ASTA FUNDING INC Filed by MANGROVE PARTNERS MASTER FUND, LTD.

Transcription

1 ASTA FUNDING INC Filed by MANGROVE PARTNERS MASTER FUND, LTD. FORM SC TO-C (Written communication relating to an issuer or third party) Filed 03/15/16 Address 210 SYLVAN AVE ENGLEWOOD CLIFFS, NJ Telephone CIK Symbol ASFI SIC Code Short-Term Business Credit Institutions, Except Agricultural Industry Consumer Financial Services Sector Financial Fiscal Year 09/30 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) ASTA FUNDING, INC. (Name of Subject Company) MPF INVESTCO 4, LLC (Offeror) A direct wholly-owned subsidiary of THE MANGROVE PARTNERS MASTER FUND, LTD. (Parent of Offeror) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) (CUSIP Number of Class of Securities) NATHANIEL AUGUST 645 Madison Avenue, 14 th Floor New York, New York (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: STEVE WOLOSKY, ESQ. OLSHAN FROME WOLOSKY LLP Park Avenue Tower 65 East 55 th Street New York, New York (212) CALCULATION OF FILING FEE: Transaction Valuation * Amount of Filing Fee Not Applicable Not Applicable * A filing fee is not required in connection with this filing as it relates to the preliminary communications made before the commencement of a tender offer.

3 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: ý 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: ý 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 a tender offer: If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) The pre-commencement communication filed under cover of this Schedule TO relates solely to preliminary communications made before the commencement of a tender offer (the Tender Offer ) by MPF InvestCo 4, LLC, a Delaware limited liability company and a wholly owned subsidiary of The Mangrove Partners Master Fund, Ltd, a Cayman Islands exempted company ( Mangrove ) for up to 3,000,000 shares of common stock of Asta Funding, Inc., a Delaware corporation (NASDAQ: ASFI) ( Asta ). On March 15, 2016, Mangrove issued a press release announcing that it intends to commence the Tender Offer. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

4 The Tender Offer referred to in the press release has not yet commenced. The press release is for informational purposes only and does not constitute an offer to sell or purchase, or the solicitation of tenders with respect to the shares of Asta. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Tender Offer will be made solely pursuant to the offering documents. These documents will contain important information about the Tender Offer and shareholders are strongly encouraged to evaluate carefully all information in the offering documents and to consult their investment and tax advisors before making any decision regarding the tender of their shares. If the Tender Offer is commenced, a tender offer statement on schedule to (the Tender Offer Statement ) will be filed with the Securities and Exchange Commission (the SEC ). The Tender Offer Statement, including the offer to purchase, the letter of transmittal, and other related materials, will also be available to Asta s shareholders at no charge on the SEC s website at Item 12. Exhibits. Exhibit No. Description/Exhibit 99.1 Press Release of Mangrove Partners, dated March 15, 2016.

5 Exhibit 99.1 Mangrove Announces Intention to Commence Tender Offer for up to 3,000,000 Shares of Common Stock of Asta Funding, Inc. NEW YORK, March 15, Mangrove Partners ( Mangrove ) today announced that it intends to make a cash tender offer for up to 3,000,000 shares of common stock of Asta Funding, Inc. (NASDAQ: ASFI) ( Asta ) at a price of $9.00 per share. The offer price represents a 6.13% premium over Asta s closing stock price of $8.48 on March 14, 2016 and a 20.32% premium over Asta s closing stock price on March 2, 2016, the day upon which Mangrove filed a Schedule 13D. The shares to be purchased pursuant to the offer represent approximately 24.8% of the outstanding shares of Asta common stock. Mangrove currently owns 2,102,427 shares of Asta common stock, which represents approximately 17.4% of the outstanding shares. Upon completion of the offer, assuming all shares offered for are tendered, Mangrove would beneficially own 5,102,427 shares of Asta common stock, or approximately 42.2% of the outstanding shares. Once the tender offer is commenced, offering materials will be mailed to Asta shareholders and filed with the Securities and Exchange Commission. Asta shareholders are urged to read the offering materials when they become available because they will contain important information. MANGROVE S OFFER WILL NOT BE SUBJECT TO FINANCING. The tender offer will be held open for at least twenty business days following its commencement, and tenders of shares must be made prior to the expiration of the tender offer period. Important Information about the Tender Offer THE TENDER OFFER REFERRED TO IN THIS PRESS RELEASE HAS NOT YET COMMENCED. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF TENDERS WITH RESPECT TO THE SHARES OF Asta. NO OFFER, SOLICITATION, PURCHASE OR SALE WILL BE MADE IN ANY JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION, PURCHASE OR SALE WOULD BE UNLAWFUL. THE OFFER WILL BE MADE SOLELY PURSUANT TO THE OFFERING DOCUMENTS. THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFERING DOCUMENTS AND TO CONSULT THEIR INVESTMENT AND TAX ADVISORS BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES. IF THE TENDER OFFER IS COMMENCED, A TENDER OFFER STATEMENT ON SCHEDULE TO (THE TENDER OFFER STATEMENT ) WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE SEC ). THE TENDER OFFER STATEMENT, INCLUDING THE OFFER TO PURCHASE, THE LETTER OF TRANSMITTAL, AND OTHER RELATED MATERIALS, WILL ALSO BE AVAILABLE TO ASTA S SHAREHOLDERS AT NO CHARGE ON THE SEC S WEBSITE AT Forward-looking Statements This press release may contain forward-looking statements, including, but not limited to, statements regarding Mangrove s offer to acquire shares of Common Stock of Asta. Forward-looking statements may be identified by the use of the words anticipates, expects, intends, plans, should, could, would, may, will, believes, estimates, potential, or continue and variations or similar expressions. These statements are based upon the current expectations and beliefs of Mangrove and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forwardlooking statements. These risks and uncertainties include, but are not limited to, those relating to the contemplated tender offer described in this press release, including uncertainty about the timing of the tender offer, that, if the tender offer is commenced, the conditions to closing the tender offer may not be satisfied, uncertainties as to the amount of shares that will be tendered in the tender offer and Mangrove s ownership interest in Asta following the tender offer, and the risk that the expected benefits to Mangrove from the tender offer may not be realized or maintained. Mangrove undertakes no obligation to update any of these forwardlooking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes. Mangrove Partners Nathaniel August / Philip Lee SOURCE Mangrove Partners