Tender Offer - FlowStone Opportunity Fund

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Form Type: SC TO-I/A

Filing Date: 2025-06-27

Corporate Action: Tender-offer

Type: Update

Accession Number: 000199937125008480

Filing Summary: FlowStone Opportunity Fund filed Amendment No. 1 to its Tender Offer Statement to report the cancellation of its previously announced offer to purchase up to approximately 2,115,114 Shares (5% of outstanding Shares as of December 31, 2024) originally set to expire on June 30, 2025. This cancellation was approved by the Fund's Board after recommendations from FlowStone Partners, LLC, the Fund's investment adviser, who determined that proceeding with the purchase would not be in the best interest of the Fund. Moreover, the Adviser is exploring a strategic partnership which necessitated the cancellation to ensure all shareholders have symmetric information regarding this potential transaction. The Adviser anticipates resuming normal activities after the completion of discussions regarding the Transaction.

Additional details:

Name Of Filing Person: FlowStone Opportunity Fund


Title Of Class Of Securities: Class D Shares, Class I Shares and Class M Shares


Cusip Numbers: [{"class_d":"34355F304"},{"class_i":"34355F106"},{"class_m":"34355F205"}]


Date Tender Offer First Published: 2025-05-30


Expiration Date: 2025-06-30


Board Approval Date: 2025-06-26


Reason For Cancellation: Not in the best interests of the Fund


Form Type: SC TO-I

Filing Date: 2025-05-30

Corporate Action: Tender-offer

Type: New

Accession Number: 000199937125006909

Filing Summary: FlowStone Opportunity Fund has filed a Tender Offer Statement under Section 14(D)(1) or 13(E)(1) of the Securities Exchange Act of 1934. The issuer, FlowStone Opportunity Fund, is conducting an issuer tender offer for its own shares, specifically targeting Class D, Class I, and Class M shares. As of December 31, 2024, the Fund has approximately 2,856 Class D Shares, 4,968,763 Class I Shares, and 37,330,653 Class M Shares outstanding. The Fund intends to purchase up to 5.00% of the shares outstanding, totaling approximately 2,115,114 shares, that are tendered by shareholders and not withdrawn by June 30, 2025. The purchase price will be determined based on the net asset value as of the close of business on the same date. The filing indicates that there is no established trading market for these shares, and they are subject to significant transfer restrictions. Furthermore, the Fund is structured as a closed-end management investment company registered under the Investment Company Act of 1940. This tender offer aims to provide liquidity to shareholders by allowing them to sell their shares back to the Fund. The Offer is expected to expire on June 30, 2025, unless extended by the Fund.

Additional details:

Name Of Subject Company: FlowStone Opportunity Fund


Title Of Class Of Securities: Class D Shares, Class I Shares, Class M Shares


Cusip Numbers: Class D Shares – 34355F304, Class I Shares – 34355F106, Class M Shares – 34355F205


Total Shares Outstanding Class D: 2856


Total Shares Outstanding Class I: 4968763


Total Shares Outstanding Class M: 37330653


Percentage Of Tendered Shares: 5.00


Total Shares Tendered For Purchase: 2115114


Initial Notice Due Date: 2025-06-30


Form Type: SC TO-I/A

Filing Date: 2025-03-27

Corporate Action: Tender-offer

Type: Update

Accession Number: 000199937125003278

Filing Summary: This document provides a final amendment to the Tender Offer Statement originally filed by FlowStone Opportunity Fund on August 30, 2024. The Fund's tender offer is aimed at purchasing up to 2,040,009 Shares, equivalent to approximately 5% of the Shares outstanding as of March 31, 2024. The offer was initially published for Shareholders to tender their Shares by September 30, 2024. As of that date, thirty-eight Shareholders tendered their Shares, which were accepted by the Fund. The total net asset value of Shares tendered was calculated at $41,038,166. Payments to Shareholders whose tenders were accepted were made via promissory notes, which included an Initial Payment of at least 95% of the tendered shares' value, and future contingent payments based on the final value after an annual audit. The document outlines the conditions and payments for both Partial and Full Tenders.

Additional details:

Holders Count: 38


Net Asset Value Tendered: 41038166


Payment Method: promissory notes


Initial Payment Percentage: 95


Payment Date Final Payment: on or before the 60th day after October 1, 2024


Payment Type Full Tenders: Post-Audit Payment


Shareholders Partial Tenders: 6


Shareholders Full Tenders: 32


Form Type: SC TO-I

Filing Date: 2025-03-03

Corporate Action: Tender-offer

Type: New

Accession Number: 000199937125002208

Filing Summary: FlowStone Opportunity Fund filed a tender offer statement under Section 14(D)(1) or 13(E)(1) of the Securities Exchange Act of 1934. The offer is for the purchase of up to approximately 5.00% of the Fund's Shares, specifically targeting Class D, Class I, and Class M Shares. The purchase price will be based on the net asset value as of March 31, 2025. The offer is set to expire at 11:59 p.m., Eastern Time, on March 31, 2025. Shareholders may submit their shares until the offer expiration date, after which acceptance letters will be sent to those whose shares are accepted for purchase. The fund has outlined specific conditions for acceptance and repurchase procedures for its shareholders.

Additional details:

Share Class: Class D Shares


Share Class: Class I Shares


Share Class: Class M Shares


Maximum Tender Percentage: 5.00


Initial Notice Due Date: 2025-03-31


Valuation Date: 2025-03-31


Total Class D Shares Outstanding: 2856


Total Class I Shares Outstanding: 4905790


Total Class M Shares Outstanding: 35271817


Form Type: SC TO-I/A

Filing Date: 2025-02-14

Corporate Action: Tender-offer

Type: Update

Accession Number: 000183988225009052

Filing Summary: This document is a final amendment to the Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 filed by FlowStone Opportunity Fund. It reports the results of a tender offer initiated by the Fund to purchase up to 2,040,009 Shares (approximately 5% of Shares outstanding as of March 31, 2024). The offer was first published on August 30, 2024, and required Shareholders to tender their shares by September 30, 2024. Thirty-seven Shareholders validly tendered shares, which were accepted for purchase by the Fund. The net asset value of the shares tendered was $40,816,522 as of the Valuation Date on September 30, 2024. Payments for accepted tenders were made using promissory notes, ensuring at least 95% of the unaudited value of the tendered Shares was paid to Shareholders. Six Shareholders made partial tenders while thirty-one Shareholders made full tenders. Final payments for tendered shares will be conducted based on specific calculations after the annual audit. The filing fee tables are attached as an exhibit.

Additional details:

Name Of Subject Company: FlowStone Opportunity Fund


Name Of Filing Person: FlowStone Opportunity Fund


Title Of Class Of Securities: Class D Shares, Class I Shares and Class M Shares


Cusip Numbers: Class D Shares – 34355F304, Class I Shares – 34355F106, Class M Shares – 34355F205


Date Tender Offer First Published: 2024-08-30


Number Of Shareholders Tendered: 37


Net Asset Value Of Tendered Shares: 40816522


Initial Payment Percentage: 95


Final Payment Timing: on or before the 60th day after October 1, 2024


Payment Method: promissory notes


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