drive, Westborough, MA 01581; or (iii) fax it to BNY Mellon Investment Servicing at (508) 599-4150, so that it is received before 11:59 p.m., New York time, on Monday, July 25, 2016.  IF YO­U CHOOSE TO FAX THE NOTICE OF INTENT TO TENDER, YOU SHOULD MAIL THE ORIGINAL NOTICE OF INTENT TO TENDER TO BNY MELLON INVESTMENT SERVICING PROMPTLY AFTER YOU FAX IT (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 11:59 P.M., NEW YORK TIME, ON MONDAY, JULY 25, 2016).  Note that, notwithstanding the foregoing, certain Shareholders may be required to deliver their Notice of Intent to Tender to their financial consultant (instead of directly to BNY Mellon Investment Servicing).  All Shareholders tendering Shares should carefully review their Notice of Intent to Tender and follow the delivery instructions therein.  See Section 5.  The value of your Shares may change between April 29, 2016 (the last date for which net asset values were calculated) and September 30, 2016, the date for which the net asset value of your investment will be determined for purposes of calculating the purchase price for your Shares.  See Section 3.
 
 
 
2

 
 
As of April 29, 2016, Multi-Strategy Series G’s unaudited net asset value per Share was $1,091.727.  If you would like to obtain the estimated net asset value of your Shares, which we calculate from time to time based upon the information we receive from the managers of the investment funds in which Multi-Strategy Series G is invested, you may contact BNY Mellon Investment Servicing, PO Box 9861 Providence, RI 02940-5078 or (855) 631-5474, Monday through Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00 p.m., New York time.  See Section 3.
 
2.
BACKGROUND AND PURPOSE OF THE OFFER.
 
The purpose of this Offer is to provide liquidity to the Shareholders who hold Shares of the Company, as contemplated by and in accordance with the procedures set out in the Company’s most recent Prospectus (the “Prospectus”) and the LLC Agreement.  The Prospectus and the LLC Agreement, which were provided to each Shareholder in advance of subscribing for Shares, provide that the board of directors of the Company (the “Board of Directors”) has the discretion to determine whether the Company will purchase Shares from time to time from Shareholders pursuant to written tenders.  The Prospectus also states that the Company’s investment adviser, SkyBridge Capital II, LLC (the “Adviser”), expects to recommend to the Board of Directors that the Company purchase Shares from Shareholders quarterly each year on the last business day of March, June, September and December.  The Company has offered to purchase Shares from the Shareholders on a regular basis, commencing June 30, 2003.
 
Because there is no secondary trading market for Shares and transfers of Shares are prohibited without prior approval of the Company, the Board of Directors has determined to cause the Company to make this Offer, after consideration of various matters, including but not limited to those set out in the Prospectus and the recommendation of the Adviser.  The Adviser expects to recommend to the Board of Directors that the Company offer to purchase Shares on a quarterly basis each year, but the Board of Directors may determine not to accept such recommendations from time to time.
 
The purchase of Shares pursuant to the Offer will have the effect of increasing the proportionate interest in Multi-Strategy Series G of Shareholders who do not tender their Shares.  Shareholders who retain their Shares may be subject to increased risks due to the reduction in the net assets resulting from payment for the Shares tendered.  These risks include the potential for greater volatility due to decreased diversification.  A reduction in the net assets of Multi-Strategy Series G (and thereby the Company as a whole) may result in Shareholders who do not tender Shares bearing higher costs to the extent that certain expenses borne by the Company are relatively fixed and may not decrease if assets decline.  These effects may be reduced or eliminated to the extent that additional subscriptions for Shares are made by new and existing Shareholders from time to time.  Payment for Shares purchased pursuant to this Offer may also require Multi-Strategy Series G to liquidate portfolio holdings earlier than the Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses or increased investment-related expenses.
 
Shares that are tendered to the Company in connection with the Offer will be retired, although the Company may issue additional Shares from time to time in accordance with the Prospectus.  The Company currently expects that it will accept subscriptions for Shares as of the first business day of each calendar month, but is under no obligation to do so, and may do so more frequently as determined by the Adviser (acting pursuant to administrative authority delegated by the Board of Directors).
 
 
3

 
 
The tender of Shares by a Shareholder will not affect the record ownership of such Shareholder for purposes of voting or entitlement to any distributions payable by the Company unless and until such Shares are actually purchased.  Also realize that although the Offer expires on July 25, 2016, you remain a Shareholder of the Company with respect to the Shares you tendered that are accepted for purchase by the Company through September 30, 2016, the date for which the net asset value of your Shares is calculated.
 
3.
OFFER TO PURCHASE AND PRICE.
 
The Offer is for up to 25% of the Company’s outstanding Multi-Strategy Series G Shares.  The Company will, on the terms and subject to the conditions of the Offer, purchase Shares that are tendered by Shareholders by 11:59 p.m., New York time, on Monday, July 25, 2016 (the “Initial Repurchase Deadline”), and not withdrawn (as provided in Section 6 below), or such later date as corresponds to any extension of the Offer.  The later of the Initial Repurchase Deadline or the latest time and date to which the Offer is extended is the Repurchase Deadline.  The Company reserves the right to extend, amend or cancel the Offer as described in Sections 4 and 8 below.  The purchase price of Shares tendered will be their unaudited net asset value per Share as of September 30, 2016 or, if the Offer is extended, as of the last business day of the second month following the month in which the Offer expires (such time and date, the “Valuation Date”), payable as set out in Section 7.  As of the close of business April 29, 2016, the unaudited net asset value of Multi-Strategy Series G was $6,757,666,492.81 (with an unaudited net asset value per Share of $1,091.727).
 
4.
AMOUNT OF TENDER.
 
Subject to the limitations set out below, Shareholders may tender their Shares (defined as a specific dollar value) up to an amount such that they maintain the minimum required account balance of $25,000 (or any lower amount equal to a Shareholder’s Initial subscription amount net of placement fees) after the purchase of Shares.  If a Shareholder tenders an amount that would cause the Shareholder’s account balance to fall below the required minimum, the Company reserves the right to reduce the amount to be purchased from such Shareholder so that the required minimum balance is maintained or to purchase all of the Shareholder’s Shares.  The Offer is being made to all Shareholders of the Company and is not conditioned on any minimum amount of Shares being tendered.
 
If the amount of Shares that are properly tendered pursuant to the Offer and not withdrawn pursuant to Section 6 below is less than or equal to 25% of its outstanding Multi-Strategy Series G Shares (or such greater amount as the Company may elect to purchase pursuant to the Offer), the Company will, on the terms and subject to the conditions of the Offer, purchase all of the Shares so tendered unless the Company elects to cancel or amend the Offer, or postpone acceptance of tenders made pursuant to the Offer, as provided in Section 8 below.  
 
 
4

 
 
If more than 25% of its outstanding Multi-Strategy Series G Shares are duly tendered to the Company prior to the expiration of the Offer and not withdrawn pursuant to Section 6 below, the Company will in its sole discretion either (a) accept the additional Shares permitted to be accepted pursuant to Rule 13e-4(f)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) increase the outstanding Shares that the Company is offering to purchase by up to two percent (2%) on the Repurchase Deadline; (c) extend the Offer, if necessary, and increase the amount of Shares that the Company is offering to purchase to an amount it believes sufficient to accommodate the excess Shares tendered as well as any Shares tendered during the extended Offer; or (d) accept a portion of the Shares tendered prior to or on the Repurchase Deadline for payment on a pro rata basis based on the aggregate net asset value of tendered Shares.  The unaccepted portion of any tender of Shares made by a Shareholder pursuant to this Offer shall not be automatically carried forward or given priority in connection with any future tender offer made by the Company, but any Shareholder that wishes to have the Company repurchase Shares that were not accepted for repurchase in connection with this Offer may again tender those Shares in connection with, and subject to the terms and conditions of, any future tender offer made by the Company.  The Offer may be extended, amended or canceled in various other circumstances described in Section 8 below.
 
5.
PROCEDURE FOR TENDERS.
 
Shareholders wishing to tender Shares pursuant to the Offer should send or deliver by July 25, 2016, a completed and executed Notice of Intent to Tender in accordance with the instructions on the first page of such Shareholder’s Notice of Intent to Tender.  The completed and executed Notice of Intent to Tender must be received by BNY Mellon Investment Servicing, either by mail or by fax, no later than 11:59 p.m., New York time, on July 25, 2016 (or if the Offer is extended, no later than the Repurchase Deadline).  If your Notice of Intent to Tender instructs you to deliver the form to your financial consultant (instead of directly to BNY Mellon Investment Servicing), please allow sufficient time for your financial consultant to deliver your Notice of Intent to Tender to BNY Mellon Investment Servicing by 11:59 p.m., New York time, July 25, 2016.
 
The Company recommends that all documents be submitted to BNY Mellon Investment Servicing (or your financial consultant, as applicable) via certified mail, return receipt requested, or by facsimile transmission.  A Shareholder choosing to fax a Notice of Intent to Tender must also send or deliver the original completed and executed Notice of Intent to Tender promptly thereafter.  Shareholders wishing to confirm receipt of a Notice of Intent to Tender may contact BNY Mellon Investment Servicing (or your financial consultant, as applicable).  The method of delivery of any documents is at the election and complete risk of the Shareholder tendering Shares including, but not limited to, the failure of BNY Mellon Investment Servicing (or your financial consultant, as applicable) to receive any Notice of Intent to Tender or other document submitted by facsimile transmission.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by the Company, in its sole discretion, and such determination will be final and binding.  The Company reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or the acceptance of or payment for which would, in the opinion of counsel for the Company, be unlawful.  The Company also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Share or any particular Shareholder, and the Company’s interpretation of the terms and conditions of the Offer will be final and binding.  Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company will determine.  Tenders will not be deemed to have been made until the defects or irregularities have been cured or waived.  None of the Company, the Adviser or the Board of Directors will be obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give such notice.
 
 
5

 
 
6.
WITHDRAWAL RIGHTS.
 
The Prospectus and the LLC Agreement provide that a tender of Shares may be withdrawn by a Shareholder at any time before 11:59 p.m., New York time, Monday, July 25, 2016.  After the Repurchase Deadline, the Company in its discretion may permit a withdrawal of Shares by a tendering member at any time prior to the Valuation Date.  To be effective, any notice of withdrawal must be timely received by BNY Mellon Investment Servicing or must be otherwise accepted by the Company prior to the Valuation Date.  A form to use to give notice of withdrawal of a tender is available by calling BNY Mellon Investment Servicing (or your financial consultant, as applicable).  All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Company, in its sole discretion, and such determination will be final and binding.  A tender of Shares properly withdrawn will not thereafter be deemed to be tendered for purposes of the Offer.  However, withdrawn Shares may be tendered again prior to the relevant Repurchase Deadline by following the procedures described in Section 5.
 
7.
PURCHASES AND PAYMENT.
 
For purposes of the Offer, the Company will be deemed to have accepted Shares that are tendered as, if and when it gives notice to the tendering Shareholder of its election to purchase such Shares.  As stated in Section 3 above, the purchase price of Shares tendered by any Shareholder will be the net asset value per Share thereof as of September 30, 2016, if the Offer expires on the Initial Repurchase Deadline, and otherwise the net asset value per Share thereof as of the last business day of the second month following the month in which the Offer expires.  The Company will not pay interest on the purchase price.
 
For each Shareholder who tenders Shares that are accepted for purchase, payment of the purchase price will consist of a Note, a non-interest-bearing, non-transferable promissory note entitling the Shareholder to receive payment in an amount equal to the unaudited net asset value of such Shares, determined as of the Valuation Date, which is expected to be on September 30, 2016.  For Shareholders who tender less than 95% of their shares for purchase, payment of this amount will be made within 30 days after the Valuation Date or, if Multi-Strategy Series G has requested withdrawals of its capital from any investment funds in order to fund the purchase of Shares, no later than 10 business days after Multi-Strategy Series G has received at least 90% of the aggregate amount withdrawn from such investment funds.  Shareholders that tender 95% or more of their Shares for repurchase will receive a Note that provides for a two-step payment - at least 95% of the amount due will be paid within the time periods set forth in the preceding sentence, and the remaining amount due will be paid within 90 days of the Valuation Date (unless the valuation date of such Shares has changed, or the Series has requested a withdrawal of its capital from the investment funds in which it invests and has not yet received at least 90% of the proceeds of such withdrawal).  This “hold-back” applicable to Shareholders who tender 95% or more of their shares for repurchase will be in the discretion of the Directors.  It is intended to allow a longer period in which modifications to the final Multi-Strategy Series G net asset value can be made, with corresponding adjustments in the value of Shares for purposes of subscriptions and repurchases.  Any such adjustments will be approved by the Company’s Board of Directors or made pursuant to procedures adopted by the Board of Directors.  Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.
 
 
6

 
 
Although the Company has retained the option to pay all or a portion of the purchase price by distributing securities, the purchase price will be paid entirely in cash except in the unlikely event that the Adviser determines that the distribution of securities is necessary to avoid or mitigate any material adverse effect of the Offer on the Company, Multi-Strategy Series G or on the Shareholders not tendering their Shares.
 
The Note pursuant to which a tendering Shareholder will receive payment with respect to purchased Shares will be held for the tendering Shareholder in the Shareholder’s account with his or her authorized placement agent designated for that purpose.  Any subsequent cash payment on the Note will be made by wire transfer directly to the same account.
 
The Company will make payment for Shares it purchases pursuant to the Offer from one or more of the following sources:  (a) cash on hand; (b) withdrawal of capital from the investment funds in which Multi-Strategy Series G is invested; (c) the proceeds of the sale of securities and portfolio assets held by Multi-Strategy Series G; and/or (d) possibly borrowings.  Upon its acceptance of tendered Shares for purchase, the Company will segregate with its custodian and maintain daily on its books a segregated account consisting of cash, liquid securities or interests in the investment funds that Multi-Strategy Series G has requested be withdrawn (or any combination of them) equal to the value of the unpaid amount estimated to be paid under any Note described above.  Neither the Company, the Board of Directors, nor the Adviser has determined at this time to borrow funds to purchase Shares tendered in connection with the Offer.  However, depending on the dollar amount of Shares tendered and prevailing general economic and market conditions, the Company, in its sole discretion, may decide to fund any portion of the purchase price, subject to compliance with applicable law, through borrowings.  If the Company funds any portion of the purchase price in that manner, it will deposit assets to serve as collateral for any amounts so borrowed in a special custody account with its custodian established for that purpose.  If the Company were to fail to repay any such amounts, the lender could be entitled to satisfy the Company’s obligations from the collateral deposited in the special custody account.  The Company expects that the repayment of any amounts so borrowed will be financed from additional funds contributed to the Company by existing and/or new Shareholders, withdrawal from the investment funds in which it has invested or from the proceeds of the sale of securities.
 
8.
CERTAIN CONDITIONS OF THE OFFER.
 
The Company reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by notifying Shareholders of such extension.  In the event that the Company so elects to extend the tender period, for the purpose of determining the purchase price for tendered Shares, the net asset value per Share will be determined as of the close of business on the last business day of the second month following the month in which the Offer expires.  
 
 
7

 
 
During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer.  The Company also reserves the right, at any time and from time to time up to and including acceptance of tenders pursuant to the Offer, to:  (a) cancel the Offer in the circumstances set out in the following paragraph and in the event of such cancellation not to purchase or pay for any Shares tendered pursuant to the Offer; (b) amend the Offer; and (c) postpone the acceptance of Shares.  If the Company determines to amend the Offer or to postpone the acceptance of Shares tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above and will promptly notify the Shareholders of Multi-Strategy Series G.
 
The Company may cancel the Offer, amend the Offer or postpone the acceptance of tenders made pursuant to the Offer if:  (a) Multi-Strategy Series G would not be able to liquidate portfolio securities in a manner that is orderly and consistent with its stated investment objectives and policies in order to purchase Shares tendered pursuant to the Offer; (b) there is, in the judgment of the Board of Directors, any (i) legal action or proceeding instituted or threatened challenging the Offer or otherwise materially adversely affecting the Company, (ii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State that is material to the Company, (iii) limitation imposed by federal or state authorities on the extension of credit by lending institutions, (iv) suspension of trading on any organized exchange or over-the-counter market where the Company or Multi-Strategy Series G has a material investment, (v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States that is material to the Company or Multi-Strategy Series G, (vi) material decrease in the net asset value of Multi-Strategy Series G  from the net asset value of Multi-Strategy Series G as of commencement of the Offer, or (vii) other event or condition that would have a material adverse effect on the Company, Multi-Strategy Series G or the Shareholders if Shares tendered pursuant to the Offer were purchased; or (c) the Board of Directors determines that it is not in the best interest of the Company to purchase Shares pursuant to the Offer.
 
9.
CERTAIN INFORMATION ABOUT THE COMPANY.
 
The Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified, management investment company offering its Shares in a single series designated as Multi-Strategy Series G.  It was organized as a Delaware limited liability company on August 16, 2002.  Subscriptions for Shares of the Company were first accepted for investment as of December 31, 2002.  The principal office of the Company is located at 527 Madison Avenue, 16th Floor, New York, New York 10022 and the telephone number is (212) 485-3100.  Shares are not traded on any established trading market and are subject to strict restrictions on transferability pursuant to the LLC Agreement.
 
 
 
8

 
 
Based on April 29, 2016 net asset values, the following persons own Shares equal in value to the following amounts:
 
Person
Multi-Strategy Series G Shares
Approximate Percentage of
Multi-Strategy Series G’s Net Capital
Adviser
$883,097.67
.01%
Charles Hurty (Director)
$0
0%
Steven Krull (Director)
$0
0%
Raymond Nolte (Director)
$530,770.20
Less than .01%
Joshua Weinreich (Director)
$0
0%

Other than those listed in the tables above, no person controlling the Company, or the Adviser nor any associate or majority-owned subsidiary of such person owns (directly or indirectly) Shares of the Company.  Unless otherwise noted, addresses for each of the persons listed above are provided in Item 3.
 
Other than the issuance of Shares by the Company in the ordinary course of business, there have been no transactions involving Shares that were effected during the past 60 days by the Company, the Adviser, any Director or any person controlling the Company, or the Adviser.
 
Neither the Company, the Adviser nor the Board of Directors has any plans or proposals that relate to or would result in:  (1) the acquisition by any person of additional Shares (other than the Company’s intention to accept subscriptions for Shares on the first business day of each calendar month and from time to time as described in Section 7 above), or the disposition of Shares (other than through periodic purchase offers, including this Offer); (2) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or Multi-Strategy Series G; (3) any material change in the present distribution policy or indebtedness or capitalization of the Company or Multi-Strategy Series G; (4) any change in the present Board of Directors or in the management of the Company including, but not limited to, any plans or proposals to change the number or the term of members of the Board of Directors, or to fill any existing vacancy on the Board of Directors or to change any material term of the employment contract of any executive officer; 5) a purchase, sale or transfer of a material amount of assets of the Company or Multi-Strategy Series G (other than as may be necessary or appropriate to fund all or a portion of the purchase price for Shares acquired pursuant to the Offer or in connection with the ordinary portfolio transactions of the Multi-Strategy Series G); (6) any other material change in the Company’s corporate structure or business, including any plans or proposals to make any changes in its investment policies, for which a vote would be required by Section 13 of the 1940 Act; or (7) any changes in the LLC Agreement or other governing instruments or other actions that could impede the acquisition of control of the Company.
 
10.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.
 
The following discussion is a general summary of certain U.S. federal income tax consequences of the purchase of Shares by the Company from Shareholders pursuant to the Offer.  Shareholders should consult their own tax advisors for a complete description of the tax consequences to them of a purchase of their Shares by the Company pursuant to the Offer.
 
 
9

 
 
In general, a Shareholder from whom Shares (held as capital assets) are purchased by the Company may realize a capital gain or loss in an amount equal to the difference between the amount realized and the Shareholder’s adjusted tax basis in the Shares.  Such gain or loss will be long-term or short-term, depending upon the Shareholder’s holding period for the Shares.  Generally, a Shareholder’s gain or loss will be a long-term gain or loss if the Shares have been held for more than one year.  A loss realized on a sale or exchange of Shares will be disallowed if such Shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the date on which the Shares are disposed of.  In such case, the basis of the Shares acquired will be adjusted to reflect the disallowed loss.  Notwithstanding the foregoing, however, note that in certain circumstances proceeds of a repurchase offer received by a Shareholder will be treated as a dividend paid to that Shareholder, rather than as amounts received in exchange for the tendered shares.
 
Under Treasury regulations, if a Shareholder recognizes a loss with respect to Shares in any single tax year of $2 million or more for an individual Shareholder or $10 million or more for a corporate Shareholder, the Shareholder will likely have to file with the Internal Revenue Service a disclosure statement on Form 8886.  Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
 
11.
MISCELLANEOUS.
 
The Offer is not being made to, nor will tenders be accepted from, Shareholders in any jurisdiction in which the Offer or its acceptance would not comply with the securities or other laws of such jurisdiction.  The Company is not aware of any jurisdiction in which the Offer or tenders pursuant thereto would not be in compliance with the laws of such jurisdiction.  However, the Company reserves the right to exclude Shareholders from the Offer in any jurisdiction in which it is asserted that the Offer cannot lawfully be made.  The Company believes such exclusion is permissible under applicable laws and regulations, provided the Company makes a good faith effort to comply with any state law deemed applicable to the Offer.
 
Multi-Strategy Series G is generally subject to certain tax-related requirements as to annual distributions of income and gain.  Pursuant to the Company’s automatic dividend reinvestment program, any such distribution is automatically invested in additional Shares except to the extent that the relevant Shareholder is no longer a Shareholder on the payment date of such distributions (i.e., because all Shares held by that Shareholder have been repurchased by the Company as of that date) in which case the Shareholder shall receive such distributions in cash.
 
The Company has filed an Issuer Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, which includes certain information relating to this Offer.  A free copy of such statement may be obtained by contacting BNY Mellon Investment Servicing at (855) 631-5474 or BNY Mellon Investment Servicing PO Box 9861, Providence, RI 02940-5078 or from the Securities and Exchange Commission’s internet web site, http://www.sec.gov.  A copy may be inspected and copied at, and for a fee may be obtained by mail from, the public reference office of the Securities and Exchange Commission at 100 F Street, N.E., Washington, DC 20549.
 
 
 
 
 10

  
EXHIBIT C
 
NOTICE OF INTENT TO TENDER
 
Regarding
 
MULTI-STRATEGY SERIES G SHARES
 
of
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC

 
Tendered Pursuant to the Offer to Purchase Dated June 24, 2016
 
THIS NOTICE OF INTENT TO TENDER MUST BE
RECEIVED BY BNY MELLON INVESTMENT SERVICING BY MONDAY, JULY 25, 2016.
 
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 11:59 P.M., NEW YORK TIME, ON MONDAY,
JULY 25, 2016, UNLESS THE OFFER IS EXTENDED.
 
Complete this Notice of Intent to Tender and Return or Deliver via U.S. Post Service mail to:
 
SkyBridge Capital c/o
BNY Mellon Investment Servicing
PO Box 9861
Providence, RI 02940-5078

or via overnight private shipping service to:
 
SkyBridge Capital c/o
BNY Mellon Investment Servicing
4400 Computer Drive
Westborough, MA 01581

 
For additional information:
 
Phone:  (855) 631-5474

Fax:  (508) 599-4150

 
You may also direct questions to your financial consultant.
 

 
 
 
1

 
  
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC
 
Ladies and Gentlemen:
 
The undersigned hereby tenders to SkyBridge Multi-Adviser Hedge Fund Portfolios LLC, a closed-end, non-diversified, management investment company organized under the laws of the State of Delaware (the “Company”), the shares of limited liability company interests in the Company (“Shares”) (such Shares designated as “Multi-Strategy Series G” Shares) held by the undersigned, described and specified below, on the terms and conditions set out in the Offer to Purchase, dated June 24, 2016 (“Offer”), receipt of which is hereby acknowledged, and in this Notice of Intent to Tender.  THE OFFER AND THIS NOTICE OF INTENT TO TENDER ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET OUT IN THE OFFER, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE COMPANY TO REJECT ANY AND ALL TENDERS DETERMINED BY IT, IN ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.
 
The undersigned hereby sells to the Company the Shares tendered pursuant to this Notice of Intent to Tender.  The undersigned warrants that it has full authority to sell the Shares tendered hereby and that the Company will acquire good title to the Shares, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to this sale, and not subject to any adverse claim, when and to the extent the Shares are purchased by the Company.  Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.
 
The undersigned recognizes that under certain circumstances set out in the Offer, the Company may not be required to purchase the Shares tendered hereby.
 
A promissory note for the purchase price will be held in the undersigned’s account with his or her authorized placement agent designated for this purpose.  Subsequently, any cash payment of the purchase price for the Shares tendered by the undersigned will be made by wire transfer to the same account.  The undersigned understands that the purchase price will be based on the unaudited net asset value per Share as of September 30, 2016, or, if the Offer is extended, such later date as described in Section 3 of the Offer to Purchase.  The undersigned further understands that in the unlikely event any payment for the Shares tendered hereby is in the form of marketable securities, such payment will be made by means of a special arrangement between the undersigned and the Company, separate from this Notice of Intent to Tender and the Offer.
 
All authority conferred or agreed to be conferred in this Notice of Intent to Tender will survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder will be binding on the heirs, personal representatives, successors and assigns of the undersigned.  Except as stated in Section 6 of the Offer to Purchase, this tender is irrevocable.  A form to use to give notice of withdrawal of a tender is available upon request.
 
INSTRUCTIONS TO TENDERING MEMBER:  PLEASE FAX OR MAIL VIA U.S. POST SERVICE IN THE ENCLOSED POSTAGE PAID ENVELOPE TO:  SKYBRIDGE CAPITAL C/O BNY MELLON INVESTMENT SERVICING, PO BOX 9861, PROVIDENCE RI 02940-5078; OR VIA PRIVATE OVERNIGHT SERVICE TO SKYBRIDGE CAPITAL C/O BNY MELLON INVESTMENT SERVICING, 4400 COMPUTER DRIVE, WESTBOROUGH, MA 01581.
 
 
 
 
2

 
 
FOR ADDITIONAL INFORMATION:  PHONE (855) 631-5474  FAX:  (508) 599-4150.  IF THE MEMBER CHOOSES TO FAX THE NOTICE OF INTENT TO TENDER, IT SHOULD MAIL THE ORIGINAL NOTICE OF INTENT TO TENDER TO BNY MELLON INVESTMENT SERVICING PROMPTLY AFTER IT IS FAXED (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 11:59 P.M., NEW YORK TIME, ON MONDAY, JULY 25, 2016).
 
 
PART 1.
NAME AND ADDRESS (PLEASE COMPLETE; JOINT OWNERS SHOULD COMPLETE FOR EACH):
 
Name of Shareholder:  _______________________________________________
 
Social Security No.
or Taxpayer
 
Identification No.:
__________________
 
 
Telephone Number:
__________________
Name of Joint Shareholder:  __________________________________________
 
Social Security No.
or Taxpayer
 
Identification No.:
__________________
 
 
Telephone Number:
__________________
 
 
PART 2.
SHARES BEING TENDERED (PLEASE SPECIFY
 
DOLLAR AMOUNT):
 
Such tender is with respect to (specify one):
 
 
o
All of the undersigned’s Shares.
 
 
o
A portion of the undersigned’s Shares expressed as a specific dollar amount.
 
$ __________
 
A minimum account balance of $25,000 (or any lower amount equal to a Shareholder’s initial subscription amount net of placement fees) must be maintained after taking into account this tender (the “Required Minimum Balance”).  The undersigned understands and agrees that if the undersigned tenders an amount that would cause the undersigned’s account balance to fall below the Required Minimum Balance, the Company may reduce the amount to be purchased from the undersigned so that the Required Minimum Balance is maintained.
  
 
3

 
  
PART 3.
PAYMENT.
 
CASH PAYMENT
 
Cash payments will be wire transferred to the account from which the undersigned’s most recent subscription funds were debited.  Please confirm that account number:
 
 
Account Number
  
Cash payments will be paid only to the registered account holders.  Please note that no third party payments will be made
 
PROMISSORY NOTE
 
The promissory note will be held in the undersigned’s account referenced above.  A copy may be requested by calling (855) 631-5474 and, upon request, will be mailed to the undersigned to the address of the undersigned as maintained in the books and records of the Company.
 
PART 4.
SIGNATURE(S).  If joint ownership, all parties must sign.  If fiduciary, partnership or corporation, indicate title of signatory under signature lines.
 
 
     
Signature
(SIGNATURE SHOULD APPEAR EXACTLY AS ON YOUR SUBSCRIPTION AGREEMENT)
 
Signature
(SIGNATURE SHOULD APPEAR EXACTLY AS ON YOUR SUBSCRIPTION AGREEMENT)
     
     
Print Name of Shareholder
 
Print Name of Shareholder
     
     
Title (if applicable)
 
Title (if applicable)
     
Date:  ______________
 
Date:  ______________
 
 

 
 
4

 
  
 
NOTICE OF INTENT TO TENDER
 
Regarding
 
MULTI-STRATEGY SERIES G SHARES
 
of
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
FOR CLIENTS OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 
Tendered Pursuant to the Offer to Purchase Dated June 24, 2016
 
YOUR MERRILL LYNCH FINANCIAL ADVISOR/PORTFOLIO MANAGER MUST SUBMIT THIS NOTICE OF INTENT TO TENDER FOR PROCESSING BY 11:59 P.M., NEW YORK TIME ON MONDAY, JULY 25, 2016.
 
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 11:59 P.M., NEW YORK TIME, ON MONDAY,
JULY 25, 2016, UNLESS THE OFFER IS EXTENDED.
 
Should you wish to participate in this Offer, please contact your Merrill Lynch Financial Advisor/Portfolio Manager who will enter the order and provide you with a customized Notice of Intent to Tender for your account.  The Notice of Intent to Tender generated for your account will need to be signed and returned or delivered to your Merrill Lynch Financial Advisor/Portfolio Manager.
 

 
For additional information call your Merrill Lynch Financial Advisor/Portfolio Manager.
 

 

 
 
1

 
  
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC
 
Ladies and Gentlemen:
 
The undersigned hereby tenders to SkyBridge Multi-Adviser Hedge Fund Portfolios LLC, a closed-end, non-diversified, management investment company organized under the laws of the State of Delaware (the “Company”), the shares of limited liability company interests in the Company (“Shares”) (such Shares designated as “Multi-Strategy Series G” Shares) held by the undersigned, described and specified below, on the terms and conditions set out in the Offer to Purchase, dated June 24, 2016 (“Offer”), receipt of which is hereby acknowledged, and in this Notice of Intent to Tender.  THE OFFER AND THIS NOTICE OF INTENT TO TENDER ARE SUBJECT TO ALL THE TERMS AND CONDITIONS SET OUT IN THE OFFER, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE RIGHT OF THE COMPANY TO REJECT ANY AND ALL TENDERS DETERMINED BY IT, IN ITS SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.
 
The undersigned hereby sells to the Company the Shares tendered pursuant to this Notice of Intent to Tender.  The undersigned warrants that it has full authority to sell the Shares tendered hereby and that the Company will acquire good title to the Shares, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations relating to this sale, and not subject to any adverse claim, when and to the extent the Shares are purchased by the Company.  Upon request, the undersigned will execute and deliver any additional documents necessary to complete the sale in accordance with the terms of the Offer.
 
The undersigned recognizes that under certain circumstances set out in the Offer, the Company may not be required to purchase the Shares tendered hereby.
 
A promissory note for the purchase price will be held in the undersigned’s account with his or her authorized placement agent designated for this purpose.  Subsequently, any cash payment of the purchase price for the Shares tendered by the undersigned will be made by wire transfer to the same account.  A copy of the promissory note may be requested by calling your Merrill Lynch Financial Advisor/Portfolio Manager or BNY Mellon Investment Servicing at (855) 631-5474, and will be mailed to the undersigned to the address of the undersigned as maintained in the books and records of the Company.  The undersigned understands that the purchase price will be based on the unaudited net asset value per Share as of September 30, 2016, or, if the Offer is extended, such later date as described in Section 3 of the Offer to Purchase.  The undersigned further understands that in the unlikely event any payment for the Shares tendered hereby is in the form of marketable securities, such payment will be made by means of a special arrangement between the undersigned and the Company, separate from this Notice of Intent to Tender and the Offer.
 
All authority conferred or agreed to be conferred in this Notice of Intent to Tender will survive the death or incapacity of the undersigned and the obligation of the undersigned hereunder will be binding on the heirs, personal representatives, successors and assigns of the undersigned.  Except as stated in Section 6 of the Offer to Purchase, this tender is irrevocable.  A form to use to give notice of withdrawal of a tender is available upon request.
 
  
 
2

 
 
INSTRUCTIONS TO TENDERING MEMBER:  PLEASE CONTACT YOUR MERRILL LYNCH FINANCIAL ADVISOR/PORTFOLIO MANAGER WHO WILL ENTER THE TENDER ORDER AND PROVIDE YOU WITH A CUSTOMIZED NOTICE OF INTENT TO TENDER FOR YOUR ACCOUNT.  THE NOTICE OF INTENT TO TENDER GENERATED FOR YOUR ACCOUNT WILL NEED TO BE SIGNED AND RETURNED OR DELIVERED TO YOUR MERRILL LYNCH FINANCIAL ADVISOR/PORTFOLIO MANAGER.  FOR ADDITIONAL INFORMATION, CALL YOUR MERRILL FINANCIAL ADVISOR/PORTFOLIO MANAGER.  IF THE MEMBER CHOOSES TO FAX THE SIGNED NOTICE OF INTENT TO TENDER (OR OTHERWISE DELIVER NOT IN ORIGINAL FORM), IT SHOULD MAIL THE ORIGINAL NOTICE OF INTENT TO TENDER TO ITS MERRILL FINANCIAL ADVISOR/PORTFOLIO MANAGER PROMPTLY AFTER IT IS INITIALLY DELIVERED (ALTHOUGH THE ORIGINAL DOES NOT HAVE TO BE RECEIVED BEFORE 11:59 P.M., NEW YORK TIME, ON MONDAY, JULY 25, 2016).
 
 
 
 
 
 
 
3

 
      
Tender Offer Request
Order Form - U.S. Investors
Document #:
Client Account:
Prod #/UST CAI  #:
Client Name:
   


Instructions for Submitting a Request for a Tender Offer for Alternative Investments at Bank of America
 
After discussing the terms of the tender offer or redemption request with the client, the Financial Advisor, Portfolio Manager or registered representative (each, an “Investment Professional”) needs to:
 
 
1. 
REVIEW CLIENT information
Review all pages of this document for accuracy and completeness.
 
 
2.
REVIEW with your CLIENT
Ensure your client understands, verifies and completes all sections of this document.
 
 
3.
SIGN and DATE
YOUR CLIENT MUST sign and date the document. (For fiduciary accounts: Instructions for signing requirements are included in the offering kits of each Fund).
 
 
4. 
SCAN to your desktop, SUBMIT through the Alternative Investments Processing Center
Scan the completed and signed document to your desktop and submit it through the Dashboard on the Alternative Investments Website.

Financial Advisor/Portfolio Manager Attestation
 
Name:
 
          
Production # /
Common Associate ID:
   
Phone Number:
 
              
The undersigned Investment Professional hereby certifies that the client is known to and is a client of the Investment Professional, and has had substantive discussions with the client regarding the client’s investment objectives. The Investment Professional confirms that he/she has a reasonable basis for believing (i) that any and all of the representations made by the client in the Tender Offer / Redemption Request are true and correct, (ii) based on information obtained from the client concerning the client’s investment objectives, other investments, financial situation and needs, and any other information known to the Investment Professional, that a tender, redemption or withdrawal from the Fund is suitable for the client, and (iii) that the client’s contact information on record with the selling agent and as noted on this Tender Offer / Redemption Request is true and correct.
 
The Investment Professional confirmed that the client is aware of the financial terms and risks applicable to a tender, redemption or withdrawal from the Fund and the specific class(es) and series of units or shares (or other form of interest) issued by each Fund in which the client currently invests.
 
Investment
Professional Signature:
   
Date:
 
 
1 of 3
TENDER_US_v2.0
 
 

 
 
Document #:
Client Account:
Prod #/UST CAI #:
Client Name:
   
 
Client(s) /Account Details

Client’s Name(s):
 
           
Account Classification:
 
           
Client Account:
   
Social Security # / Tax ID:
   
 
         
Primary Address for
 
Fund Registration:          
   
           
   
           
   
           
   
           
   
           

Request Tender / Redemption Details
 
Fund Name
 
 
Effective Date
Cut-off Date
Channel
Tender Type
Units (If Partial)
         
      o Full               o Partial  
 
 

Payment - Cash

Cash payment due pursuant to this request will be made directly to Merrill Lynch, Pierce, Fenner & Smith, Inc. or U.S. Trust, as indicated above, who will facilitate the distribution of proceeds into the undersigned’s account.








Document #:
Client Account:
Prod #/UST CAI #:
Client Name:
  2 of 3
TENDER_US_v2.0
 
 

 
             
Document #:
Client Account:
Prod #/UST CAI #:
Client Name:
   
           
Signature
          
The Undersigned acknowledges that this request is subject to all of the terms and conditions set forth in the Offer and the Letter of Transmittal and all capitalized terms used herein have the meaning as defined in the Offer. Except as stated in the Offer, this request is irrevocable. The Undersigned acknowledges the absolute right of the Fund to reject any and all tenders determined by Fund, in its sole discretion, not to be in the appropriate form. The Undersigned represents that the Undersigned is the beneficial owner of the Interests in the Fund to which this request, or that the person signing this request is an authorized representative of the redeeming investor.
                        
Internal Revenue Code Certification
 
The Undersigned hereby represents, warrants and certifies as follows (a) under penalties of perjury, by signature below, the Undersigned certifies that the Social Security/Taxpayer ID Number set forth in these Signature Pages is the true, correct and complete Social Security/Taxpayer ID Number of the Undersigned, and the Undersigned is a “United States person” (as defined in Section 7701(a)(30) of the Code) including a U.S. resident alien, (b) under penalties of perjury, by signature below, the Undersigned certifies that the Undersigned is not subject to backup withholding because (i) the Undersigned is exempt from backup withholding, (ii) the Undersigned has not been notified by the Internal Revenue Service that the Undersigned is subject to backup withholding , or (iii) the Internal Revenue Service has notified the Undersigned that the Undersigned is no longer subject to backup withholding, (c) the Undersigned agrees to notify their Investment Professional within 30 days of any change in the information set forth above.
 
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
 
 
Signature 1:    Required
             
Signature:
   
Date:
 
             
Signer’s Name:
    Title:  
  (please print)            
             
             
Signature 2:
           
             
Signature:
   
Date:
 
             
Signer’s Name:
   
Title:
 
  (please print)
           
 

 
 
 
 
 
Document #:
Client Account:
Prod #/UST CAI #:
Client Name:
  3 of 3
TENDER_US_v2.0

 
EXHIBIT D
 
NOTICE OF WITHDRAWAL OF TENDER
 
Regarding
 
MULTI-STRATEGY SERIES G SHARES
 
of
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
 
Tendered Pursuant to the Offer to Purchase
Dated June 24, 2016
 
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND THIS NOTICE OF WITHDRAWAL OF TENDER MUST BE
RECEIVED BY BNY MELLON INVESTMENT SERVICING BY, 11:59 P.M., NEW YORK
TIME, ON MONDAY, JULY 25, 2016, UNLESS THE OFFER IS
EXTENDED OR THE COMPANY PERMITS A LATER WITHDRAWAL.
 
Complete this Notice of Intent to Tender and Return or Deliver via U.S. Post Service mail to:
 
SkyBridge Capital c/o
BNY Mellon Investment Servicing
PO Box 9861
Providence, RI 02940-5078

or via overnight private shipping service to:
 
SkyBridge Capital c/o
BNY Mellon Investment Servicing
4400 Computer Drive
Westborough, MA 01581

 
For additional information:
 
Phone:  (855) 631-5474

Fax:  (508) 599-4150

You may also direct questions to your financial consultant.
 
 
 
 

 
  
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC

Ladies and Gentlemen:

The undersigned wishes to withdraw the previously submitted notice of the undersigned’s intent to tender its Shares of SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (the “Company”) for purchase by the Company that previously were submitted by the undersigned in a Notice of Intent to Tender dated ____________.  IF THIS WITHDRAWAL NOTICE IS TIMELY RECEIVED IN ACCORDANCE WITH ITS ACCOMPANYING INSTRUCTIONS (OR THE COMPANY IN ITS DISCRETION PERMITS A LATER WITHDRAWAL), THE IDENTIFIED SHARES PREVIOUSLY SUBMITTED FOR TENDER WILL NOT BE REPURCHASED BY THE COMPANY.
 
Such tender was in the amount of (specify one):
 
 
o
All of the undersigned’s Shares.
 
o
A portion of the undersigned’s Shares expressed as a specific dollar amount.
 
$_______________
 
NAME AND ADDRESS (PLEASE COMPLETE; JOINT OWNERS SHOULD COMPLETE FOR EACH):
 
Name of Shareholder:  ___________________________________________________
 
Social Security No.
or Taxpayer
Identification No.:   __________________
 
Telephone Number: __________________
 
Name of Joint Shareholder:______________________________________________
 
Shareholder Account No.:__________________
 
Telephone Number:__________________
 
 
The undersigned recognizes that upon the submission on a timely basis (or later submission with acceptance by the Company) of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Company upon expiration of the tender offer described above.
 
SIGNATURE(S).  If joint ownership, all parties must sign.  If fiduciary, partnership or corporation, indicate title of signatory under signature lines.
 
 
 
2

 
 
     
Signature
(SIGNATURE SHOULD APPEAR EXACTLY AS ON YOUR SUBSCRIPTION AGREEMENT)
 
Signature
(SIGNATURE SHOULD APPEAR EXACTLY AS ON YOUR SUBSCRIPTION AGREEMENT)
     
     
Print Name of Shareholder
 
Print Name of Shareholder
     
     
Title (if applicable)
 
Title (if applicable)
     
Date:  ______________
 
Date:  ______________
 

 
 
3

 
  

NOTICE OF WITHDRAWAL OF TENDER
 
Regarding
 
MULTI-STRATEGY SERIES G SHARES
 
of
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
FOR CLIENTS OF MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 
Tendered Pursuant to the Offer to Purchase
Dated June 24, 2016
 
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT, AND YOUR MERRILL LYNCH FINANCIAL ADVISOR/PORTFOLIO MANAGER MUST SUBMIT THIS NOTICE OF WITHDRAWAL FOR PROCESSING BY, 11:59 P.M., NEW YORK
TIME, ON MONDAY, JULY 25, 2016, UNLESS THE OFFER IS
EXTENDED OR THE COMPANY PERMITS A LATER WITHDRAWAL.
 
Complete this Notice of Withdrawal of Tender and Return or Deliver to your Merrill Financial Advisor/Portfolio Manager:
 
For additional information call your Merrill Financial Advisor/Portfolio Manager.
 
 
 
1

 
    
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC

Ladies and Gentlemen:

The undersigned wishes to withdraw the previously submitted notice of the undersigned’s intent to tender its Shares of SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (the “Company”) for purchase by the Company that previously were submitted by the undersigned in a Notice of Intent to Tender dated ____________.  IF THIS WITHDRAWAL NOTICE IS TIMELY RECEIVED IN ACCORDANCE WITH ITS ACCOMPANYING INSTRUCTIONS (OR THE COMPANY IN ITS DISCRETION PERMITS A LATER WITHDRAWAL), THE IDENTIFIED SHARES PREVIOUSLY SUBMITTED FOR TENDER WILL NOT BE REPURCHASED BY THE COMPANY.
 
Such tender was in the amount of (specify one):
 
 
 
o
All of the undersigned’s Shares.
 
 
 
o
A portion of the undersigned’s Shares.
 
 
_______________ Shares
 
NAME AND ADDRESS (PLEASE COMPLETE; JOINT OWNERS SHOULD COMPLETE FOR EACH):
 
Name of Shareholder:  ___________________________________________________
 
Social Security No.
or Taxpayer
Identification No.:__________________
 
Telephone Number:__________________
 
Name of Joint Shareholder:  ___________________________________________________
 
Shareholder Account No.:__________________
 
Telephone Number:__________________
 
The undersigned recognizes that upon the submission on a timely basis (or later submission with acceptance by the Company) of this Notice of Withdrawal of Tender, properly executed, the Shares previously tendered will not be purchased by the Company upon expiration of the tender offer described above.
 
SIGNATURE(S).  If joint ownership, all parties must sign.  If fiduciary, partnership or corporation, indicate title of signatory under signature lines.
 
 
 
2

 

 
     
Signature
(SIGNATURE SHOULD APPEAR EXACTLY AS ON YOUR SUBSCRIPTION AGREEMENT)
 
Signature
(SIGNATURE SHOULD APPEAR EXACTLY AS ON YOUR SUBSCRIPTION AGREEMENT)
     
     
Print Name of Shareholder
 
Print Name of Shareholder
     
     
Title (if applicable)
 
Title (if applicable)
     
Date:  ______________
 
Date:  ______________
 
 
 
3
EXHIBIT E
 
FORMS OF LETTERS FROM THE COMPANY TO MEMBERS IN CONNECTION WITH ACCEPTANCE OF OFFERS OF TENDER
 
THE FOLLOWING LETTER IS BEING SENT TO MEMBERS IF THEY TENDERED 95% OR MORE OF THEIR SHARES OF THE COMPANY PURSUANT TO THEIR NOTICE OF INTENT TO TENDER.
 
 
 
[July 25, 2016]

Dear Shareholder:
 
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (the “Company”) has received and accepted for purchase your tender of 95% or more of your Shares of the Company pursuant to your Notice of Intent to Tender.
 
Because you have tendered and the Company has purchased 95% or more of your Shares in Multi-Strategy Series G, you have been issued a note (the “Note”) entitling you to receive a two-part payment in an aggregate amount equal to the unaudited net asset value of your Shares as of September 30, 2016 in accordance with the terms of the tender offer.  The Note has been deposited in the account with your authorized placement agent designated by you in your Notice of Intent to Tender.  Cash payments in settlement of the note will be wire transferred in accordance with the following schedule:  at least 95% of the amount due no later than October 30, 2016 (unless the valuation date of such Shares has changed, or the Multi-Strategy Series G has requested a withdrawal of its capital from the investment funds in which it invests (and has not yet received at least 90% of the proceeds of such withdrawal)), and the remainder of the amount generally due by December 30, 2016.  Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.
 
Should you have any questions (or wish to request a copy of your Note), please feel free to contact BNY Mellon Investment Servicing, the Company’s agent for this purpose, at (855) 631-5474.  You may also direct questions to your financial consultant.
 
 
Sincerely,
     
   
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC
 
 
 
 

 
  
THE FOLLOWING LETTER IS BEING SENT TO MEMBERS IF THEY TENDERED LESS THAN 95% OF THEIR SHARES OF THE COMPANY SPECIFIED IN THEIR NOTICE OF INTENT TO TENDER.
 
 
[July 25, 2016]

Dear Shareholder:
 
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (the “Company”) has received and accepted for purchase your tender of a portion of your Shares of the Company pursuant to your Notice of Intent to Tender.
 
Because you have tendered and the Company has purchased a portion of your investment in Multi-Strategy Series G, you have been issued a note (the “Note”).  The Note entitles you to receive payment in an amount equal to the purchase price of your Shares accepted for purchase.  In accordance with the terms of the tender offer, such purchase price is expected to be based on the unaudited net asset value of Multi-Strategy Series G as of September 30, 2016.  The Note has been deposited in the account with your authorized placement agent designated by you in your Notice of Intent to Tender.  Any cash payment in settlement of the Note will be wire transferred no later than October 30, 2016, unless the valuation date has changed, or the Multi-Strategy Series G Series has requested a withdrawal of its capital from the investment funds in which it invests (and has not yet received at least 90% of the proceeds of such withdrawal), and provided that your account retains the required minimum account balance, all in accordance with the terms of the tender offer.  You remain a Shareholder of the Company with respect to the portion of your Shares that you did not tender.  Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.
 
Should you have any questions (or wish to request a copy of your Note), please feel free to contact BNY Mellon Investment Servicing, the Company’s agent for this purpose, at (855) 631-5474.  You may also direct questions to your financial consultant.
 
 
Sincerely,
     
   
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC

 
 
 

 
EXHIBIT F
 
 
NON-NEGOTIABLE PROMISSORY NOTE
 
MULTI-STRATEGY SERIES G
 
 
Dated:  [July 25, 2016]
 
FOR VALUE RECEIVED, SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (“Payor” or the “Company”), a Delaware limited liability company issuing its “Shares” of limited liability company interests in a single series designated as “Multi-Strategy Series G,” hereby promises to pay [insert name of payee] (“Payee”) the Payment Amount (as defined in Section 2) in a single installment as discussed below.
 
This Note is being issued so that Payor may purchase Multi-Strategy Series G Shares (the “Repurchased Shares”) from Payee pursuant to the terms and subject to the conditions set out in the Offer to Purchase dated June 24, 2016 and the Notice of Intent to Tender submitted by the Payee (which Offer to Purchase and Notice of Intent to Tender, together with any amendments or supplements thereto collectively constitute the “Offer”).  This Note is not negotiable and is not interest-bearing.
 
1.           General Payment Provisions.  The Payor will make the Payment under this Note in a single installment in such currency of the United States of America as will be legal tender at the time of payment.  Payment under this Note will be made by immediately available funds by wire transfer to Payee’s account at Payee’s authorized placement agent as previously identified to Payor by Payee.
 
The Company’s duly authorized administrator (the “Administrator”) may decide, in its discretion, to make payment in cash, or by the distribution of securities in kind or partly in cash and partly in kind.  Any payment in the form of securities will be made by means of a separate arrangement entered into with the Payee in the sole discretion of the Administrator.
 
2.           Payment.  The “Payment Amount” will be an amount equal to the value of the Repurchased Shares determined as of September 30, 2016 (the “Valuation Date”) (and valued within thirty (30) business days thereafter in accordance with the Company’s limited liability company agreement).  The Payor will make payment under this Note as of the later of (1) a period of within thirty (30) days after the Valuation Date, or (2) if Multi-Strategy Series G has requested withdrawals of its capital from any investment funds in which the Series is invested in order to fund the purchase of the Shares, within ten (10) business days after the Series has received at least 90% of the aggregate amount withdrawn by the Series from the investment funds.  Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.
 
 
 
 

 
 
3.           Optional Prepayment.  This Note may be prepaid, without premium, penalty or notice, at any time.
 
4.           Events of Default.
 
(a)           The occurrence of any of the following events shall be deemed to be an “Event of Default” under this Note:
 
(i)           The Payor defaults in payment when due and any such default continues for a period of ten (10) days; or
 
(ii)           The Payor shall commence any proceeding or other action relating to Multi-Strategy Series G in bankruptcy or seek reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Series or the debts of the Series under any law relating to bankruptcy, insolvency or reorganization or relief of debtors; (2) the Payor applies for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Series or for all or substantially all of the property of the Series; (3) the Payor makes a general assignment for the benefit of creditors of the Series; or (4) the Payor generally admits its inability to pay its debts with respect to the Series as they become due and payable; or
 
(iii)          The commencement of any proceeding or the taking of any other action against Multi-Strategy Series G in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Series or the debts of the Series under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; or (2) the appointment of a receiver, conservator, trustee or similar officer for the Payor or for all or substantially all of the property of the Series and the continuance of any such event for sixty (60) days undismissed, unbonded or undischarged.
 
(b)           Upon the occurrence of an Event of Default, the entire unpaid amount of this Note outstanding shall become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, and without any action on the part of the Payee.
 
(c)           Any event in the nature of an Event of Default relating solely to any series of the Company other than Multi-Strategy Series G will not be an Event of Default with respect to Payor’s obligations under this Note.
 
5.           Miscellaneous.
 
(a)           Liabilities of Payor Limited by Series.  Payment on the Note shall be solely from and with respect to the assets of the Company’s Multi-Strategy Series G.  No lien, charge, encumbrance, claim or other obligation with respect to any other series of the Company is or will be established hereby.
 
 
 
 

 
 
(b)           Governing Law; Consent to Jurisdiction.  This Note and the rights and remedies of the Payor and Payee will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within such State, without regard to the conflict of laws principles of such State.  Any legal action, suit or proceeding arising out of or relating to this Agreement may be instituted in any state or federal court located within the County of New York, State of New York, and each party hereto agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the venue of the action, suit or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
 
(c)           Notices.  All communications under this Note will be given in writing, sent by telecopier or registered mail to the address set forth below or to such other address as such party will have specified in writing to the other party hereto, and will be deemed to have been delivered effective at the earlier of its receipt or within two (2) days after dispatch.
 
If to Payor, to:
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC
 
Multi-Strategy Series G
 
527 Madison Avenue, 16th Floor
 
New York, New York 10022
 
Telephone:  (212) 485-3100
 
Attention:  Raymond Nolte, President

If to Payee, to:
[Insert name, address, telephone number and fax number of Payee]
 
(d)       Severability, Binding Effect.  Any provision of this Note that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.
 
(e)       Amendment; Waiver.  No provision of this Note may be waived, altered or amended, except by written agreement between the Payor and Payee.
 
(f)       Waiver of Presentment.  Payor hereby waives presentment, protest, demand for payment and notice of default or nonpayment to or upon Payor with respect to this Note.
 
(g)       Entire Agreement.  This Note and the Offer set out the entire agreement between the parties and supersede any prior oral or written agreement between the parties.
 
 
 
 

 
   
IN WITNESS WHEREOF, Payor has duly caused this Note to be duly executed on behalf of its Multi-Strategy Series G as of the date first above written.
    
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
 
         
         
  By:    
    Name:    
    Title:    
         

 

 

 

 

 

 

 

 
 
 

 
    
NON-NEGOTIABLE PROMISSORY NOTE
 
MULTI-STRATEGY SERIES G
 
 
Dated:  [July 25, 2016]
 
FOR VALUE RECEIVED, SkyBridge Multi-Adviser Hedge Fund Portfolios LLC (“Payor” or the “Company”), a Delaware limited liability company issuing its “Shares” of limited liability company interests in a single series designated as “Multi-Strategy Series G,” hereby promises to pay [insert name of payee] (“Payee”) the Payment Amount (as defined in Section 2) in two installments as discussed below.
 
This Note is being issued so that Payor may purchase Multi-Strategy Series G Shares (the “Repurchased Shares”) from Payee pursuant to the terms and subject to the conditions set out in the Offer to Purchase dated June 24, 2016 and the Notice of Intent to Tender submitted by the Payee (which Offer to Purchase and Notice of Intent to Tender, together with any amendments or supplements thereto collectively constitute the “Offer”).  This Note is not negotiable and is not interest-bearing.
 
1.      General Payment Provisions.  The Payor will make the Payment under this Note in two installments in such currency of the United States of America as will be legal tender at the time of payment.  Payment under this Note will be made by immediately available funds by wire transfer to Payee’s account at Payee’s authorized placement agent as previously identified to Payor by Payee.
 
The Company’s duly authorized administrator (the “Administrator”) may decide, in its discretion, to make payment in cash, or by the distribution of securities in kind or partly in cash and partly in kind.  Any payment in the form of securities will be made by means of a separate arrangement entered into with the Payee in the sole discretion of the Administrator.
 
2.           Payment.  The “Payment Amount” will be an amount equal to the value of the Repurchased Shares determined as of September 30, 2016 (the “Valuation Date”) (and valued within thirty (30) business days thereafter in accordance with the Company’s limited liability company agreement).  The Payor will make a two-part payment under this Note.  The first payment (the “Initial Payment”) will be for at least 95% of the Payment Amount and will be made by Payor as of the later of (1) a period of within thirty (30) days after the Valuation Date, or (2) the Company has requested withdrawals of its capital from any investment funds in which the Company is invested in order to fund the purchase of the Shares, within ten (10) business days after the Company has received at least 90% of the aggregate amount withdrawn by the Company from the investment funds.  The second payment will be for the difference between the Payment Amount and the Initial Payment and will be made by Payor within (90) days after the Valuation Date, unless the valuation date of such Shares has changed, or the Company has requested a withdrawal of its capital from the investment funds in which it invests (and has not yet received at least 90% of the proceeds of such withdrawal).  Note that, though cash payments on a Note will be wire transferred to a Shareholder’s authorized placement agent within the time periods referenced above, a placement agent may require up to an additional two business days to process payment and credit a Shareholder’s account accordingly.
 
 
 
 
 
 

 
 
3.           Optional Prepayment.  This Note may be prepaid, without premium, penalty or notice, at any time.
 
4.           Events of Default.
 
(a)      The occurrence of any of the following events shall be deemed to be an “Event of Default” under this Note:
 
(i)           The Payor defaults in payment when due and any such default continues for a period of ten (10) days; or
 
(ii)           The Payor shall commence any proceeding or other action relating to Multi-Strategy Series G in bankruptcy or seek reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Series or the debts of the Series under any law relating to bankruptcy, insolvency or reorganization or relief of debtors; (2) the Payor applies for, or consents or acquiesces to, the appointment of a receiver, conservator, trustee or similar officer for the Series or for all or substantially all of the property of the Series; (3) the Payor makes a general assignment for the benefit of creditors of the Series; or (4) the Payor generally admits its inability to pay its debts with respect to the Series as they become due and payable; or
 
(iii)          The commencement of any proceeding or the taking of any other action against Multi-Strategy Series G in bankruptcy or seeking reorganization, arrangement, readjustment, dissolution, liquidation, winding-up, relief or composition of the Series or the debts of the Series under any law relating to bankruptcy, insolvency or reorganization or relief of debtors and the continuance of any of such events for sixty (60) days undismissed, unbonded or undischarged; or (2) the appointment of a receiver, conservator, trustee or similar officer for the Payor or for all or substantially all of the property of the Series and the continuance of any such event for sixty (60) days undismissed, unbonded or undischarged.
 
(b)      Upon the occurrence of an Event of Default, the entire unpaid amount of this Note outstanding shall become immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are expressly waived, and without any action on the part of the Payee.
 
(c)      Any event in the nature of an Event of Default relating solely to any series of the Company other than Multi-Strategy Series G will not be an Event of Default with respect to Payor’s obligations under this Note.
 
5.           Miscellaneous.
 
(a)      Liabilities of Payor Limited by Series.  Payment on the Note shall be solely from and with respect to the assets of the Company’s Multi-Strategy Series G.  No lien, charge, encumbrance, claim or other obligation with respect to any other series of the Company is or will be established hereby.
 
 

 
 
(b)      Governing Law; Consent to Jurisdiction.  This Note and the rights and remedies of the Payor and Payee will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be wholly performed within such State, without regard to the conflict of laws principles of such State.  Any legal action, suit or proceeding arising out of or relating to this Agreement may be instituted in any state or federal court located within the County of New York, State of New York, and each party hereto agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the venue of the action, suit or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
 
(c)      Notices.  All communications under this Note will be given in writing, sent by telecopier or registered mail to the address set forth below or to such other address as such party will have specified in writing to the other party hereto, and will be deemed to have been delivered effective at the earlier of its receipt or within two (2) days after dispatch.
 
If to Payor, to:
SkyBridge Multi-Adviser Hedge Fund Portfolios LLC
 
Multi-Strategy Series G
 
527 Madison Avenue, 16th Floor
 
New York, New York 10022
 
Telephone:  (212) 485-3100
 
Attention:  Raymond Nolte, President


If to Payee, to:
[Insert name, address, telephone number and fax number of Payee]
 
(d)      Severability, Binding Effect.  Any provision of this Note that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.
 
(e)      Amendment; Waiver.  No provision of this Note may be waived, altered or amended, except by written agreement between the Payor and Payee.
 
(f)      Waiver of Presentment.  Payor hereby waives presentment, protest, demand for payment and notice of default or nonpayment to or upon Payor with respect to this Note.
 
(g)      Entire Agreement.  This Note and the Offer set out the entire agreement between the parties and supersede any prior oral or written agreement between the parties.
 
 
 
 

 
  
IN WITNESS WHEREOF, Payor has duly caused this Note to be duly executed on behalf of its Multi-Strategy Series G as of the date first above written.
   
 
SKYBRIDGE MULTI-ADVISER HEDGE FUND PORTFOLIOS LLC
 
         
         
  By:    
    Name:    
    Title:    
         
 
 
 
 
 
 
 
 
 
 
 
 



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