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)
CPG Carlyle Commitments Fund, LLC
(Name of Issuer)
CPG Carlyle Commitments Fund, LLC
(Name of Person(s) Filing Statement)
Class A and Class I Units of Beneficial Interest
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Alex Lee
c/o Macquarie Wealth Advisers, LLC
660 Fifth Avenue
New York, New York 10103
(212) 317-9200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Stuart H. Coleman, Esq.
Stradley Ronon Stevens & Young, LLP
100 Park Avenue, Suite 2000
New York, New York 10017
(212) 812-4124
¨ 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
ITEMS 1-9, AND 11.
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed on February 18, 2025 by CPG Carlyle Commitments Fund, LLC (the "Fund") in connection with an offer (the "Offer") by the Fund to purchase up to $140,000,000 of units of beneficial interest of the Fund ("Units") on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letters of Transmittal. Copies of the Offer to Purchase and Letters of Transmittal were previously filed as Exhibits (a)(1)(ii) and (a)(1)(iii)(a)-(b) to the Statement.
This Final Amendment to the Statement is being filed to report the results of the Offer and to amend the Statement to file additional exhibits reflecting communications that were disseminated to Investors regarding to the Offer. As applicable, Items 1-9 and Item 11 of the Statement, are hereby amended and supplemented by the information set forth in the supplemental exhibits attached hereto, which are incorporated herein by reference.
The additional exhibits include two letters to Investors providing additional information on the results of the Offer and the administrative process for paying proceeds from the Offer to tendering Investors. A third supplemental exhibit reflects a communication to Investors regarding the Fund's tax status as it relates to the Fund's and net asset value. These three letters to Investors are being filed in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended, and are attached hereto as Exhibit (a)(1)(vi), (vii) and (viii). Exhibits (a)(1)(vi) and (a)(1)(vii) hereby amend and replace previously filed Exhibit (a)(1)(v).
The following information is furnished pursuant to Rule 13e-4(c)(4):
1. The Offer expired at the end of the day on March 19, 2025, at 12:00 midnight, New York time.
2. $111,138,120 of Units were validly tendered and not withdrawn prior to the expiration of the Offer, and all of those Units were accepted for purchase, and paid for, by the Fund in accordance with the terms of the Offer.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
ITEM 12. Exhibits.
* Previously filed as an exhibit to the Tender Offer Statement on Schedule TO on February 18, 2025.
** Filed herewith.
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.
| CPG Carlyle Commitments Fund, LLC | ||
| By: | /s/ Alex Lee | |
| Name: | Alex Lee | |
| Title: | Authorized Signatory | |
August 4, 2025
EXHIBIT INDEX
Exhibit