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Form SC TO-I/A Ironwood Multi-Strategy Filed by: Ironwood Multi-Strategy Fund LLC

August 11, 2022 9:57 AM EDT

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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
 
FINAL AMENDMENT
 
IRONWOOD MULTI-STRATEGY FUND LLC
(Name of Subject Company (Issuer))
 
IRONWOOD MULTI-STRATEGY FUND LLC
(Name of Filing Person(s) (Issuer))
 
Units of Limited Liability Company Interests
(Title of Class of Securities)
 
N/A
(CUSIP Number of Class of Securities)
 
Jonathan Gans
Chief Executive Officer and President
c/o Ironwood Capital Management
One Market Plaza, Steuart Tower, Suite 2500
San Francisco, California 94105
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
 
Copy to:

Nathan J. Greene
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
 
Alison J. Sanger
Chief Operating Officer
Ironwood Capital Management
One Market Plaza, Steuart Tower, Suite 2500
San Francisco, California 94105



February 24, 2022
(Date Tender Offer First Published,
Sent or Given to Security Holders)
 
CALCULATION OF FILING FEE
 
Transaction Valuation:
$389,965,305 (approximately 20% of 1/31/22 NAV) (a)
Amount of Filing Fee:
$0 (b)

(a)          Calculated as the estimated aggregate maximum purchase price for Units.
 
(b)          Offer is not subject to fees pursuant to the SEC No-Action Letter addressed to the Ironwood Funds and dated April 20, 2017.
 
☐          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:
   

☐           Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
 
 
third-party tender offer subject to Rule 14d-1.
 
 
issuer tender offer subject to Rule 13e-4.
 
 
going-private transaction subject to Rule 13e-3.
 
 
amendment to Schedule 13D under Rule 13d-2.
 
Check the following box if the filing is a final amendment reporting the results of the tender offer:     ☒
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provisions:
 
 
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
 
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 
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ITEM 1.
SUMMARY TERM SHEET.
 
This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed with the Securities and Exchange Commission on February 24, 2022 by Ironwood Multi-Strategy Fund LLC (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase Units of Limited Liability Company Interest ("Units") in the Fund on the terms and subject to the conditions set out in the Offer to Purchase and the related Letter of Transmittal. The structure of this Offer generally is intended to treat Members as if they were direct members of the Master Fund and subject to the Master Fund Offer. The Master Fund Offer is for an amount up to approximately 20% of the Master Fund Units outstanding as of the June 30, 2022. Copies of the Offer to Purchase and the Letter of Transmittal were previously filed as Exhibits B and C to the Statement on February 24, 2022.

This is the final amendment to the Statement and is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):

1.      Holders of Units in the Fund (“Members”) that desired to tender an Interest, or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Standard Time, on March 25, 2022.

2.      22,673.407 Units were validly tendered and not withdrawn prior to the expiration of the Offer, and all of those Units were accepted for repurchase by the Fund in accordance with the terms of the Offer.

3.      The net asset value of the Units tendered pursuant to the Offer was calculated as of June 30, 2022 in the amount of $26,403,368.81.

 4.    The payment of the purchase price of the Units or portions of Units tendered was paid in accordance with the terms of the Offer to each Member whose tender was accepted by the Fund. For Members who tender for repurchase less than 95% of their Units, the Fund paid the Members 100% of the Members' unaudited net asset value of the Units tendered, less the applicable Early Repurchase Fee (as defined below). A Member who tenders for repurchase the Member's Units as of June 30, 2022 is subject to a fee of 5% of the value of the Units repurchased by the Fund, payable to the Fund (an “Early Repurchase Fee”) if the Units have been held by the Member for less than one year as of June 30, 2022. Cash payments in the amount of the unaudited net asset value of the Units tendered were wired to the account(s) designated by such Members in their Letters of Transmittal on or about July 25, 2022. For Members who tender for repurchase 95% or more of their Units, the Fund paid the Members 95% of the Members' unaudited net asset value of the Units tendered on or about July 25, 2022 (the "Initial Payment"), less the applicable Early Repurchase Fee. The Fund will also pay the Members a payment (the "Subsequent Payment") equal to the excess of (1) the final net asset value of the Units tendered and purchased as of June 30, 2022 over (2) the Initial Payment. The Subsequent Payment will be paid following the later of October 28, 2022 and any longer period the Board in its discretion deems necessary to protect the interests of the remaining Members. The Board, in its discretion, but giving due regard to the interests of the remaining Members, may determine to make payment in satisfaction of the repurchase at earlier dates than those otherwise listed here.

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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.
 
 
IRONWOOD MULTI-STRATEGY FUND LLC
     
 
By:
/s/ Jonathan Gans
 
   
Name:
Jonathan Gans
   
Title:
President, Chief Executive Officer
   
 
IRONWOOD CAPITAL MANAGEMENT
   
as investment adviser
     
 
By:
/s/ Jonathan Gans
 
   
Name:
Jonathan Gans
   
Title:
President, Chief Executive Officer
August 11, 2022
     


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