As filed with the Securities and Exchange Commission on August 15, 2022

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

SCHEDULE TO

_______________________

TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934)

(Amendment No. 1)

_______________________

BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc.

(Name of Issuer)

BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc.

(Names of Filing Person(s) (Issuer))

Shares of Common Stock, Par Value $0.001 per share
(Title of Class of Securities)

26189T 104
(CUSIP Number of Class of Securities)

James Bitetto
BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York 10286
(212) 922-6400

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

_______________________

Copy to:

 

David Stephens, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036

_______________________

July 15, 2022
(Date Tender Offer First Published, Sent or Given to Security Holders)

_____________________________________________________________________________________________________________________
[_]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
[X]issuer tender offer subject to Rule 13e-4
[_]going-private transaction subject to Rule 13e-3
[_]amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]

 
 

 

Introductory Statement

This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed on July 15, 2022 by BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc., a Maryland corporation (the "Fund"), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with an offer by the Fund (the "Offer") to repurchase 2.5% of its issued and outstanding shares of common stock as of June 30, 2022, par value $0.001 per share (the "Shares"), in exchange for cash at a price equal to the Fund's most recent quarter-end net asset value ("NAV") per Share—i.e., the NAV per Share determined as of June 30, 2022—upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 15, 2022 (the "Offer to Purchase"), and in the related Letter of Transmittal.

This is the Final Amendment to the Statement and is being filed to report the final results of the Offer.

The following information is furnished to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Exchange Act:

1.The Offer expired at 5:00 p.m. Eastern time, on August 12, 2022.
2.240,408 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer, and 55,553 of those Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer.
3.The Shares were repurchased at a price of $83.38.

Filed herewith as Exhibit (a)(5)(ii) is a copy of the press release issued by the Fund dated August 15, 2022 announcing the final results of the Offer.

Items 1 through 9 and 11

Except as amended herein, the information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 9 and 11 of Schedule TO.

Item 10

Not Applicable.

Item 12

(a)(1)(i) Offer to Purchase, dated July 15, 2022.1

(a)(1)(ii) Form of Letter of Transmittal.1

(a)(2) None.

(a)(3) Not Applicable.

(a)(4) Not Applicable.

(a)(5)(i) Press release issued on July 8, 2022.2

(a)(5)(ii) Press release issued on August 15, 2022.*

(b)                               Filing Fee Exhibit.*

(c) Not Applicable.

 
 

(d)(1) Management Agreement.3

(d)(2) Sub-Investment Advisory Agreement.3

(d)(3) Custody Agreement.4

(d)(4) First Amendment to Custody Agreement.4

(d)(5) Second Amendment to Custody Agreement.4

(d)(6) Letter Agreement adding the Fund to Custody Agreement.4

(d)(7) Service Agreement for Transfer Agent Services.4

(d)(8) First Amendment to Service Agreement for Transfer Agent Services.4

(d)(9) Letter Agreement adding the Fund to Service Agreement for Transfer Agent Services.4

(e)                               None.

(f)                               None.

(g)                               None.

(h)                               None.

______________________________________

*       Filed herewith.

1Incorporated by reference to the Fund's Schedule TO-I, as filed with the Securities and Exchange Commission ("SEC") on July 15, 2022.
2Incorporated by reference to the Fund's Schedule TO-C, as filed with the SEC on July 8, 2022.
3Incorporated by reference to the corresponding Exhibits to Pre-Effective Amendment No. 4 to the Fund's Registration Statement on Form N-2 (File No. 333-223418; 811-23330) (the "Registration Statement") filed with the SEC on August 27, 2019.
4Incorporated by reference to the corresponding Exhibits to Pre-Effective Amendment No. 3 to the Registration Statement filed with the SEC on June 13, 2019.

Item 13

Not Applicable.

 
 

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc.

By:/s/ James Bitetto
Name: James Bitetto
Title: Secretary

Dated: August 15, 2022
 
 

Exhibit Index

(a)(5)(ii) Press Release issued on August 15, 2022.

Filing Fee Exhibit.


BUSINESS WIRE

40 EAST 52ND STREET

NEW YORK, NY 10022

DIRECT LINE NUMBER

(212) 752-9600

 

FOR IMMEDIATE RELEASE

BNY MELLON ALCENTRA GLOBAL MULTI-STRATEGY CREDIT FUND, INC.
ANNOUNCES FINAL RESULTS OF QUARTERLY TENDER OFFER

 

 

NEW YORK, NY, August 15, 2022 — BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc. (the "Fund") today announced the final results of its quarterly tender offer (the "Tender Offer") for up to 2.5% of the Fund's issued and outstanding shares of common stock (the "Shares").

The Tender Offer, which expired at 5:00 p.m. Eastern time on August 12, 2022, was oversubscribed.

Therefore, in accordance with the terms and conditions of the Tender Offer, the Fund will purchase Shares from all tendering shareholders on a pro rata basis, after disregarding fractions, based on the number of Shares properly tendered ("Pro-Ration Factor"). The final results of the Tender Offer are provided in the table below.

Number of Shares Tendered Number of Tendered Shares to Be Purchased Pro- Ration Factor Purchase Price*
240,408 55,553 0.23188 $83.38

*Purchase Price is equal to 100% of the Fund's net asset value per Share as of June 30, 2022.

If you have questions about the Tender Offer and hold Shares through a broker or other nominee holder, you can call your broker or other nominee holder directly. You may also call Georgeson LLC ("Georgeson"), the Fund's Tender Offer information agent, toll free at (877) 278-9670, with any questions.

The terms and conditions of the Tender Offer were set forth in the Fund's Offer to Purchase, the related Letter of Transmittal and other related documents. The Fund filed with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule TO and related exhibits, including an Offer to Purchase, a related Letter of Transmittal and other related documents (the "Offer Documents"). Shareholders may obtain copies of the Offer Documents, without charge, by contacting Georgeson toll free at (877) 278-9670. Shareholders can also obtain the Offer Documents free of charge on the SEC's website at www.sec.gov.

****

BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc. is a non-diversified, closed-end management investment company. BNY Mellon Investment Adviser, Inc., the investment adviser

 
 

for the Fund, is part of BNY Mellon Investment Management. BNY Mellon Investment Management is one of the world's largest asset managers, with $1.9 trillion in assets under management as of June 30, 2022. Through an investor-first approach, BNY Mellon Investment Management brings to clients the best of both worlds: specialist expertise from eight investment firms offering solutions across every major asset class, backed by the strength, stability, and global presence of BNY Mellon. Additional information on BNY Mellon Investment Management is available on www.bnymellonim.com.

BNY Mellon Investment Management is a division of BNY Mellon, which has $43 trillion in assets under custody and/or administration as of June 30, 2022. BNY Mellon can act as a single point of contact for clients looking to create, trade, hold, manage, service, distribute or restructure investments. BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation (NYSE: BK). Additional information is available on www.bnymellon.com. Follow us on Twitter @BNYMellon or visit our newsroom at www.bnymellon.com/newsroom for the latest company news.

BNY Mellon Investment Management's website is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate the website in this release.

The Fund's investment returns and principal values will fluctuate so that an investor's shares may be worth more or less than the original cost. There is no assurance that the Fund will achieve its investment objective. 

 

For Press Inquiries:

BNY Mellon Investment Adviser, Inc.

Courtney Woolston

(212) 635-6027

For Other Inquiries:

BNY Mellon Securities Corporation

The National Marketing Desk

240 Greenwich Street

New York, New York 10286

1-800-334-6899

 


Calculation of Filing Fees Table

 

SC TO-I/A

(Form Type)

 

BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Transaction Value

 

  Transaction Valuation Fee Rate Amount of Filing Fee
Fees to Be Paid $0 - $0
Fees Previously Paid $5,445,860.59(a) .0000927% $504.83(b)
Total Transaction Valuation $5,445,860.59(a)    
Total Fees Due for Filing      
Total Fees Previously Paid     $504.83(c)
Total Fee Offsets     $0
Net Fee Due     $0

 

_______________________

(a)       Estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to purchase up to 55,553 shares of common stock (2.5% of the shares of common stock outstanding as of June 30, 2022, rounded to the nearest whole share) based upon a price of $98.03 (the net asset value per share as of March 31, 2022).

(b)       Calculated at 0.00927% of the Transaction Valuation.

(c)       The fee of $504.83 was paid by the Fund in connection with the filing of its Schedule TO-I on July 15, 2022. This is the final amendment to the Schedule TO and is being filed to report the results of the offer.