Tender Offer - Constitution Capital Access Fund, LLC
Form Type: SC TO-I/A
Filing Date: 2025-04-11
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025030832
Filing Summary: This document is a final amendment to the Tender Offer Statement filed by Constitution Capital Access Fund, LLC on January 3, 2025. The amendment outlines the results of a tender offer by the Fund to repurchase shares of beneficial interest for an aggregate amount of up to $34,794,085. The tender offer was specifically for Class A, Class D, and Class I shares, with a deadline for submission of tenders set for January 31, 2025. As reported, only one Shareholder validly tendered Shares by the deadline, and these Shares were accepted for purchase by the Fund. The net asset value of the Shares tendered was calculated at $20,000,000 for Class I as of February 28, 2025. The tendered Shareholder received a cash payment equal to 100% of the unaudited net asset value of the Shares tendered on April 4, 2025. The document reaffirms that all previously filed materials, including the Offer to Purchase and the Letter of Transmittal, remain unchanged, with this amendment solely reporting the tender offer results.
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Additional details:
Date Tender Offer First Published: 2025-01-03
Tender Offer Deadline: 2025-01-31
Number Of Shareholders Tendered: 1
Net Asset Value Tendered: 20000000
Payment Date For Tendered Shares: 2025-04-04
Form Type: SC TO-I
Filing Date: 2025-04-04
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390025028824
Filing Summary: Constitution Capital Access Fund, LLC is initiating a tender offer to purchase up to approximately 5.00% of the net assets of the Fund, which amounts to around $35,416,852 or 3,084,909 Shares, as of February 28, 2025. The offer is extended to all Shareholders who wish to tender Shares at their net asset value, determined as of a forthcoming Valuation Date. Shareholders must submit their tender requests by 11:59 p.m. Eastern Time on May 1, 2025, although this date may be extended at the Fund's discretion. The Fund reserves rights regarding the final evaluation of the Shares' value, which will include calculations based on its upcoming annual audit. Fees may apply to early repurchases, but the Fund's Board also has the authority to waive these fees. Shareholders maintaining a minimum account balance of $10,000 in Shares can tender less than all their Shares. Payments for accepted tenders will be made entirely in cash, and the process is structured to ensure liquidity for Shareholders while balancing the Fund’s asset management needs. The document emphasizes that no extraordinary transactions or significant changes to the Fund’s management or structure are planned. Additionally, the Fund has planned its processes in compliance with relevant securities regulations.
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Additional details:
Issuer Tender Offer: issuer tender offer
Notice Due Date: May 1, 2025
Valuation Date: May 30, 2025
Minimum Account Balance: 10000
Early Repurchase Fee: 2.00%
Form Type: SC TO-I/A
Filing Date: 2025-01-31
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025008633
Filing Summary: Constitution Capital Access Fund, LLC filed a final amendment to their tender offer statement under Schedule TO. This amendment reports the results of their issuer tender offer dated October 2, 2024, intending to repurchase shares of beneficial interest up to $33,196,063. Shareholders were required to submit their tenders by October 30, 2024. As of that date, three shareholders validly tendered shares which were accepted for purchase. The net asset value of the tendered shares was determined to be $11,073,583 as of November 29, 2024. Payments to the participants were executed on January 3, 2025, with two shareholders receiving 100% of the unaudited net asset value for their tendered shares. One shareholder received 90% of their unaudited net asset value initially with a promise of a final payment after the annual audit, anticipated by the end of May 2025. This final amendment does not alter any previously reported information from the Tender Offer Materials filed earlier.
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Additional details:
Tender Offer Date: 2024-10-02
Tender Offer Expiration Date: 2024-10-30
Total Repurchase Amount: 33,196,063
Net Asset Value Tendered: 11,073,583
Initial Payment Date: 2025-01-03
Initial Payment Percentage: 90
Final Payment Due Date: 2025-05-31
Number Of Shareholders Tendered: 3
Number Of Shareholders 100 Percent Tendered: 2
Number Of Shareholders 90 Percent Tendered: 1
Form Type: SC TO-I
Filing Date: 2025-01-03
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390025000542
Filing Summary: Constitution Capital Access Fund, LLC is conducting a tender offer to purchase shares of beneficial interest in the fund, specifically Class A, Class D, and Class I Shares, up to approximately 5.00% of the net assets of the Fund, totaling approximately $34,794,085 or 2,942,687 Shares as of November 30, 2024. The tender offer is scheduled to commence and shares must be tendered by 11:59 p.m. Eastern Time on January 31, 2025. The net asset value per share, calculated as of February 28, 2025 (the Valuation Date), will determine the purchase price. The Fund reserves the right to adjust the Valuation Date and may impose a 2.00% early repurchase fee if shares are purchased before the one-year anniversary of the original purchase. A promissory note will be issued to shareholders whose shares are accepted for repurchase, with an initial payment of at least 90% of the estimated aggregate value of the repurchased shares made within 65 days of the notice due date. The Fund’s goal is to provide liquidity to shareholders while ensuring the maintenance of a minimum account balance of $10,000 for those reducing their shareholding. Shares can be re-tendered after withdrawal until the notice due date; however, the Fund has the discretion to extend or cancel the offer.
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Additional details:
Name Of Subject Company: Constitution Capital Access Fund, LLC
Title Of Class Of Securities: Class A, Class D and Class I Shares
Cusp Numbers: 21039R101, 21039R200 AND 21039R309
Initial Notice Due Date: 2025-01-31
Valuation Date: 2025-02-28
Net Asset Value Per Class A Share: 11.82
Net Asset Value Per Class D Share: 11.80
Net Asset Value Per Class I Share: 11.82
Initial Payment Time: within 65 days after the Notice Due Date
Minimum Account Balance Required: 10000
Early Repurchase Fee: 2.00%
Form Type: SCHEDULE 13D/A
Filing Date: 2025-01-02
Corporate Action: Tender-offer
Type: Update
Accession Number: 000091957425000006
Filing Summary: This Schedule 13D/A is filed by Universities Superannuation Scheme Limited, the sole corporate trustee of the Universities Superannuation Scheme. The trustee acquired Class I Shares from Constitution Capital Access Fund, LLC in connection with a reorganization process. The document outlines details about the ownership and management of these shares, declaring L8 Investment Holdings LP, a subsidiary of the trustee, as the direct holder. The Reporting Person plans to participate in future tender offers by the Fund for these Class I Shares. As of November 30, 2024, it holds 51,059,705.34 Class I Shares, which represent 86.8% of the 58,853,743 Class I Shares outstanding. The Reporting Person has no current plans for further corporate actions outside of the tender offers specified in their Agreement with Constitution Capital PM, LP. The document verifies the distinct ownership under statutory regulations and incorporates previous filings relevant to these transactions, while indicating that the trustee has maintained the fundamental control of the shares.
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Additional details:
Reporting Person: Universities Superannuation Scheme Ltd
Address Reporting Person: 60 Threadneedle Street, London EC2R 8HP
Holder Class I Shares: L8 Investment Holdings LP
Class I Shares Acquired: 51,059,705.34
Percentage Of Total Shares: 86.8
Total Class I Shares Outstanding: 58,853,743
Agreement Date: 2022-09-30
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