UNITED STATES
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
California First Leasing Corporation
(Name of Subject Company (Issuer))
California First Leasing Corporation
(Name of Filing Person(s) (Issuer))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
130222102
(CUSIP Number of Class of Securities)
Patrick E. Paddon
Chief Executive Officer
California First Leasing Corporation
5000 Birch Street, Suite 500
Newport Beach, CA 92660
(949) 255-0500
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the Filing Person(s))
With copies to:
| Joshua A. Dean, Esq. |
|
S. Leslie Jewett |
| Jason R. Schendel, Esq. |
|
Chief Financial Officer |
| Daniel Clausen, Esq. |
|
California First Leasing Corporation |
| Sheppard, Mullin, Richter & Hampton LLP |
|
5000 Birch Street, Suite 500 |
| 650 Town Center Drive, Tenth Floor |
|
Newport Beach, CA 92660 |
| Costa Mesa, CA 92626 |
|
|
October 23, 2023
(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. |
| |
☒ |
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: ☐
SCHEDULE TO
This Tender Offer Statement on Schedule TO (this
“Schedule TO”) is filed by California First Leasing Corporation, a California corporation (the “Company”), with
respect to its offer to purchase up to 200,000 shares of its common stock, par value $0.01 per share (collectively, the “shares”),
at a price of $16.50 per share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms
and subject to the conditions set forth in the Company’s Offer to Purchase, dated October 23, 2023 (as amended or supplemented from
time to time, the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter
of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), a copy of which is attached hereto
as Exhibit (a)(1)(B) and which, collectively with the Offer to Purchase, constitute the “tender offer.”
This Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Pursuant to General Instruction F to Schedule
TO, the information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to
the items of this Schedule TO, as more particularly described below.
| ITEM 1. |
SUMMARY TERM SHEET |
The table below sets forth a number of important dates related
to this tender offer. Please refer to this table as you read this document. Capitalized terms used, but not defined, in this
table bear the meanings given to them later in this document or in the Offer to Purchase.
| Date |
|
Name of Date |
|
Definition |
| |
|
|
| October 23, 2023 |
|
Commencement Date |
|
the date as of which the tender offer will commence |
| |
|
|
| December 4, 2023 |
|
Expiration Date* |
|
the date by which a shareholder who has previously provided proper notice to the Depositary of such shareholder’s desire to tender shares may properly notify the Depositary of such shareholder’s desire to withdraw its previous tender request |
| |
|
|
| December 5, 2022 |
|
Acceptance Date* |
|
the date which the Company will notify each shareholder whose shares have been accepted for repurchase |
| * |
Subject to change in the event that the Company properly authorizes an extension of time during which the tender offer is pending. In the event of any such extension, shareholders will be notified in writing by the Company. Because the Company does not presently anticipate authorizing any such extension, the Company strongly recommends that shareholders make any decisions with respect to this tender offer based on the dates specified in the table above. In no case will the Company make full payment of all consideration offered later than sixty-five (65) days after the last day that shares may be tendered pursuant to the Offer. |
The Company is offering to purchase up to 200,000 shares and each share
tendered for purchase will be purchased for $16.50 per share. Shareholders desiring to tender shares for purchase must do so by 5:00 p.m.,
New York City time, on December 4, 2023 (or, in the event of any extension of the tender offer to purchase shares for cash on the terms
and conditions set out in the Offer to Purchase and the related Letter of Transmittal (which, together constitute the “tender offer”),
by the latest applicable Expiration Time). Shareholders have the right to change their minds and withdraw any tenders of their shares
until 5:00 p.m., New York City time, on December 4, 2023 (or, in the event of any extension of the tender offer, by the latest applicable
Expiration Time).
Assuming that all of the conditions to the tender
offer are satisfied or waived, if less than 200,000 shares are validly tendered and not validly withdrawn prior to 5:00 p.m., New York
City time, on December 4, 2023 (or, in the event of any extension of the tender offer, by `the latest applicable Expiration Time), the
Company will buy all shares properly tendered. Assuming that all of the conditions to the tender offer are satisfied or waived, if more
than 200,000 shares are validly tendered and not validly withdrawn prior to December 4, 2022 (or, in the event of any extension of the
tender offer, by the latest applicable Expiration Time), the Company will buy such shares as nearly as may be pro rata, disregarding fractions,
according to the number of shares validly tendered (and not validly withdrawn) by each tendering shareholder prior to the Expiration Time,
except for “odd lots” (lots held by beneficial owners of fewer than
100 shares), which will be purchased on a priority basis.
The Company reserves the right to also accept for purchase at $16.50 per share pursuant to the tender offer up to an additional 2% of
our outstanding shares without extending the expiration of the tender offer.
If a shareholder tenders any of its shares and
the Company agrees to repurchase those shares, the Company will notify the shareholder of such acceptance. Such shareholder will receive
an amount equal to $16.50 per share accepted for tender.
If the Company accepts the tender of the shareholder’s
shares, the Company will make payment for the shares it purchases from cash on hand.
Shareholders desiring to tender shares for purchase
must do so by 5:00 p.m., New York City time, on December 4, 2023 (or, in the event of any extension of the tender offer, by the latest
applicable Expiration Time). The tender offer is subject to certain conditions which are described in the accompanying Offer to Purchase.
In the event all of the conditions to the tender offer are not satisfied or waived, the Company will not be obligated to purchase any
shares that have been tendered. Until 5:00 p.m., New York City time, on December 4, 2023 (or, in the event of any extension of the tender
offer, by the latest applicable Expiration Time), shareholders have the right to change their minds and withdraw any tenders of their
shares. Shares withdrawn may be re-tendered, however, provided that such tenders are made before 5:00 p.m., New York City time, on December
4, 2023 (or, in the event of any extension of the tender offer, by the latest applicable Expiration Time) by following the tender procedures
described herein.
If a shareholder would like the Company to purchase any of its Shares,
it should complete, sign, and either mail (via certified mail, return receipt requested) or otherwise deliver a Letter of Transmittal
to the Depository at either of the following addresses:
| Overnight Delivery: |
|
Regular Mail: |
| Computershare |
|
Canton, MA 02021 |
| c/o Voluntary Corporate Actions |
|
c/o Voluntary Corporate Actions |
| 150 Royall Street, Suite V |
|
P.O. Box 43011 |
| Canton, MA 02021 |
|
Providence, RI 02940-3011 |
so that it is received before 5:00 p.m., New York
City time, on December 4, 2023 (or, in the event of any extension of the tender offer, by the latest applicable Expiration Time).
The tender offer is subject to certain conditions
which are described in the accompanying Offer to Purchase. Please note that, just as each shareholder has the right to withdraw its tender,
the Company will not be obligated to purchase any shares that have been tendered in the event all of the conditions to the tender offer
are not satisfied or waived. In addition, the Company has the right to amend or extend this tender offer at any time before 5:00 p.m.,
New York City time, on December 4, 2023 (or, in the event of any extension of the tender offer, by the latest applicable Expiration Time).
The Company will provide written notice, in compliance with applicable law, of any amendment or extension of the tender offer or in the
event the conditions to the tender offer are not satisfied or waived. A shareholder tendering all of its shares will remain a shareholder
of the Company through the time the Company accepts such shareholder’s shares for purchase.
| ITEM 2. |
ISSUER INFORMATION |
(a) The name of the issuer is California First
Leasing Corporation (the “Company”). The Company is registered under the Investment Company Act of 1940, as amended (the “1940
Act”), as an internally managed non-diversified closed-end investment company. The Company is organized as a California corporation.
The Company’s principal executive office is located at 5000 Birch Street, Suite 500, Newport Beach, CA 92660, and its telephone
number is (949) 255-0500.
(b) The title of the securities which are the
subject of the tender offer is “shares of common stock, par value $0.01 per share, of the Company” (the “shares”).
Subject to the conditions set out in the Offer to Purchase, the Company will purchase up to 200,000 shares which are tendered and not
withdrawn by shareholders as described above in Item 1, subject to any applicable extension of the tender offer.
(c) The information set forth in the section captioned
“Introduction” in the Offer to Purchase is incorporated herein by reference. Section 7 (“Price Range of Shares; Dividends”)
of the Offer to Purchase is incorporated herein by reference.
| ITEM 3. |
IDENTITY AND BACKGROUND OF FILING PERSON |
The name of the filing person (i.e., the
Company and the subject company) is California First Leasing Corporation. The Company’s principal executive office is located at
5000 Birch Street, Suite 500, Newport Beach, CA 92660, and its telephone number is (949) 255-0500. The information set forth in Section
9 (“Certain Information Concerning Us”) and Section 10 (“Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning the Shares”) in the Offer to Purchase are incorporated herein by reference.
| ITEM 4. |
TERMS OF THE TRANSACTION |
(a) The information set forth in the sections
of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference.
The information set forth in Section 1 (“Number of Shares; Proration”), Section 2 (“Purpose of the Tender Offer; Certain
Effects of the Tender Offer”), Section 3 (“Procedures for Tendering Shares”), Section 4 (“Withdrawal Rights”),
Section 5 (“Purchase of Shares and Payment of Purchase Price”), Section 6 (“Conditions of the Offer”), Section
8 (“Source and Amount of Funds”), Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares”), Section 11 (“Certain Risks and Considerations Related to the Tender Offer”), Section 13 (“Material
U.S. Federal Income Tax Consequences”), Section 14 (“Extension of the Tender Offer; Termination; Amendment”) and Section
16 (“Miscellaneous”) of the Offer to Purchase are incorporated herein by reference.
(b) The information set forth in the sections
of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” are incorporated herein by reference.
The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning
the Shares”) in the Offer to Purchase is incorporated herein by reference.
| ITEM 5. |
PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS, AND AGREEMENTS |
The information set forth in Section 10 (“Interests
of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated
herein by reference.
| ITEM 6. |
PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS |
(a) The information set forth in the section of
the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section
2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) of the Offer to Purchase are incorporated herein by
reference.
(b) The information set forth in Section 2 (“Purpose
of the Tender Offer; Certain Effects of the Tender Offer”) of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 2 (“Purpose
of the Tender Offer; Certain Effects of the Tender Offer”) and Section 11 (“Interests of Directors and Executive Officers,
Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 7. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
(a) The information set forth in Section 8 (“Source
and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in Section 6 (“Conditions
of the Offer”) and Section 8 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
(d) The information set forth in Section 8 (“Source
and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 8. |
INTEREST IN SECURITIES OF THE ISSUER |
(a) The information set forth in Section 10 (“Interests
of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in Section 10 (“Interests
of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated
herein by reference.
| ITEM 9. |
PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED, OR USED |
The information set forth in Section 15 (“Fees
and Expenses; Information Agent; Depositary”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 10. | FINANCIAL STATEMENTS |
(a) (1) Reference is made to the audited financial
statements of the Company for the fiscal year ended June 30, 2023, which were furnished to shareholders, and filed with the Securities
and Exchange Commission on Form N-CSR under the 1940 Act on August 10, 2023. Such financial statements are incorporated herein by reference
in their entirety.
| |
(2) |
The Company is not required to, and does not, file quarterly unaudited financial statements under the Securities Exchange Act of 1934. |
| |
(4) |
See (a)(1) and (a)(2) above. |
(b) Not applicable.
| ITEM 11. |
ADDITIONAL INFORMATION |
(a) The information set forth in Section 2 (“Purpose
of the Tender Offer; Certain Effects of the Tender Offer”), Section 9 (“Certain Information Concerning Us”), Section
10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 11 (“Certain
Risks and Considerations Related to the Tender Offer”), and Section 12 (“Legal Matters; Regulatory Approvals”) in the
Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Offer to
Purchase and the Letter of Transmittal, as each may be amended or supplemented from time to time, is incorporated herein by reference.
Reference is hereby made to the following exhibits which collectively
constitute the Offer to Shareholders and are incorporated herein by reference:
| ITEM 13. |
Information Required by Schedule 13e-3 |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set out in this statement is true, complete, and correct.
| |
California First Leasing Corporation |
| |
|
| |
By: |
/s/ S. Leslie Jewett |
| |
Name: |
S. Leslie Jewett |
| |
Title: |
Chief Financial Officer |
| |
Date: |
October 23, 2023 |
5
Exhibit (a)(1)(A)
| |
 |
|
California First Leasing Corporation |
Offer to Purchase for
Cash
Up to 200,000 shares
of its Common Stock
At a Purchase Price
of $16.50 Per Share
CUSIP: 130222102
Investment Company
Act File Number 811-23782
THE TENDER OFFER, THE
PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 4, 2023, UNLESS THE TENDER OFFER IS EXTENDED
OR TERMINATED.
California First Leasing
Corporation., a California corporation (the “Company,” “we,” “us,” or “our”), hereby offers
to purchase for cash up to 200,000 shares of its issued and outstanding common stock, par value $0.01 per share (the “shares”),
at a price of $16.50 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions
set forth in this Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”), the related
Letter of Transmittal and the other materials filed as exhibits to the Issuer Tender Offer Statement on Schedule TO-I (that we have filed
with the U.S. Securities and Exchange Commission (the “SEC”)) (such materials, collectively, as they may be amended or supplemented
from time to time, the “tender offer materials”). The terms and conditions set forth in the tender offer materials collectively
constitute the “tender offer.” The tender offer will expire at 5:00 p.m., New York City time, on December 4, 2023 (such
time and date, as the same may be extended, the “Expiration Time”), unless extended or terminated.
Upon the terms and subject
to the conditions of this Offer to Purchase, including the provisions relating to “odd lot” priority and proration described
in this Offer to Purchase, we will pay for shares properly tendered and not properly withdrawn pursuant to the tender offer at a purchase
price (the “Purchase Price”) of $16.50 per share. If less than 200,000 shares are validly tendered and not validly withdrawn
prior to the Expiration Time, we will buy all shares properly tendered at the Purchase Price. If more than 200,000 shares are validly
tendered and not validly withdrawn prior to the Expiration Time, we will buy such shares as nearly as may be pro rata, disregarding fractions,
according to the number of shares validly tendered (and not validly withdrawn) by each tendering shareholder prior to the Expiration Time,
except for “odd lots” (lots held by beneficial owners of less than 100 shares), which will be purchased on a priority basis.
We reserve the right to also accept for purchase at the Purchase Price pursuant to the tender offer up to an additional 2% of our outstanding
shares without extending the expiration of the tender offer.
Assuming that the conditions
to the tender offer are satisfied or waived and the tender offer is fully subscribed, at a purchase price per share of $16.50 we would
purchase 200,000 shares, representing approximately 2.1% of our outstanding shares as of September 30, 2023. Shares tendered but not purchased
in the tender offer will be returned to the tendering shareholders at our expense promptly after the Expiration Time.
If more than 200,000
shares are validly tendered in the tender offer and not validly withdrawn, we reserve the right to accept for purchase at the Purchase
Price pursuant to the tender offer up to an additional 2% of our outstanding shares without extending the tender offer. See Section 1.
After tenders of shares
have been accepted for purchase by us, payment will be made through Computershare Trust Company, N.A., the depositary for the tender offer
(“Computershare” or the “Depositary”), which will act as agent for the purpose of receiving payment from us and
transmitting payment to the tendering shareholders. See Section 5.
THE TENDER OFFER IS
NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION
6.
Our shares are listed
and traded on the OTCQX Premier Market under the trading symbol “CFNB.” On October 20, 2023, the last trading day prior to
the commencement by the Company of the tender offer, the last reported sale price of the shares on the OTCQX Premier Market was $16.50
per share. The net asset value per share as of September 30, 2023 was $22.74. You are urged to obtain current market quotations for the
shares. See Section 7.
OUR BOARD OF DIRECTORS
HAS APPROVED THE TENDER OFFER. HOWEVER, NONE OF THE COMPANY, OUR BOARD OF DIRECTORS, THE INFORMATION AGENT, THE DEPOSITARY OR ANY OF OUR
OR THEIR
RESPECTIVE AFFILIATES
MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION
AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN SO DOING, YOU SHOULD READ CAREFULLY ALL OF THE INFORMATION
IN THIS OFFER TO PURCHASE, AND IN THE OTHER TENDER OFFER MATERIALS, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. SEE SECTION 2.
YOU ARE URGED TO DISCUSS YOUR DECISIONS WITH YOUR TAX ADVISOR, FINANCIAL ADVISOR AND/OR BROKER. THE
COMPANY’S directors and officers are entitled to participate in the TENDER Offer on the same basis as all other shareholders, subject
to internal compliance requirements and they have no obligation to inform us whether they plan to participate in the TENDER Offer.
Neither the SEC nor any
state, foreign, or local securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of
such transaction or passed upon the adequacy or accuracy of the information contained in this Offer to Purchase. Any representation to
the contrary is a criminal offense.
If you have questions
or need assistance, you should contact the Company at its address and telephone number set forth on the back cover of this Offer to Purchase.
If you require additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or other related
materials, you should contact the Company.
The date of this offer
to purchase is October 23, 2023
IMPORTANT
Questions and requests
for assistance may be directed to Georgeson LLC, the information agent for the tender offer (“Georgeson” or the “Information
Agent”) and you may request additional copies of the tender offer materials from the Information Agent at its telephone number and
address set forth on the back cover of this Offer to Purchase. Shareholders also may contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the tender offer. If you want to tender all or some of your shares, you must do one
of the following before the tender offer expires:
| |
● |
if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such nominee and have such nominee tender your shares for you by following the instructions they will give to you; |
| |
● |
if you are an institution participating in The Depository Trust Company, referred to as “Book-Entry Transfer Facility” in this Offer to Purchase, tender your shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or |
| |
● |
if you hold certificates or book entry shares in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to the Depositary, at its address shown on the Letter of Transmittal. |
Beneficial owners
should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for
participation in the tender offer. Accordingly, beneficial owners wishing to participate in the tender offer should contact their broker,
dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take
action in order to participate in the tender offer.
If you want to tender
your shares but your certificates for the shares are not immediately available or cannot be delivered to the Depositary within the required
time or you cannot comply with the procedures for book-entry transfer, or your other required documents cannot be delivered to the Depositary
by the Expiration Time of the tender offer, you may still tender your shares if you comply with the guaranteed delivery procedure described
in Section 3.
TO TENDER SHARES PROPERLY,
OTHER THAN SHARES REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, YOU MUST PROPERLY COMPLETE
AND DULY EXECUTE THE LETTER OF TRANSMITTAL.
THIS TENDER OFFER DOES
NOT CONSTITUTE AN OFFER TO PURCHASE SHARES IN ANY JURISDICTION IN WHICH, OR FROM ANY PERSON FROM WHOM, IT IS UNLAWFUL TO MAKE THE TENDER
OFFER UNDER APPLICABLE SECURITIES OR BLUE-SKY LAWS. SUBJECT TO APPLICABLE LAW (INCLUDING RULE 13E-4(D)(2) UNDER THE U.S. SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), WHICH REQUIRES THAT MATERIAL CHANGES IN THE TENDER OFFER BE PROMPTLY DISSEMINATED
TO SECURITY
HOLDERS IN A MANNER REASONABLY DESIGNED TO INFORM THEM OF SUCH CHANGES), DELIVERY OF THIS OFFER TO PURCHASE SHALL NOT UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS OFFER TO PURCHASE IS CORRECT
AS OF ANY TIME AFTER THE DATE OF THIS OFFER TO PURCHASE OR THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION INCLUDED OR INCORPORATED BY
REFERENCE HEREIN OR IN OUR AFFAIRS SINCE THE DATE HEREOF.
OUR BOARD OF DIRECTORS
HAS APPROVED THE TENDER OFFER. HOWEVER, NONE OF THE COMPANY, OUR BOARD OF DIRECTORS, THE INFORMATION AGENT, THE DEPOSITARY OR ANY OF OUR
OR THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES.
YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN SO DOING, YOU SHOULD READ
CAREFULLY ALL OF THE INFORMATION IN THIS OFFER TO PURCHASE, AND IN THE OTHER TENDER OFFER MATERIALS, INCLUDING OUR REASONS FOR MAKING
THE TENDER OFFER. SEE SECTION 2. YOU ARE URGED TO DISCUSS YOUR DECISIONS WITH YOUR TAX ADVISOR, FINANCIAL ADVISOR AND/OR BROKER. OUR DIRECTORS
AND OFFICERS ARE ENTITLED TO PARTICIPATE IN THE TENDER OFFER ON THE SAME BASIS AS ALL OTHER SHAREHOLDERS, SUBJECT TO INTERNAL COMPLIANCE
REQUIREMENTS AND THEY HAVE NO OBLIGATION TO INFORM US WHETHER THEY PLAN TO PARTICIPATE IN THE TENDER OFFER.
WE HAVE NOT AUTHORIZED
ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THE TENDER
OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE TENDER OFFER OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR INCORPORATED BY REFERENCE OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY
RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY ON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION
AS HAVING BEEN AUTHORIZED BY US, THE INFORMATION AGENT, THE DEPOSITARY OR ANY OF OUR OR THEIR RESPECTIVE AFFILIATES.
You
should carefully evaluate all information in this Offer to Purchase, consult your own financial, legal and tax advisors and make your
own decision as to whether to participate in the tender Offer contemplated by this Offer to Purchase. In reviewing and evaluating this
Offer to Purchase, you should bear in mind the risks, disclosures and statements set forth in Section 11 “Certain Risks and Considerations
Related to the TENDER Offer”.
This
Offer to Purchase is not intended to be distributed in any jurisdiction in which the tender Offer would violate any securities law, statute
or other similar regulation, or in which the shareholders would not be permitted to receive payment for the sale of their shares under
applicable law or regulation (each, an “Excluded Jurisdiction”). Any person who resides in any Excluded Jurisdiction is not
permitted to participate in the TENDER Offer, and any attempt by such a person to participate in the TENDER Offer will be null and void.
This
Offer to Purchase contains forward-looking statements within the meaning of the federal securities laws, which statements are subject
to substantial risks and uncertainties. These forward-looking statements are made throughout this Offer to Purchase. Forward-looking statements
include all statements that are not statements of historical facts and can be identified by words such as “anticipates,” “believes,”
“could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “projects,” “should,” “will,” “would”
or similar expressions and the negatives of those expressions.
The
forward-looking statements set forth in, or incorporated by reference in, this Offer to Purchase represent the Company’s management’s
current beliefs and assumptions based on information currently available. The Company will not update any information set forth in this
Offer to Purchase unless required by applicable law.
Forward-looking
statements involve numerous known and unknown risks, uncertainties and other factors that may cause the actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements.
Moreover,
the Company operates in an evolving environment. New risks and uncertainties emerge from time to time, and it is not possible for the
Company to predict all risks and uncertainties, nor can the Company assess the impact of all factors on the Company’s business,
the TENDER Offer or the extent to which any factor, or combination of factors, may cause actual future outcomes to be materially different
from those expressed or implied by any forward-looking statements. Given the above-described risks and uncertainties regarding the forward-looking
statements set forth in this Offer to Purchase, you should not rely on such forward-looking statements.
TABLE OF CONTENTS
SUMMARY TERM SHEET
We are providing this summary term sheet for
your convenience. It highlights certain material information in this Offer to Purchase, but you should realize that it does not describe
all of the details of the tender offer to the same extent described elsewhere in this Offer to Purchase. We urge you to read carefully
the entire Offer to Purchase, the related Letter of Transmittal and the other tender offer materials because they contain the full details
of the tender offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion.
Who is offering to purchase my shares?
We (California First Leasing Corporation) are offering to purchase
your shares. See Section 1.
What will be the Purchase Price for the shares?
We are offering to purchase up to 200,000 shares,
upon the terms and subject to the conditions of the tender offer, at a Purchase Price of $16.50 per share, less any applicable withholding
taxes and without interest, for each share we purchase pursuant to the tender offer. We will determine the shares purchased promptly following
the Expiration Time, on the terms and subject to the conditions of the Offer to Purchase (including the “odd lot” priority
and proration provisions). See Section 1.
What will be the form of payment of the Purchase Price?
If your shares are purchased in the tender offer,
you will be paid the Purchase Price in cash, less any applicable withholding taxes and without interest, for each of your shares that
we purchase pursuant to the tender offer. On the terms and subject to the conditions of the Offer to Purchase (including the “odd
lot” priority and proration provisions), promptly following the Expiration Time, we will pay the Purchase Price less any applicable
withholding taxes and without interest, for each of your shares that we purchase pursuant to the tender offer. See Section 5.
How many shares will the Company purchase?
We will purchase up to 200,000 shares representing
approximately 2.1% of our outstanding shares as of October 23, 2023, having an aggregate purchase price of $3,300,000, or a lower amount
depending on the number of shares of common stock validly tendered and not validly withdrawn pursuant to the tender offer. Upon the terms
and subject to the conditions of the tender offer, if 200,000 or fewer shares are validly tendered and not properly validly prior to the
Expiration Time, we will buy all shares validly tendered and not validly withdrawn.
If more than 200,000 shares are validly tendered
and not validly withdrawn, we will buy such shares as nearly as may be pro rata, disregarding fractions, according to the number of shares
validly tendered (and not validly withdrawn) by each tendering shareholder prior to the Expiration Time, except for “odd lots”
(lots held by beneficial owners of less than 100 shares), which will be purchased on a priority basis. We reserve the right to accept
for purchase at the Purchase Price pursuant to the tender offer up to an additional 2% of our outstanding shares without extending the
expiration of the tender offer. See Section 1.
The tender offer is not conditioned on any minimum
number of shares being tendered. The tender offer is, however, subject to other conditions. See Section 6.
How will the Company pay for the shares?
The Company will fund the tender offer with cash
on hand. Assuming the tender offer is fully subscribed, and assuming we do not exercise our right to purchase up to an additional 2% of
our outstanding shares, we expect the aggregate cost of the purchases, including all fees and expenses related to the tender offer, to
be approximately $3,400,000.
How long do I have to tender my shares?
You may tender your shares until the Expiration
Time of 5:00 p.m., New York City time, on December 4, 2023, unless we extend or terminate the tender offer. We may choose to extend the
tender offer for any reason. We cannot assure you that the tender offer will be extended or, if extended, for how long. See Section 1
and Section 14. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that, for administrative
reasons, such nominee has an earlier deadline that must be met for your shares to be tendered by the Expiration Time. Accordingly, beneficial
owners wishing to participate in the tender offer should contact their broker, dealer, commercial bank, trust company or other nominee
as soon as possible in order to determine the times by which such owner must take action in order to participate in the tender offer.
Can the tender offer be extended, amended or terminated, and under
what circumstances?
We can extend or amend the tender offer in our
sole discretion, subject to applicable laws. If we extend the tender offer, we will delay the acceptance of any shares that have been
tendered. We can terminate the tender offer under certain circumstances. See Section 6 and Section 14.
How will I be notified if the Company extends the tender offer or
amends the terms of the tender offer?
We will issue a press release no later than 9:00
a.m., New York City time, on the business day after the previously scheduled expiration time if we decide to extend the tender offer.
We will announce any amendment to the tender offer by making a public
announcement of the amendment. In the event that the terms of the
tender offer are amended, we will file with the SEC an amendment to our Tender Offer Statement on Schedule TO relating to the tender offer
describing the amendment. See Section 14.
What is the purpose of the tender offer?
The tender offer represents a mechanism to provide
shareholders with the potential for a measure of liquidity since the Board of Directors has decided not to pay a cash dividend in calendar
2023, and the limited trading volume for our common stock may restrict shareholders’ (particularly those with larger positions)
ability to sell their shares on the open market. The tender offer also provides shareholders an efficient way to sell their shares without
incurring broker’s fees of commissions associated with open market sales. Our Board of Directors believes that the current and recent
price levels for our common stock do not fully reflect the value of our business. Accordingly, a repurchase of shares of common stock
represents a prudent use of our available cash, while simultaneously providing an opportunity for shareholders to tender all or a portion
of the shares and receive a return of some or all of their investment if they so elect.
Are there any conditions to the tender offer?
Yes. Our obligation to accept and pay for your
tendered shares depends on a number of conditions that must be satisfied in our reasonable judgment or waived on or prior to the Expiration
Time, including:
| |
● |
No legal action shall have been threatened, instituted or pending that challenges or relates to the tender offer or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations, or prospects or otherwise materially impair the contemplated future conduct of our business or our ability to purchase shares in the tender offer; |
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● |
No general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred; |
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● |
No commencement or escalation of war, armed hostilities, or other international or national calamity (including the conflict between Russia and Ukraine and the conflict in the Middle East, to the extent that there is any material adverse development related thereto on or after October 20, 2023 that in our reasonable judgment makes it inadvisable for us to proceed with the tender offer), including, but not limited to, any outbreak of a pandemic or contagious disease (including the COVID-19 pandemic, to the extent that there is any material adverse development related thereto on or after October 20, 2023 that in our reasonable judgment makes it inadvisable for us to proceed with the tender offer) or an act of terrorism, directly or indirectly involving the United States shall have occurred on or after October 20, 2023, the last trading day prior to the commencement of the tender offer; |
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● |
No changes in the general political, market, economic or financial conditions in the United States or abroad that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or otherwise), assets, income, operations or prospects; |
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● |
No decline shall have occurred in the market price for our shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index by more than 10% from the close of business on October 20, 2023; |
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● |
No limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or event that could reasonably be expected to materially affect, the extension of credit by banks or other lending institutions in the United States shall have occurred; |
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● |
No tender or exchange offer for any or all of our shares, or any merger, acquisition, business combination or other similar transaction with or involving us shall have been proposed, announced or made by any person or shall have been publicly disclosed since October 20, 2023, and we shall not have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction, other than in the ordinary course of business (in each case other than the tender offer) since October 20, 2023; |
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● |
No change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the tender offer; |
| |
● |
No person (including a group) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the outstanding shares (other than as publicly disclosed in a filing with the SEC on or before October 20, 2023) nor shall any new group have been formed that beneficially owns more than 5% of the outstanding shares; |
| |
● |
No person (including a group) that has publicly disclosed in a filing with the SEC on or before October 20, 2023 that it has beneficial ownership of more than 5% of the outstanding shares shall have acquired, or publicly announced its proposal to acquire, beneficial ownership of an additional 1% or more of our outstanding shares; and |
| |
● |
No person shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our assets or securities. |
The conditions and other conditions to the tender offer are set forth
above are described in greater detail in Section 6.
How will the tender offer affect the number of our shares outstanding
and the number of record holders?
As of October 23, 2023, we had 9,703,456 shares
of common stock outstanding. If the conditions to the tender offer are satisfied or waived and the tender offer is fully subscribed, we
will purchase 200,000 shares which represents approximately 2.1% of our outstanding shares as of October 23, 2023, and we will have 9,503,456
shares outstanding immediately following completion of the tender offer. The actual number of shares outstanding immediately following
completion of the tender offer will depend on the number of shares tendered. See Section 1.
In addition, if more than 200,000 shares are validly
tendered and not validly withdrawn, we reserve the right to accept for purchase at the Purchase Price pursuant to the tender offer up
to an additional 2% of our outstanding shares without extending the tender offer. See Section 1.
Shareholders who do not have their shares purchased
in the tender offer will realize a proportionate increase in their relative ownership interest in the Company following the purchase of
shares pursuant to the tender offer. See Section 2.
Following the tender offer, will the Company’s common stock
continue to be listed on the OTCQX Premier Market?
Yes, the Company has determined that the transaction
will not cause the Company to no longer be eligible to continue to trade on the OTCQX Premier Market See Section 2.
If I own fewer than 100 shares and I tender all of my shares, will
I be subject to proration?
If you own, beneficially or of record, fewer than
an aggregate of 100 shares and you validly tender all of such shares prior to the Expiration Time (and do not validly withdraw such shares)
and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed
Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them
to proration. See Section 1.
How do I tender my shares?
To tender your Shares prior to 5:00 p.m., New
York City time, on December 4, 2023, unless the tender offer is extended:
| |
● |
You must deliver the certificate(s) evidencing your shares and a properly completed and duly executed Letter of Transmittal to the Depositary at the address appearing on the back cover of this Offer to Purchase; or |
| |
|
|
| |
● |
The Depositary must receive a confirmation of receipt of your shares by book-entry transfer and a properly completed and duly executed Letter of Transmittal or an Agent’s Message (as defined in Section 3), in the case of a book-entry transfer; or |
| |
|
|
| |
● |
You must comply with the guaranteed delivery procedure outlined in Section 3. |
Beneficial owners should be aware that their broker,
dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the tender offer.
Accordingly, beneficial owners wishing to participate in the tender offer should contact their broker, dealer, commercial bank, trust
company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate
in the tender offer.
If you want to tender your shares, but your certificates
for the shares are not immediately available or cannot be delivered to the Depositary, you cannot comply with the procedure for book-entry
transfer or you cannot deliver the other required documents to the Depositary by the Expiration Time of the tender offer, you may still
tender your shares if you comply with the guaranteed delivery procedure described in Section 3.
You may contact the Company or your broker for
assistance. The contact information for the Company is set forth on the back cover of this Offer to Purchase. See Section 3 and the instructions
to the Letter of Transmittal.
Can I change my mind after I have tendered shares in the tender
offer, but before the Expiration Time?
Yes. You may withdraw any shares you have tendered
at any time before the Expiration Time, which will occur at 5:00 p.m., New York City time on December 4, 2023, unless we extend or terminate
the tender offer. If we have not accepted for payment the shares you have tendered to us by 5:00 p.m., New York City time, on December
20, 2023 (the 40th business day following the commencement of the tender offer), you may also withdraw your shares at that time. See Section
4.
If you hold interests in shares through a broker,
you must follow the broker’s procedures described in instructions that you will receive, which may include an earlier deadline for
notifying the broker of your desire to withdraw your shares.
How do I withdraw shares I previously tendered?
You must deliver on a timely basis a written notice
of your withdrawal to the Depositary at the address appearing on the back cover of this Offer to Purchase. Your notice of withdrawal must
specify your name, the number of shares to be withdrawn and the name of the registered holder of such shares. Additional requirements
will apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under
the procedure for book-entry transfer set forth in Section 3. See Section 4.
In what order will the Company purchase the tendered shares?
If the conditions to the tender offer have been
satisfied or waived and 200,000 or fewer shares are validly tendered and not validly withdrawn prior to the Expiration Time, we will buy
all shares properly tendered at the Purchase Price.
If the conditions to the tender offer have been
satisfied or waived and more than 200,000 shares have been validly tendered and not validly withdrawn prior to the Expiration Time, we
will purchase shares:
| |
● |
first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares and do not properly withdraw them prior to the Expiration Time; and |
| |
● |
second, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other shareholders who properly tender shares and do not properly withdraw them before the Expiration Time |
Therefore, it is possible that we will not purchase
any or all of the shares that you tender. See Section 1.
Has the Company or its Board of Directors adopted a position on
the tender offer?
While our Board of Directors has authorized the
tender offer, it has not made, nor have the Company, the Information Agent, the Depositary or any of their respective affiliates made,
any recommendation to you as to whether you should tender or refrain from tendering your shares.
We cannot predict how our common stock will trade
after expiration of the tender offer, and it is possible that our common stock price will trade above the tender offer price after expiration
of the tender offer. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In doing
so, you should read carefully all of the information in, or incorporated by reference in, this Offer to Purchase, in the related Letter
of Transmittal and in the other tender offer materials. You are urged to discuss these matters with your own tax advisor, financial advisor
and/or broker.
Will the Company’s directors and executive
officers tender shares in the tender offer?
Our directors and officers are entitled to participate
in the tender offer on the same basis as all other shareholders, subject to internal compliance requirements and they have no obligation
to inform us whether they plan to participate in the tender offer. If our directors and executive officers do not tender any of their
shares in the tender offer, the percentage of shares owned by officers and directors of the Company is expected to increase upon consummation
of the tender offer.
If I decide not to tender, how will the tender offer affect my shares?
Shareholders who choose not to tender will own
a greater percentage interest in our outstanding common stock following consummation of the tender offer.
What is the accounting treatment of the tender
offer?
The accounting for the purchase of shares pursuant
to the tender offer will result in a reduction of our shareholders’ equity in an amount equal to the aggregate purchase price, including
transaction fees, of the shares we purchase and a corresponding reduction in cash and cash equivalents. Company’s management expects
that the book value per share may increase by less than 1%. See Section 2.
When and how will the Company pay for the shares I tender?
Promptly after the Expiration Time, we will pay
the Purchase Price, less any applicable withholding taxes and without interest, for the shares we purchase. We will announce the preliminary
results of the tender offer, including preliminary information about any expected proration, on the business day following the Expiration
Time. We will pay for the shares accepted for purchase by depositing the aggregate Purchase Price with the Depositary promptly after the
Expiration Time. The Depositary will transmit to you the payment for all of your shares accepted for payment. See Section 5.
What is a recent market price for the shares?
On October 20, 2023, the last trading day prior
to the commencement by the Company of the tender offer, the closing price of the shares on the OTCQX Premier Market was $16.50 per share.
You are urged to obtain current market quotations for the shares. See Section 7.
Will I have to pay brokerage fees and commissions if I tender my
shares?
If you are a holder of record of your shares and
you tender your shares directly to the Depositary, you will not incur any brokerage fees or commissions. If you hold your shares through
a broker, dealer, commercial bank, trust company or other nominee and such nominee tenders shares on your behalf, such nominee may charge
you a fee for doing so. We urge you to consult your broker or other nominee to determine whether any charges will apply. See Sections
5 and 15.
Does the Company intend to repurchase any shares other than pursuant
to the tender offer during or after the tender offer?
The Company currently does not intend to purchase any shares other
than pursuant to the tender offer.
What are the U.S. federal income tax consequences if I tender my
shares?
Generally, the receipt of cash for your tendered
shares will be treated for U.S. federal income tax purposes either as (1) consideration received in a sale or exchange of the tendered
shares or (2) a distribution in respect of your shares. If you are a U.S. Holder (as defined in Section 13), generally, you will be subject
to U.S. federal income taxation upon the receipt of cash in exchange for the shares that you tender. See Section 13 for additional information.
If you are a Non-U.S. Holder (as defined in Section
13), if the receipt of cash by you is treated as consideration received in a sale or exchange, and such consideration is not effectively
connected with your conduct of a trade or business in the United States, you generally will not be subject to U.S. federal income taxation
on the receipt of such cash subject to certain exceptions. However, if the receipt of cash is treated as a distribution with respect to
your shares, you may be subject to U.S. federal withholding tax on the portion of such distribution treated as a “dividend”
for U.S. federal income tax purposes at a rate of 30% (or such lower rate as may be specified pursuant to an applicable income tax treaty).
The treatment of the receipt of cash depends upon facts that are unique to each shareholder. See Section 13. Thus, the Depositary or other
applicable withholding agent generally will be required to withhold U.S. federal withholding tax at a rate of 30% from any payments made
to you pursuant to the tender offer unless such withholding agent receives proper documentation pursuant to which it may determine that
a reduced rate of, or exemption from, such withholding applies. See Sections 3 and 13. If taxes are required to be withheld but the receipt
of cash for your tendered shares is in fact properly treated as consideration received in a sale or exchange, then you may apply for a
refund of such withheld amount. See Section 13 for additional information. We recommend that you consult your own tax advisor regarding
the particular tax consequences of tendering shares for cash pursuant to the tender offer to you, including the applicability and effect
of any U.S. state or local tax laws or other non-U.S. tax laws. See Sections 3 and 13.
Will I have to pay stock transfer tax if I tender my shares?
Except as otherwise provided herein and in the
Letter of Transmittal, if you instruct the Depositary in the Letter of Transmittal to make the payment for the tendered shares to the
registered holder, you will generally not be required to pay any stock transfer taxes on our purchase of the shares pursuant to the tender
offer. See Section 5.
To whom can I talk if I have questions?
The Information Agent
can help answer your questions. Please call (800) 509-0957, Monday through Friday from 6:00 a.m. to 8:00 p.m. Pacific Standard time.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This Offer to Purchase,
the Letter of Transmittal, the other tender offer materials, and the documents incorporated by reference into this Offer to Purchase
contain certain “forward-looking statements.” Words such as “expects,” “anticipates,” “believes,”
“estimates,” “intends,” “forecasts,” “projects” and other similar expressions, as well
as future or conditional verbs such as “will,” “should,” “would” and “could,” are intended
to help identify such forward-looking statements. These statements are not historical facts, but instead represent management’s
current expectations, plans or forecasts and are based on the beliefs and assumptions of management, and are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and are often beyond our control. As a result, actual results could differ materially from those indicated in these forward-looking statements.
Factors that could cause actual results to differ materially from the plans, objectives, goals, estimates, intentions and expectations
expressed in forward-looking statements include:
| ● | The
Company’s ability to complete the tender offer in the anticipated timing, or at all. |
| ● | The
Company’s business and financial results are subject to general business and economic
conditions. |
| ● | Uncertain
worldwide political and economic conditions, including armed conflicts in Ukraine, the Middle
East, and elsewhere, a threatened US government shutdown, changes in inflation and interest
rates and volatility in credit markets may negatively impact the Company’s investments
and its customers. |
| ● | Changes
in the laws, regulations and policies governing financial services companies could alter
the investment and business environment and adversely affect operations. |
| ● | Cyber
security and privacy breaches may hurt our business, damage our reputation, increase our
costs, and cause losses. |
| ● | The
Company is dependent on a few key people. |
| ● | The
Company’s equity investments may increase the Company’s risk of realized loss
in shareholders’ equity. |
| ● | The
Company’s registration as an investment company subjects it to increased regulatory
risk under the 1940 Act and additional costs of complying with SEC regulations. |
| ● | The
Company’s periodic earnings can fluctuate widely due to including gains and losses
on equity securities. |
| ● | The
Company may suffer losses in its investment and lease loan portfolios despite its investment
and underwriting practices. |
| ● | Larger
transactions, non-diversification and concentrations may increase the risk of loss in the
event of the deterioration of one of these companies or industries. |
| ● | The
Company may hold a significant portion of assets in cash, bank accounts, money market mutual
funds, or U.S. government securities maturing in one year or less. |
| ● | The
Company has the ability to borrow and use leverage to increase its returns, subject to the
restrictions of the 1940 Act. |
| ● | The
Board of Directors and majority shareholder may change the Company’s investment objectives
and operating strategies without prior notice to other shareholders or their approval, the
effects of which may be adverse to the interest of minority shareholders. |
| ● | The
financial services business involves significant operational risks. |
| ● | The
Company’s reported financial results are subject to certain assumptions and estimates
and management’s selection of accounting method. |
| ● | The
Company is a “C-corporation” and its results include the impact of taxes paid
or to be paid by the Company. |
| ● | The
Company’s common stock generally has traded on the OTCQX Premier Market at a discount
from net asset value. |
| ● | There
is limited liquidity in the Company’s common stock and the stock price can be volatile.
|
| ● | The
Company’s executive officers and directors may face certain conflicts of interest. |
| ● | The
Company has no obligation to repurchase stock from shareholders. |
| ● | The
Company is a “controlled company” with 66% of the stock held by the Chief Executive
Officer, 80% held by two senior executives and fewer than 20 shareholders of record. |
See
“Risk Factors” in our Annual Report on Form N-CSR for the year ended June 30, 2023 which was filed with the SEC on
August 10, 2023, and which is incorporated herein by reference, as updated by our subsequent filings with the SEC, and Section 11 “Certain
Risks and Considerations Related to the Tender Offer” for a further description of these and other factors. For the reasons described
above, we caution you against relying on any forward-looking statements. You should not consider any list of such factors to be an exhaustive
statement of all of the risks, uncertainties, or potentially inaccurate assumptions that could cause our current expectations or beliefs
to change. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update
or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect
the occurrence of unanticipated events, except as otherwise may be required by the federal securities laws.
INTRODUCTION
To the Holders of Our Common Stock:
California First Leasing
Corporation, a California corporation, hereby offers to purchase for cash up to 200,000 shares of its issued and outstanding common stock,
par value $0.01 per share, upon the terms and subject to the conditions set forth in this Offer to Purchase, the related Letter of Transmittal
and the other tender offer materials. We are offering to purchase the shares at a per share price of $16.50 per share, less any applicable
withholding taxes and without interest.
The tender offer will
expire at 5:00 p.m., New York City time, on December 4, 2023 (such time and date, as the same may be extended, the “Expiration Time”),
unless extended or terminated. We may, in our sole discretion, extend the period of time in which the tender offer will remain open. We
may also terminate the tender offer under certain circumstances. See Section 6 and Section 14.
Upon the terms and subject
to the conditions of this Offer to Purchase, including the provisions relating to “odd lot” priority and proration described
in this Offer to Purchase, all shares acquired in the tender offer will be acquired at the same Purchase Price and we will pay an aggregate
of $3,300,000 for tendered shares assuming that 200,000 shares are validly tendered and not validly withdrawn from the tender offer. Upon
the terms and subject to the conditions of the tender offer, if 200,000 or fewer shares are validly tendered and not validly withdrawn
prior to the Expiration Time, we will buy all shares validly tendered and not validly withdrawn. In addition, if more than 200,000 shares
are validly tendered in the tender offer and not validly withdrawn, we will buy such shares on a pro rata basis, except for “odd
lots” (lots held by beneficial owners of less than 100 shares), which will be purchased on a priority basis.
Shares not purchased
in the tender offer will be returned to the tendering shareholders at our expense promptly after the expiration of the tender offer. See
Section 1. We reserve the right to accept for purchase at the Purchase Price pursuant to the tender offer up to an additional 2% of our
outstanding shares without extending the tender offer. We also expressly reserve the right, in our sole discretion, to purchase additional
shares subject to applicable legal and regulatory requirements. See Section 1.
If completed, the tender
offer will provide shareholders with an opportunity to obtain liquidity with respect to all or a portion of their shares, without potential
disruption to the share price and all of the usual transaction costs inherent in open market purchases and sales. The tender offer also
affords shareholders the option not to participate and, thereby, to potentially increase their relative percentage ownership interest
in the Company and its future results.
WHILE OUR BOARD OF DIRECTORS
HAS AUTHORIZED THE TENDER OFFER, IT HAS NOT MADE, NOR HAVE THE COMPANY, THE DEPOSITARY, THE INFORMATION AGENT, OR ANY OF OUR OR THEIR
AFFILIATES MADE, ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. YOU MUST MAKE YOUR OWN
DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN SO DOING, YOU SHOULD READ CAREFULLY ALL OF THE
INFORMATION IN, OR INCORPORATED BY REFERENCE IN, THIS OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND THE OTHER TENDER OFFER
MATERIALS, INCLUDING OUR REASONS FOR MAKING THE TENDER OFFER. SEE SECTION 2. Our directors and
officers are entitled to participate in the TENDER Offer on the same basis as all other shareholders, subject to internal compliance requirements
and they have no obligation to inform us whether they plan to participate in the Offer. SEE SECTION 10. YOU ARE URGED TO DISCUSS
THESE MATTERS WITH YOUR OWN TAX ADVISOR, FINANCIAL ADVISOR AND/OR BROKER.
We expressly reserve
the right, in our sole discretion, to change the per share purchase price and to increase or decrease the number of shares sought in the
tender offer, subject to applicable law. We may increase the number of shares sought in the tender offer to an amount greater than 200,000,
subject to applicable law, as described more fully elsewhere in this Offer to Purchase. See Section 14.
The tender offer is
not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain conditions. See Section
6.
If the conditions to
the tender offer have been satisfied or waived and 200,000 or fewer shares are validly tendered and not validly withdrawn prior to the
Expiration Time, we will buy all shares validly tendered and not validly withdrawn. If the conditions to the
tender offer have been satisfied or waived and more than 200,000 shares have been validly tendered and not validly withdrawn prior to
the Expiration Time, we will buy shares in the following order of priority:
| |
● |
first,
from all holders of “odd lots” (holders of fewer than 100 shares) who validly tender all their shares and do not validly
withdraw them before the Expiration Time; and |
| |
● |
second,
on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other shareholders who validly
tender shares. |
Therefore, it is possible
that we will not purchase all of the shares tendered pursuant to the tender offer. See Sections 1, 5 and 6, respectively, for additional
information concerning priority and proration.
We will pay the Purchase
Price per share, less any applicable withholding taxes and without interest, for all shares purchased. Tendering shareholders who hold
shares registered in their own name and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions,
solicitation fees or, except as otherwise provided in Section 5 and the Letter of Transmittal, or stock transfer taxes in connection with
our purchase of shares pursuant to the tender offer. Shareholders holding shares through brokers, dealers, commercial banks, trust companies
or other nominees are urged to consult such nominees to determine whether transaction costs apply. Also, any tendering shareholder or
other payee who fails to complete, sign and deliver the Internal Revenue Service (“IRS”) Form W-9 included with the Letter
of Transmittal (or such other IRS form as may be applicable) may be subject to U.S. federal backup withholding on the gross proceeds paid
to the payee pursuant to the tender offer, unless such payee establishes that such payee is within the class of persons that is exempt
from backup withholding. See Section 3. Also see Section 13 for a discussion of certain U.S. federal income tax consequences of the tender
offer.
As of October 23, 2023,
we had 9,703,456 shares of our common stock outstanding. The shares are traded on the OTCQX Premier Market. On October 20, 2023, the last
trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the OTCQX Premier
Market was $16.50 per share. Shareholders are urged to obtain current market quotations for the shares. See Section 7.
THE TENDER OFFER
1. Number of Shares; Proration.
General. Upon
the terms and subject to the conditions of the tender offer, we hereby offer to purchase for cash up to 200,000 shares of our common
stock validly tendered and not validly withdrawn in accordance with Section 4 before the Expiration Time at a Purchase Price of $16.50 per
share, less any applicable withholding taxes and without interest. See Section 14 for a description of our right to extend, delay,
terminate or amend the tender offer. In addition, if more than 200,000 shares are validly tendered in the tender offer and not validly
withdrawn, we reserve the right to accept for purchase at the Purchase Price pursuant to the tender offer up to an additional 2%
of our outstanding shares without extending the tender offer.
If the conditions to
the tender offer have been satisfied or waived, we will buy all shares validly tendered and not validly withdrawn prior to the Expiration
Time at the Purchase Price. If the tender offer is oversubscribed as described below, shares tendered will be subject to proration. The
proration period and withdrawal rights expire at the Expiration Time.
However, if we:
| |
● |
increase the price to be paid above $16.50 per share or decrease the price to be paid below $16.50 per share; or |
| |
● |
increase the number of shares being sought in the tender offer and such increase would result in the prospective purchase of a number of shares exceeding (a) 200,000 shares plus (b) 2% of our outstanding shares; and |
the tender offer is scheduled
to expire at any time earlier than the expiration of a period ending on the tenth business day (as defined below) from, and including,
the date that announcement of any such change is first published, sent or given in the manner specified in Section 14, the tender offer
will be extended until a date that is on or after the expiration of such period of ten business days. A “business day” means
any day other than a Saturday, Sunday or U.S. federal holiday generally observed in New York City and consists of the time period from
12:01 a.m. through 12:00 midnight, New York City time.
THE TENDER OFFER IS NOT
CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 6.
All shares tendered and
not purchased pursuant to the tender offer because of proration provisions, will be returned to the tendering shareholders or, in the
case of shares delivered by book-entry transfer, credited to the account at the Book-Entry Transfer Facility from which the transfer had
previously been made, at our expense promptly following the Expiration Time.
Priority of Purchases.
If the conditions to the tender offer have been satisfied or waived and 200,000 or fewer shares are validly tendered and not validly
withdrawn prior to the Expiration Time, we will buy all shares validly tendered and not validly withdrawn.
If the conditions to
the tender offer have been satisfied or waived and more than 200,000 shares have been validly tendered and not validly withdrawn prior
to the Expiration Time, we will purchase validly tendered shares on the basis set forth below:
| |
● |
first, we will purchase all shares tendered by all holders of “odd lots” (as defined below) who: |
| |
(1) |
tender all shares owned beneficially or of record by such holders (partial tenders will not qualify for this preference); and |
| |
(2) |
complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery; and |
| |
● |
second, we will purchase all other shares tendered on a pro rata basis as described below. |
Therefore, it is possible
that we will not purchase any or all of the shares that a holder tenders in the tender offer.
Odd Lots. The
term “odd lots” means all shares tendered by any person who owned beneficially or of record a total of fewer than 100
shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery.
To qualify for the odd lot preference, an odd lot holder must tender all shares owned by such holder in accordance with the procedures
described in Section 3. Odd lots will be accepted for payment before any proration of the purchase of other tendered shares. Any
odd lot holder wishing to tender all of such shareholder’s shares pursuant to the tender offer must complete the section entitled
“Odd Lots” in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery.
Proration. If
proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Time. Proration
for each shareholder tendering shares will be based on the ratio of the number of shares validly tendered and not validly withdrawn
by such shareholder to the total number of shares validly tendered and not validly withdrawn by all shareholders. The preliminary
results of any proration will be announced by press release promptly after the Expiration Time.
We expect that we will announce the
final proration factor and pay the Purchase Price for any shares purchased pursuant to the tender offer promptly after the Expiration
Time, after we have determined the number of shares validly tendered, including shares tendered by guaranteed delivery procedures,
as described in Section 3, and not validly withdrawn. Shareholders may obtain preliminary proration information from the Company
and may be able to obtain such information from their brokers.
As described in Section
13, the number of shares that we will purchase from a shareholder pursuant to the tender offer may affect the U.S. federal income tax
consequences to that shareholder and, therefore, may be relevant to a shareholder’s decision whether or not to tender shares and
whether or not to condition any tender upon our purchase of a stated number of shares held by such shareholder.
This Offer to Purchase
and the related Letter of Transmittal will be mailed to record holders of shares and will be furnished to brokers, dealers, commercial
banks, trust companies and other nominees whose names, or the names of whose nominees, appear on our shareholder list or, if applicable,
who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners
of shares.
2. Purpose of the Tender Offer; Certain Effects of the Tender Offer.
Purpose of the Tender
Offer. The tender offer represents a mechanism to provide shareholders with the potential for a measure of liquidity since the Board
of Directors has decided not to pay a cash dividend in calendar 2023, and the limited trading volume for our common stock may restrict
shareholders’ (particularly those with larger positions) ability to sell their shares. The Board of Directors believes that the
current and recent price levels for our common stock do not fully reflect the value of our business. Accordingly, a repurchase of shares
of common stock at the Purchase Price represents a prudent use of our available cash and an effective means to provide value to shareholders.
The tender offer provides shareholders with the opportunity to tender all or a portion of the shares (subject to any proration and the
other terms of this Offer to Purchase) and receive a return of some or all of their investments if they so elect without potential disruption
to the market for our common stock. The tender offer also provides shareholders an efficient way to sell their shares without incurring
the normal broker’s fees of commissions associated the open market sales. The tender offer also affords shareholders the option
not to participate and, thereby, to potentially increase their relative percentage ownership interest in the Company and its future results.
While our Board of
Directors has authorized the tender offer, it has not made, nor have the Company, the Information Agent or Depositary or any of our or
their respective affiliates made, any recommendation to you as to whether you should tender or refrain from tendering your shares. You
must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully
all of the information in this Offer to Purchase (including the documents incorporated herein by reference), in the related Letter of
Transmittal and in the other tender offer materials. Our directors and officers are entitled to participate in the tender offer on the
same basis as all other shareholders, subject to internal compliance requirements and they have no obligation to inform us whether they
plan to participate in the tender offer. If our directors and executive officers do not tender any of their shares in the tender offer,
the percentage of shares owned by officers and directors of the Company is expected to increase upon consummation of the tender offer.
You are urged to discuss these matters with your own tax advisor, financial advisor and/or broker. See Section 10.
Certain Effects of
the Tender Offer. As of October 23, 2023, we had 9,703,456 shares of common stock outstanding. Assuming that the conditions to
the tender offer are satisfied or waived and the tender offer is fully subscribed, we will purchase 200,000 shares, which represent
approximately 2.1% of our outstanding shares as of October 23, 2023. Shareholders may be able to sell non-tendered shares in the
future on the OTCQX Premier Market or otherwise, at a net price higher or lower than the Purchase Price. We can give no assurance,
however, as to the price at which a shareholder may be able to sell such shares in the future.
The tender offer will
reduce our “public float,” which is the number of shares owned by non-affiliate shareholders and available for trading in
the securities markets, and is likely to reduce the number of our shareholders. These reductions may reduce the volume of trading in our
shares and may result in lower stock prices and reduced liquidity in the trading of our shares following completion of the tender offer.
In addition, the tender offer may increase the proportional ownership of our officers and directors and any other shareholders who do
not participate or participate only in part in the tender offer.
Based on the published
guidelines of the OTCQX Premier Market and the conditions of the tender offer, we do not believe that our purchase of shares pursuant
to the tender offer will negatively impact the eligibility of the remaining shares to continue trading on the OTCQX Premier Market.
The shares are registered
under the Investment Company Act of 1940, as amended (“1940 Act”), which requires, among other things, that we furnish certain
information to our shareholders and the SEC.
Shares the Company acquires
pursuant to the tender offer will be held in the Company’s treasury, will cease to be outstanding, and will be available for the
Company to issue without further shareholder action (except as required by applicable law or regulation). Such shares could be issued
without shareholder approval for such purposes as, among others, the acquisition of other businesses, the raising of additional capital
for use in the Company’s business, and the distribution of stock dividends. We have no current plans for the issuance of shares.
In conjunction with the
decision to undertake this tender offer, our Board of Directors determined to not pay a cash dividend in calendar 2023, consistent with
the decision our Board of Directors made in 2022. Any declaration of dividends on the shares is at the discretion of our Board of
Directors. From October 2009 through December 2021, the Company’s dividend policy had provided for one annual dividend payment each
year. Our Board of Directors reviews our dividend policy on an ongoing basis, taking into consideration a variety of factors including
the business, economic and tax environment. No decision to pay dividends in calendar 2024 or beyond has been made.
In August 2022, our Board
of Directors authorized the repurchase of up to 1,000,000 shares. In December 2022, we consummated a tender offer pursuant to which we
purchased 580,683 shares for approximately $9.3 million, leaving 419,317 authorized for repurchase. Assuming this tender offer is fully
subscribed and all 200,000 shares are purchased, there will remain authorization to purchase another 219,317 shares. Rule 13e-4(f)(6)
under the Exchange Act, however, prohibits us and our affiliates from purchasing any shares, other than pursuant to the tender offer,
until the expiration of at least ten business days after the Expiration Time, except pursuant to certain limited exceptions provided in
Rule 14e-5 under the Exchange Act. Any possible future purchases of shares by the Company will depend on many factors including compliance
with 1940 Act rules and other applicable laws, the market price of the shares, the results of the tender offer, the Company’s business
and financial position and general economic and market conditions.
Except as otherwise disclosed
or incorporated by reference in this Offer to Purchase, we currently have no plans, proposals or negotiations underway that relate to
or would result in:
| ● | any
extraordinary transaction, such as a merger, reorganization or liquidation; |
| ● | any
purchase, sale or transfer of a material amount of our assets; |
| ● | any
material change in our indebtedness or our capitalization; |
| ● | any
change in our present Board of Directors or management; |
| ● | any
other material change in our corporate structure or business; |
| ● | our
equity securities ceasing to be authorized to be quoted on the OTCQX Premier Market ; |
| ● | the
acquisition or disposition by any person of our securities of the Company; |
| ● | deregistration
of our common stock under the 1940 Act; or |
| ● | any
changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us. |
Notwithstanding the foregoing,
we reserve the right to change our plans and intentions at any time, as we deem appropriate, subject to our obligation under applicable
law to update this Offer to Purchase to reflect material changes in the information contained herein. We could consider a variety of transactions
that could result in proceeds to shareholders at that time above the tender offer price or our net asset value. Shareholders tendering
shares in the tender offer may run the risk of foregoing the benefit of any appreciation in the value of the shares resulting from such
potential future events.
3.
Procedures for Tendering Shares.
Proper Tender of Shares.
To be tendered properly pursuant to the tender offer:
| ● | the
certificates for the shares or confirmation of receipt of the shares under the procedure for book-entry transfer set forth below, together
with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an Agent’s Message
(as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, must be received
prior to the Expiration Time, which is 5:00 p.m., New York City time, on December 4, 2023 (unless the tender offer is extended or terminated)
by the Depositary at its address set forth on the back cover page of this Offer to Purchase; or |
| ● | the
tendering shareholder must comply with the guaranteed delivery procedures set forth below. |
Notwithstanding any other
provisions hereof, payment for shares tendered and accepted for payment pursuant to the tender offer will be made only after timely receipt
by the Depositary of certificates for such shares (or a timely confirmation of a book-entry transfer of such shares into the Depositary’s
account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, or an Agent’s Message in connection with book-entry delivery, and any other documents required
by the Letter of Transmittal.
Each shareholder wishing
to tender shares in the tender offer must properly complete the Letter of Transmittal in accordance with the instructions set forth therein.
SHAREHOLDERS WHO HOLD
SHARES THROUGH BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES ARE URGED TO CONSULT THEIR BROKERS, DEALERS, COMMERCIAL
BANKS, TRUST COMPANIES OR OTHER NOMINEES AS IT IS LIKELY THAT—FOR ADMINISTRATIVE REASONS—SUCH NOMINEES HAVE AN EARLIER DEADLINE
FOR YOU TO ACT TO INSTRUCT THEM TO ACCEPT THE TENDER OFFER ON YOUR BEHALF SO THAT THEY CAN MEET THE ABOVE REQUIREMENTS ON A TIMELY BASIS.
IN ADDITION, YOU MAY WISH TO DETERMINE WHETHER TRANSACTION COSTS ARE APPLICABLE IF YOU TENDER SHARES THROUGH A BROKER, DEALER, COMMERCIAL
BANK, TRUST COMPANY OR OTHER NOMINEE.
Odd lot holders who tender
all their shares also must complete the section captioned “Odd Lots” in the Letter of Transmittal and, if applicable, the
Notice of Guaranteed Delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1.
Book-Entry Delivery.
The Depositary has established an account with respect to the shares at The Depository Trust Company (referred to as the “DTC”
or the “Book-Entry Transfer Facility”) for purposes of the tender offer, and any financial institution that is a participant
in the system of the Book-Entry Transfer Facility may make delivery of shares by causing the Book-Entry Transfer Facility to transfer
such shares into the Depositary’s account in accordance with the procedures of the Book-Entry Transfer Facility. However, although
delivery of shares may be effected through book-entry transfer, a properly completed and duly executed Letter of Transmittal together
with any required signature guarantees or an Agent’s Message and any other required documents must, in any case, be received
by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by the Expiration Time, which is
5:00 p.m., New York City time, on December 4, 2023 (unless the tender offer is extended or terminated), or the guaranteed delivery
procedures described below must be complied with. Delivery of the Letter of Transmittal and any other required documents to the Company
or the Company or Book-Entry Transfer Facility does not constitute delivery to the Depositary.
The term “Agent’s
Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part
of the book-entry confirmation, stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant
tendering shares through the Book-Entry Transfer Facility that the participant has received and agrees to be bound by the terms of the
Letter of Transmittal and that we may enforce that agreement against that participant.
Method of Delivery. The
method of delivery of all documents, including share certificates, is at the election and risk of the tendering shareholder. If delivery
is by mail, registered mail with return receipt requested, properly insured, is recommended. Shares will be deemed delivered only
when actually received by the Depositary (including in the case of a book-entry transfer, by book-entry confirmation). In all cases,
sufficient time should be allowed to ensure timely delivery.
Signature Guarantees.
Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including
most banks, savings and loans associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion
Program (an “Eligible Institution”). No signature guarantee is required if either: (a) the Letter of Transmittal is signed
by the registered holder of the shares exactly as the name of the registered holder appears on the certificate(s) for the shares
tendered with this Letter of Transmittal or (b) in the case of book-entry shares, on the records of the Depositary, and payment and
delivery are to be made directly to such registered holder and such registered holder has not completed the box entitled “Special
Payment Instructions”. If a share certificate is registered in the name of a person other than the person executing a Letter
of Transmittal, or if payment is to be made to a person other than the registered holder, then the share certificate must be endorsed
or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate,
with the signature guaranteed by an Eligible Institution.
Guaranteed Delivery.
If a shareholder desires to tender shares pursuant to the tender offer and cannot deliver such shares and all other required documents
to the Depositary by the Expiration Time or such shareholder cannot complete the procedure for delivery by book-entry on a timely
basis, such shares may nevertheless be tendered if all of the following conditions are met:
| ● | such
tender is made by or through an Eligible Institution; |
| ● | a
properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by us is received by the Depositary
(as provided below) by the Expiration Time; and |
| ● | a
confirmation of a book-entry transfer of such shares into the Depositary’s account at the Book-Entry Transfer Facility (or any
certificates for such shares), together with a properly completed and duly executed Letter of Transmittal with any required signature
guarantee or an Agent’s Message and any other documents required by the |
Letter of Transmittal, are received by the Depositary within
two Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery.
The Notice of Guaranteed
Delivery may be delivered by email or overnight mail to the Depositary and must include a guarantee by an Eligible Institution in the
form set forth in such Notice.
U.S. Federal Backup
Withholding. To prevent the potential imposition of U.S. federal backup withholding (currently, at a rate of 24%) on the
gross proceeds payable to a tendering beneficial owner pursuant to the tender offer, prior to receiving such payments, each beneficial
owner must submit to the Depositary (or other applicable withholding agent) a correct, properly completed and executed IRS Form W-9
(“Form W-9”) in the case of a U.S. Holder (as defined in Section 13), or IRS Form W-8BEN or IRS Form W-8BEN-E (“Form
W-8BEN”), IRS Form W-8IMY (“Form W-8IMY”), IRS Form W-8ECI (“Form W-8ECI”), or other applicable IRS
Form W-8 in the case of a Non-U.S. Holder (as defined in Section 13), or otherwise establish an exemption from backup withholding.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit
against the beneficial owner’s U.S. federal income tax liability, if any, and may entitle the beneficial owner to a refund,
so long as the required information is timely furnished to the IRS. Shareholders should consult their own tax advisors
regarding the application of backup withholding in their particular circumstances and the availability of, and procedure for obtaining,
an exemption from backup withholding.
U.S. Federal Withholding
for Non-U.S. Holders. As described in Section 13, the U.S. federal income tax treatment of the receipt of cash in exchange for
shares pursuant to the tender offer will depend upon facts that are unique to each Non-U.S. Holder (as defined in Section 13). Accordingly,
a Non-U.S. Holder should expect that the Depositary (or other applicable withholding agent) generally will be required to withhold
U.S. federal tax from the gross proceeds payable to a tendering Non-U.S. Holder pursuant to the tender offer at a rate of 30% (or
such lower rate as may be specified by an applicable income tax treaty), unless an exemption from withholding is applicable because, for
example, such gross proceeds are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United
States (and, if required pursuant to an applicable income tax treaty, are attributable to a permanent establishment maintained by such
Non-U.S. Holder in the United States). In order to claim a reduction in the rate of, or an exemption from, such withholding tax, a Non-U.S.
Holder must deliver to the Depositary (or other applicable withholding agent) a correct, properly completed and executed Form W-8BEN (with
respect to income tax treaty benefits) or Form W-8ECI (with respect to amounts effectively connected with the conduct by such Non-U.S.
Holder of a trade or business within the United States) claiming such reduced rate or exemption. Non-U.S. Holders should consult
their own tax advisors regarding the particular tax consequences to them of selling shares pursuant to the tender offer, including
the application of the 30% U.S. federal withholding tax, their potential eligibility for a reduced rate of, or exemption from, such
withholding tax, and their potential eligibility for, and procedures for claiming, a refund of any such withholding tax.
Tender Constitutes
an Agreement. The tender of shares pursuant to any one of the procedures described above will constitute the tendering shareholder’s
acceptance of the terms and conditions of the tender offer and an agreement between the tendering shareholder and us upon the terms
and subject to the conditions of the tender offer. In addition, the tender of shares pursuant to any one of the procedures described
above will constitute the tendering shareholder’s representation and warranty to us that: (1) the shareholder has a “net
long position” in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4
promulgated by the SEC under the Exchange Act; (2) the tender of shares complies with Rule 14e-4 under the Exchange Act; (3) the
tendered shares are not currently subject to any contractual or other restriction; and (4) the shareholder has the full power and authority
to tender and assign the shares tendered, as specified in the Letter of Transmittal.
It is a violation of
Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares for his or her own account unless the person
so tendering (i) has a net long position equal to or greater than the number of (x) shares tendered or (y) other securities
immediately convertible into, or exercisable or exchangeable for, the number of shares tendered and will acquire such shares for tender
by conversion, exercise or exchange of such other securities and (ii) will cause such shares to be delivered in accordance with the
terms of the tender offer. Rule 14e-4 under the Exchange Act provides a similar restriction applicable to the tender or guarantee of a
tender on behalf of another person.
Determination of Validity;
Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. We will determine all questions as to the form
of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of shares. We reserve
the right to reject any or all tenders of shares determined by us not to be in proper form, or the acceptance of which or payment
for which may, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect or irregularity in any tender
of particular shares (without waiving such defect or irregularity with respect to any other shares). No tender of shares will
be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities
in connection with tenders must be cured within such time as we shall determine. None of the Company, the Information Agent, the
Depositary, any of their respective affiliates or any other person is or will be under any duty to give notification of any defect
or irregularity in tenders or incur any liability for failure to give any such notification.
Return of Unpurchased
Shares. If any validly tendered shares are not purchased pursuant to the tender offer or are validly withdrawn before the Expiration
Time, or if less than all shares evidenced by a shareholder’s certificates are tendered, certificates for unpurchased shares
will be returned promptly after the expiration or termination of the tender offer or the valid withdrawal of the shares, as applicable,
or, in the case of shares properly tendered by book-entry transfer at the Book-Entry Transfer Facility, the shares will be credited
to the appropriate account maintained by the tendering shareholder at the Book-Entry Transfer Facility, in each case without expense
to the shareholder.
Lost, Stolen, Destroyed
or Mutilated Certificates. Shareholders whose certificate or certificates for part or all of their shares have been lost, stolen,
destroyed or mutilated may contact Computershare, Inc., as transfer agent for our shares, at (877) 238-6961. The replacement certificate
will then be required to be submitted together with the Letter of Transmittal in order to receive payment for shares that are tendered
and accepted for payment. A bond may be required to be posted by the shareholder to secure against the risk that the certificate
or certificates may be subsequently recirculated. Shareholders are urged to contact Computershare immediately in order to permit
timely processing of this documentation and to determine if the posting of a bond is required.
CERTIFICATES FOR SHARES,
TOGETHER WITH A VALIDLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR FACSIMILE THEREOF, OR AN AGENT’S MESSAGE, AND ANY OTHER
DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST BE DELIVERED TO THE DEPOSITARY AND NOT TO US OR THE INFORMATION AGENT. ANY SUCH
DOCUMENTS DELIVERED TO US OR THE INFORMATION AGENT WILL NOT BE DEEMED TO BE PROPERLY TENDERED.
4. Withdrawal Rights.
Tenders of shares made
pursuant to the tender offer may be withdrawn at any time prior to the Expiration Time. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after 5:00 p.m., New York City time, on December 20, 2023, the 40th business day after the commencement of
the tender offer, unless theretofore accepted for payment as provided in this Offer to Purchase. If we extend the period of time during
which the tender offer is open, are delayed in accepting for payment or paying for shares or are unable to accept for payment or pay for
shares pursuant to the tender offer for any reason, then, without prejudice to our rights under the tender offer, the Depositary may,
on our behalf, retain all shares tendered, and such shares may not be withdrawn except as otherwise provided in this Section 4, subject
to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making the tender offer shall either pay the consideration
offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer.
For a withdrawal to be effective and valid,
a written or facsimile transmission notice of withdrawal must:
| ● | be timely received by the Depositary at one of its addresses
set forth on the back cover of this Offer to Purchase; and |
| ● | specify the name of the person who tendered the shares to
be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares, if different from that of the
person who tendered such shares. |
If the shares to be withdrawn
have been delivered to the Depositary, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in
the case of shares tendered by an Eligible Institution) must be submitted prior to the release of such shares. In addition, such notice
must specify, in the case of shares tendered by delivery of certificates, the name of the registered holder (if different from that of
the tendering shareholder) and the serial numbers shown on the particular certificates evidencing the shares to be withdrawn or, in the
case of shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited
with the withdrawn shares.
Withdrawals may not be
rescinded, and shares withdrawn will thereafter be deemed not validly tendered for purposes of the tender offer. However, withdrawn shares
may be retendered by following one of the procedures described in Section 3 at any time prior to the Expiration Time. We will determine
all questions as to the form and validity (including time of receipt) of any notice of withdrawal. We also reserve the right to waive
any defect or irregularity in the withdrawal of shares by any shareholder. None of the Company, the Information Agent, the Depositary,
any of their respective affiliates or any other person will be under any duty to give notification of any defect or irregularity in any
notice of withdrawal or incur any liability for failure to give any such notification.
5. Purchase of Shares and Payment of Purchase Price.
On the terms and subject
to the conditions of the tender offer, promptly following the Expiration Time, we accept for payment and pay an aggregate Purchase Price
of up to $3,300,000 (or such greater amount as we may elect to purchase pursuant to the terms of this Offer to Purchase, subject to applicable
law (including the 1940 Act)) for shares that are properly tendered and not properly withdrawn prior to the Expiration Time. For purposes
of the tender offer, we will be deemed to have accepted for payment, subject to the “odd lot” priority and proration of the
tender offer, shares that are properly tendered and not properly
withdrawn, only when, as and if we give oral or written notice to the
Depositary of our acceptance of the shares for payment pursuant to the tender offer.
Upon the terms and subject
to the conditions of the tender offer, we will accept for payment and, promptly after the Expiration Time, pay the Purchase Price per
share for all of the shares accepted for payment pursuant to the tender offer. In all cases, payment for shares tendered and accepted
for payment pursuant to the tender offer will be made promptly, taking into account any time necessary to determine any proration, but
only after timely receipt by the Depositary of (1) certificates for shares, or a timely book-entry confirmation of the deposit of shares
into the Depositary’s account at DTC, (2) a validly completed and duly executed Letter of Transmittal including any required signature
guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and (3) any other required documents.
For purposes of the tender
offer, we will be deemed to have accepted for payment and therefore purchased shares that are properly tendered and not properly withdrawn,
subject to the “odd lot” priority and proration provisions of the tender offer, only when, as and if we give oral or written
notice to the Depositary of our acceptance of the shares for payment pursuant to the tender offer. We will pay for shares purchased under
the tender offer by depositing the aggregate purchase price for such shares with the Depositary, which will act as agent for the purpose
of receiving payment from us and transmitting payment to the tendering shareholders. See the Letter of Transmittal.
UNDER NO CIRCUMSTANCES
WILL INTEREST ON THE PURCHASE PRICE BE PAID BY US REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.
In the event of proration,
we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the Expiration Time. Certificates
for all shares tendered and not purchased, including all shares not purchased due to proration, will be returned to the tendering shareholder,
or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the Book-Entry Transfer Facility
by the participant therein who so delivered the shares, at our expense, promptly after the Expiration Time or termination of the tender
offer. In addition, if certain events occur, we may not be obligated to purchase shares under the tender offer. See Section 6.
Except as otherwise provided
in this Section 5 and the Letter of Transmittal, we will pay all stock transfer taxes, if any, payable on the transfer to us of shares
purchased pursuant to the tender offer. If, however, payment of proceeds in respect of any shares purchased is to be made to, or shares
not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if tendered shares
are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of all stock transfer
taxes, if any (whether imposed on the registered holder(s), such other person or otherwise), payable on account of the transfer to such
other person will be deducted from the proceeds payable by us unless satisfactory evidence of the payment of the stock transfer taxes,
or exemption therefrom, is submitted prior to such payment. See the Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO
FAILS TO PROPERLY COMPLETE, EXECUTE AND DELIVER A FORM W-9 (INCLUDED WITH THE LETTER OF TRANSMITTAL) OR AN APPLICABLE FORM W-8 MAY BE
SUBJECT TO U.S. FEDERAL BACKUP WITHHOLDING AT A RATE OF 24% ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. IN ADDITION, NON-U.S.
HOLDERS (AS DEFINED IN SECTION 13) MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE OF 30% ON THE GROSS PROCEEDS PAID PURSUANT
TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13.
6. Conditions of the Tender
Offer.
Notwithstanding any other
provision of the tender offer, we will not be required to accept for payment or pay for any shares tendered, and may terminate or amend
the tender offer or may postpone the acceptance for payment of, and the payment for, shares tendered, subject to the requirements of the
Exchange Act for prompt payment for or return of shares, if at any time on or after the date of this Offer to Purchase and before the
Expiration Time any of the following events shall have occurred or are reasonably determined by us to have occurred, that, in the reasonable
judgment of our Board of Directors, makes it inadvisable to proceed with the tender offer or with acceptance for payment or payment:
| (1) | there
shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly
or indirectly (i) challenges the making of the tender offer or the acquisition of some or all of the shares pursuant to the tender
offer or otherwise relates in any manner to the tender offer or (ii) in our reasonable judgment, could materially and adversely
affect our business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially
impairs in any way the contemplated future conduct of the business, or materially impairs our ability to purchase the shares in the tender
offer; |
| (2) | there
shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction
threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or |
deemed to be applicable to the tender offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or is reasonably likely to directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restricts or prohibits completion of the tender offer, (ii) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares or (iii) materially and adversely affect our and our subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially impairs in any way the contemplated future conduct of the business of us and our subsidiaries;
| (3) | there
shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market in the United States, (ii) the declaration of a banking moratorium or any suspension
of payments in respect of banks in the United States, (iii) on or after October 20, 2023, the last trading day prior to the commencement
of the tender offer, the commencement or escalation of a war, armed hostilities or other international or national calamity (including
the conflict between Russia and Ukraine and the conflict in the Middle East) directly or indirectly involving the United States that
in our reasonable judgment makes it inadvisable for us to proceed with the tender offer, including, but not limited to, any outbreak
of a pandemic or contagious disease (including the COVID-19 pandemic, to the extent that there is any material adverse development related
thereto on or after October 20, 2023 which in our reasonable judgment makes it inadvisable for us to proceed with the tender offer) or
an act of terrorism, (iv) any change in the general political, market, economic or financial conditions in the United States or
abroad that could, in our reasonable judgment, have a material adverse effect on our business, condition (financial or otherwise), assets,
income, operations or prospects, taken as a whole, or (v) in the case of any of the foregoing existing at the time of the commencement
of the tender offer, a material acceleration or worsening thereof; (4) there shall have been a decrease of more than 10% in the market
price for the Company’s shares or in the Dow Jones Industrial Average, the New York Stock Exchange Index, the Nasdaq Composite
Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on October 20, 2023; |
| (5) | there
shall have occurred any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on,
or any event that could reasonably be expected to materially affect, the extension of credit by banks or other lending institutions in
the United States; |
| (6) | a
tender or exchange offer for any or all of the shares or any merger, acquisition, business combination or other similar transaction with
or involving us has been proposed, announced or made by any person or has been publicly disclosed since October 20, 2023, other than
in the ordinary course of business (in each case other than the tender offer); |
| (7) | a
person or “group” (as that term is used in Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial
ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of
any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on
or before October 20, 2023); |
| (8) | a
person or group who has filed a Schedule 13D or Schedule 13G with the Commission on or before October 20, 2023, has acquired or proposes
to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other
than solely as a result of the tender offer made hereby), beneficial ownership of an additional 1% or more of the outstanding shares;
or |
| (9) | a
person or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
reflecting an intent to acquire us or any of the shares, or has made a public announcement reflecting an intent to acquire us or any
of our subsidiaries or any of our or their respective assets or securities. |
If any of the conditions referred to above
is not satisfied, we may:
| (1) | terminate
the tender offer and return all tendered shares to the tendering shareholders; |
| (2) | extend
the tender offer and, subject to withdrawal rights as set forth in Section 4, retain all of the tendered shares until the expiration
of the tender offer as so extended; |
| (3) | waive
the condition and, subject to any requirement to extend the period of time during which the tender offer is open, purchase all of the
shares properly tendered and not properly withdrawn prior to the Expiration Time; or |
| (4) | delay
acceptance for payment or payment for shares, subject to applicable law, until satisfaction or waiver of the conditions to the tender
offer. |
Each of the conditions referred to above is for
our sole benefit and may be asserted or waived by us, in whole or in part, prior to the Expiration Time. Any determination by us concerning
the satisfaction of the conditions described above will be final and binding on all parties, except as finally determined in a subsequent
judicial proceeding if our determinations are challenged by shareholders. Our failure at any time to exercise any of the foregoing rights
will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time prior to
the Expiration Time. However, once the tender offer has expired, then all of the conditions to the tender offer must have been satisfied
or waived. In certain circumstances,
if we waive any of the conditions described above or otherwise elect to proceed with the tender offer
despite any such conditions not being satisfied, then we may be required to extend the tender offer. Our right to terminate or amend the
tender offer or to postpone the acceptance for payment of, or the purchase of and the payment for shares tendered if any of the above
listed events occur (or shall have been reasonably determined by us to have occurred) at any time at or prior to the Expiration Time shall
not be affected by any subsequent event, regardless of whether such subsequent event otherwise would have resulted in the event having
been “cured” or ceasing to exist.
7. Price Range of Shares;
Dividends.
The shares are listed
and traded on the OTCQX Premier Market under the trading symbol “CFNB.” The following table sets forth, for each of the periods
indicated, the high and low sales prices of the shares as reported on the OTCQX Premier Market.
| |
Net Asset Value* | | |
Market
Price | | |
Premium or
(Discount)
as
% of NAV | | |
Dividend | |
| Quarter
Ended | |
(“NAV”)
/ Shr | | |
High | | |
Low | | |
High | | |
Low | | |
Paid | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| 9/30/23 | |
$ | 22.74 | | |
$ | 16.60 | | |
$ | 14.50 | | |
| (27.0 | )% | |
| (36.2 | )% | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| 6/30/23 | |
$ | 22.61 | | |
$ | 15.70 | | |
$ | 14.10 | | |
| (30.6 | )% | |
| (37.6 | )% | |
| | |
| 3/31/23 | |
| 21.71 | | |
| 16.10 | | |
| 15.70 | | |
| (25.8 | )% | |
| (27.7 | )% | |
| | |
| 12/31/22 | |
| 21.22 | | |
| 16.30 | | |
| 16.04 | | |
| (23.2 | )% | |
| (24.4 | )% | |
| | |
| 9/30/22 | |
$ | 19.78 | | |
$ | 17.40 | | |
$ | 16.05 | | |
| (12.0 | )% | |
| (18.9 | )% | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| 6/30/22 | |
$ | 20.60 | | |
$ | 18.25 | | |
$ | 17.40 | | |
| (11.4 | )% | |
| (15.5 | )% | |
| | |
| 3/31/22 | |
| 22.64 | | |
| 18.25 | | |
| 17.80 | | |
| (19.4 | )% | |
| (21.4 | )% | |
| | |
| 12/31/21 | |
| 22.86 | | |
| 18.25 | | |
| 18.10 | | |
| (20.2 | )% | |
| (20.8 | )% | |
$ | 0.56 | |
| 9/30/21 | |
| 21.83 | | |
| 18.50 | | |
| 18.00 | | |
| (15.3 | )% | |
| (17.6 | )% | |
| | |
On October 20, 2023,
the last trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the OTCQX
Premier Market was $16.50 per share. We urge shareholders to obtain current market quotations for the shares before deciding
whether to tender their shares.
Dividends. The
Board of Directors has determined to not pay a cash dividend in calendar 2023, consistent with the decision made in 2022. From October
2009 through December 2021, the Company’s dividend policy had provided for one annual dividend payment each year. Our Board of Directors
will review our dividend policy on an ongoing basis, taking into consideration a variety of factors including the business, economic and
tax environment. All declarations of dividends on our shares is at the discretion of our Board of Directors. No decision to pay dividends
in calendar 2024 or beyond has been made.
8. Source and Amount of Funds.
Assuming the tender offer
is fully subscribed, and assuming we do not exercise our right to purchase up to an additional 2% of out outstanding shares, we expect
that the aggregate cost of the purchases, including all fees and expenses related to the tender offer, will be approximately $3,400,000.
The Company expects to fund the tender offer with cash on hand. We do not have any alternative financing arrangements or plans.
9. Certain Information Concerning Us.
General. The Company
registered as an internally managed non-diversified closed-end investment company under the 1940 Act in February 2022. The Company continues
its lease business while using equity investments to maximize current income and generate capital appreciation. At September 30, 2023,
the Company’s equity securities of $172.8 million represented 76% of the Company’s total assets while the investment in lease
assets of $16.4 million represented 7.2% of such assets.
Our corporate headquarters
and principal executive offices are located at 5000 Birch Street, Suite 500, Newport Beach, CA 92660. Our telephone number at that address
is 949-255-0500 or we can be reached by email at invest@calfirstlease.com. The Company maintains a website at www.calfirstlease.com and
makes all annual and interim reports, proxy statements and other publicly filed information available free of charge on or through such
website. Information on, or accessible through, our website is not incorporated into or a part of this Offer to Purchase and should not
be considered incorporated by reference.
Additional Information
About Us. We are subject to the information requirements of the 1940 Act, and in accordance therewith file periodic reports and
other information relating to our business, financial condition and other matters. An amended registration statement on Form N-2
containing additional information about the Company was filed with the SEC on July 20, 2022 and an annual report including audited financial
statements for the fiscal year ended June 30, 2023 on Form N-CSR was filed with the SEC on August 10, 2023. We have filed with
the SEC a Tender Offer Statement on Schedule TO, which includes additional information with respect to the tender offer. Such material
and other information may be viewed free of charge on the SEC’s website, www.sec.gov.
Incorporation by Reference.
The SEC allows us to “incorporate by reference” information in this Offer to Purchase, which means that we can disclose
important information to you by referring to those documents we file with the SEC. Any information incorporated this way is considered
to be part of this Offer to Purchase, and any information that we file later with the SEC will automatically update and supersede
the information included or incorporated by reference herein. We hereby “incorporate by reference” the documents listed
below (other than, in each case, documents or information deemed to be furnished and not filed in accordance with SEC rules).
| SEC Filings |
|
Date Filed |
| N-2 Registration Statement for closed-end investment companies dated May 13, 2022, including amendment to 1940 Act only filing dated July 20, 2022 |
|
May 16, 2022 and July 21, 2022 |
| Annual Report on Form N-CSR |
|
August 10, 2023 |
| Interim Report to Shareholders for the quarterly period ended September 30, 2023 on Form N-30B-2 |
|
October 23, 2023 |
You can obtain the documents
described under “Certain Information Concerning Us” and any of the documents incorporated by reference in this Offer to Purchase
from the SEC’s website free of charge at www.sec.gov. You also can obtain the documents described under “Certain Information
Concerning Us” and documents incorporated by reference in this Offer to Purchase, without charge, by contacting investor relations
at California First Leasing Corporation, 5000 Birch Street, Suite 500, Newport Beach, CA 92660 or by email at invest@calfirstlease.com.
Please be sure to include your complete name and address in the request. If you request any incorporated documents, we will mail them
by first class mail, or another equally prompt means, promptly after we receive the request.
10. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.
As
of October 23, 2023, we had 9,703,456 shares of common stock outstanding. Our directors and executive officers as a group beneficially
owned an aggregate of 7,993,324 shares of our common stock, representing 82.4% of our outstanding shares at October 23, 2023. Our directors
and officers are entitled to participate in the tender offer on the same basis as all other shareholders, subject to internal compliance
requirements and they have no obligation to inform us if they plan to participate in the tender offer. If our directors and executive
officers do not tender any of their shares in the tender offer, the percentage of shares owned by officers and directors of the Company
is expected to increase upon consummation of the tender offer.
Beneficial Ownership of Directors and Executive
Officers.
The following table shows,
as of October 23, 2023, information regarding the beneficial ownership of shares by (i) each of our “executive officers”;
(ii) each director; and (iii) all current directors and executive officers as a group. Assuming we purchase 200,000 shares and
that our directors and executive officers do not tender any shares pursuant to the tender offer, then, after the tender offer, our directors
and executive officers as a group will beneficially own approximately 84.1% of our outstanding shares. The percentages outstanding are
based on 9,703,456 shares of common stock outstanding as of October 23, 2023. Except as otherwise set forth below, the address of each
of the persons listed below is California First Leasing Corporation, 5000 Birch Street, Suite 500, Newport Beach, CA 92660.
| | |
Amount of Common Stock | | |
Percent of Common Stock | | |
Dollar Range of Common |
| Name of Beneficial Owners | |
Beneficially Owned | | |
Beneficially Owned | | |
Stock Beneficially Owned |
| Executive Officers | |
| | | |
| | | |
|
| Patrick E. Paddon | |
| 6,427,200 | | |
| 66.2 | % | |
Over $100,000 |
| Glen T. Tsuma | |
| 1,344,422 | | |
| 13.9 | % | |
Over $100,000 |
| S. Leslie Jewett | |
| 147,582 | | |
| 1.5 | % | |
Over $100,000 |
| Independent Directors | |
| | | |
| | | |
|
| Michael H. Lowry | |
| 16,796 | | |
| * | | |
Over $100,000 |
| Harris Ravine | |
| 14,200 | | |
| * | | |
Over $100,000 |
| Danilo Cacciamatta | |
| 39,063 | | |
| * | | |
Over $100,000 |
| Robert W. Kelley | |
| 4,061 | | |
| * | | |
$50,001 - $100,000 |
| Directors & Executive Officers (as group, 7) | |
| 7,993,324 | | |
| 82.4 | % | |
|
| | |
| | | |
| * Less than 1% | | |
|
Shareholders Beneficially Owning More Than
5%.
The following table shows,
as of August 15, 2023, the number of shares reported to be beneficially owned by other persons with more than 5% of the shares.
| Name of Beneficial Owners | |
Amount of
Common
Stock
Beneficially
Owned | | |
Percent of
Common Stock
Beneficially
Owned | |
| M3 Partners LP | |
| 822,848 | | |
| 8.5 | % |
Transactions with Executive Officers, Directors
and Other Related Persons.
Based on our records
and on information provided to us by our directors and executive officers, none of our directors, executive officers and controlling shareholder
has effected any transactions involving the shares during 60 days prior to the date hereof.
Share Repurchase Authorization
In August 2022, our Board
of Directors authorized the repurchase of up to 1,000,000 shares. In December 2022, we consummated a tender offer pursuant to which we
purchased 580,683 shares for approximately $9.3 million, leaving 419,317 authorized for repurchase. Assuming this tender offer is fully
subscribed and all 200,000 shares are purchased, we will have Board of Directors authorization to purchase another 219,317 shares. Rule
13e-4(f)(6) under the Exchange Act, however, prohibits us and our affiliates from purchasing any shares, other than pursuant to the tender
offer, until the expiration of at least ten business days after the Expiration Time, except pursuant to certain limited exceptions provided
in Rule 14e-5 under the Exchange Act. Any possible future purchases of shares by the Company will depend on many factors including compliance
with 1940 Act rules and other applicable laws, the market price of the shares, the results of the tender offer, the Company’s business
and financial position and general economic and market conditions.
11. Certain Risks and Considerations Related to the Tender Offer.
You should carefully
consider the risks and uncertainties described below, together with all of the other information contained in or incorporated by reference
in this Offer to Purchase together with the other tender offer materials, before deciding to participate in the tender offer. The occurrence
of any of the following risks or any of the other risks set forth in the tender offer materials or the documents incorporated into this
Offer to Purchase by reference could have a material adverse effect on our business, financial condition, results of operations and future
prospects.
You must make your own decision with
respect to whether you should or should not participate in the tender offer.
You must make your own decision as to whether
you should or should not sell any shares pursuant to the tender offer. The Company strongly urges you to consult your own financial, legal,
accounting, tax, and other professional advisors regarding this Offer to Purchase, the tender offer and the other tender offer materials.
You must make your own determination whether or not to tender any shares pursuant to the tender offer, including determining the value
of the shares. If you believe the fair value of your shares exceeds the Purchase Price, then you are urged to consider not tendering or
selling such share pursuant to the tender offer.
The Company may increase in value
and you may be able to sell your shares at a higher price in the future. In addition, if you tender your shares, you will lose the right
to share in the future appreciation and profits, if any, of the Company with respect to the shares you sell.
If not sold pursuant to the tender offer, the
value of your shares may significantly appreciate or depreciate over time. The price at which the Company is offering to purchase your
shares pursuant to this tender offer represents a 27% discount to the net asset value of $22.74 per share as of September 30, 2023, and
may not be the highest price you could obtain for your shares now or in the future. If you choose to participate in this tender offer,
you understand and agree that you are giving up the opportunity to sell the shares you choose to sell to any person at a possibly higher
price now or in the future and to receive the benefit of any future appreciation in the value of the shares sold to the Company. There
can be no assurance, however, that the value of your shares will increase or to what extent. In addition, there is the possibility that
the Company could be sold at a valuation that could result in greater value being attributed to the shares than the Purchase Price, including
a sale at net asset value. Persons who sell shares in the tender offer will have no right to participate in any potential increase in
valuation or a sale of the Company.
There has been no third-party valuation
or appraisal of the shares in connection with the tender offer.
No independent party has been retained by the
Company or any other person to evaluate or render any opinion with respect to the fairness of the Purchase Price. The Purchase Price was
based in part on the valuation of the Company determined by the Company’s Board of Directors, which may be based on criteria other
than the Company’s current or prospective asset value, earnings, net worth or other established criteria for value and therefore
should not be considered a “market” or definitive valuation. As a result of the foregoing, it is possible that your shares
may in fact be worth more than the Purchase Price.
By electing to participate in the tender
offer, you will lose rights you have as a shareholder under California law with respect to the shares tendered.
By electing to participate in the tender offer
and executing the Letter of Transmittal and other tender offer materials, you will forfeit significant rights as a shareholder under California
law with respect to shares you sell to the Company, and you will no longer be a shareholder under California law or have rights as a shareholder
with respect to the shares you tender that are purchased pursuant to the tender offer.
The Purchase Price may not accurately
reflect the fair value of the shares.
While the shares are publicly traded on the OTCQX
Premier Market, the Shares are very illiquid and prices quoted on the OTCQX Premier Market generally are at a discount to the Company’s
net asset value and may not be indicative of the true value of the Company. The Company has no present intention of taking any action
to improve liquidity. In the event you elect not to tender your shares in connection with the tender offer you will retain ownership of
such shares. The Company can provide no assurances that you will have another opportunity to sell your shares to a third party or to the
Company. It is possible that the value of the Company’s equity will decrease in the future. By not participating in the tender offer
and electing not to sell your shares, you will be forgoing an opportunity to liquidate a portion of your shares. The Company is not obligated
to facilitate any sale of your shares or provide any other liquidity opportunity in the future.
12. Legal
Matters; Regulatory Approvals.
We are not aware of the applicability of any antitrust
laws or any license or regulatory permit that appears material to our business that might be adversely affected by our acquisition of
the shares as contemplated by the tender offer or of any approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of the shares
as contemplated by the tender offer. Should any such approval or other action be required, we presently contemplate that we will seek
that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment
for shares tendered pursuant to the tender offer pending the outcome of any such matter. There can be no assurance that any such approval
or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain
the approval or other action might not result in adverse consequences to our business and financial condition. Our obligations under the
tender offer to accept shares for payment and pay for shares is subject to certain conditions. See Section 6.
13. Material U.S. Federal Income Tax Consequences.
The following discussion is a general summary
of the material U.S. federal income tax consequences to tendering U.S. Holders and Non-U.S. Holders (each as defined below) of a sale
of shares pursuant to the tender offer. The tender offer will have no U.S. federal income tax consequences to beneficial owners that do
not tender any shares in the tender offer. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”),
the applicable Treasury regulations promulgated thereunder, published rulings and administrative pronouncements of the IRS and applicable
judicial decisions, all as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly
on a retroactive basis, and any such change or differing interpretation could affect the accuracy of the statements contained in this
discussion. This discussion addresses only beneficial owners who hold their shares as “capital assets” within the meaning
of Section 1221 of the Code (generally, property held for investment) and does not address all U.S. federal income tax consequences that
may be relevant to beneficial owners in light of their particular circumstances or to beneficial owners subject to special rules under
the U.S. federal income tax laws (such as, for example, dealers or brokers in securities or commodities, traders in securities who elect
to apply a mark-to-market method of accounting, U.S. Holders whose “functional currency” is not the U.S. dollar, banks or
other financial institutions, insurance companies, tax-exempt organizations, pension plans, regulated investment companies or real estate
investment trusts, controlled foreign corporations, passive foreign investment companies, former citizens or residents of the United States,
U.S. expatriates, partnerships or other pass-through entities for U.S. federal income tax purposes (or investors therein), persons who
hold shares as part of a hedge, appreciated financial position, straddle, conversion or other risk reduction or integrated transaction,
persons for whom the sale of shares pursuant to the tender offer would constitute a “wash sale” for U.S. federal income tax
purposes, persons who hold or received their shares pursuant to the exercise of any employee stock options or otherwise as compensation
or through a tax-qualified retirement plan, and persons who hold (or that held, directly, indirectly or constructively, at any time during
the five-year period ending on the date of the sale of their shares pursuant to the tender offer) 5% or more of the Company’s common
stock). This discussion does not address the effect of any state, local or foreign tax laws or any U.S. federal tax considerations other
than those pertaining to the income tax (e.g., estate or gift tax), that may be applicable to beneficial owners of shares, nor does it
address any aspects of the unearned income Medicare contribution tax under Section 1411 of the Code or the alternative minimum tax.
Beneficial owners should consult their own
tax advisors regarding the tax consequences of a sale of shares pursuant to the tender offer, including the applicability and effect of
any state, local and non-U.S. tax laws.
As used herein, a “U.S. Holder” means
a beneficial owner of shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the
United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof or the District
of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a
trust (A) the administration of which is subject to primary supervision of a court within the United States and one or more U.S. persons
have the authority to control all substantial decisions of the trust, or (B) that has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a U.S. person. As used herein, a “Non-U.S. Holder” means a beneficial owner of shares
that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.
The U.S. federal income tax treatment of a person
that is treated as a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds shares
generally will depend on the status of the partner(s) and the activities of the partnership. Partners in such partnerships should consult
their own tax advisors regarding the U.S. federal income and other tax consequences of a sale of shares pursuant to the tender offer.
Material U.S. Federal Income Tax Consequences of the Tender Offer
to Tendering U.S. Holders.
The sale of shares by a U.S. Holder pursuant to
the tender offer will, depending on such U.S. Holder’s particular circumstances, generally be treated as a sale or exchange for
U.S. federal income tax purposes or as a distribution with respect to such U.S. Holder’s shares. Under Section 302(b) of the Code,
a sale of shares pursuant to the tender offer generally will be treated as a “sale or exchange” if the sale: (i) results
in a “complete termination” of the U.S. Holder’s interest in the Company, (ii) is “substantially disproportionate”
with respect to the U.S. Holder or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder
(the “Section 302 tests”). In determining whether any of these tests has been met, shares actually owned, as well as shares
considered to be owned by the U.S. Holder by reason of certain constructive ownership rules set forth in Section 318 of the Code (as modified
by Section 302(c) of the Code), generally must be taken into account. U.S. Holders should be aware that other acquisitions or dispositions
of their shares considered to be part of the same plan that includes the U.S. Holder’s sale of shares pursuant to the tender offer
may need to be taken into account in determining whether any of the Section 302 tests are satisfied. U.S. Holders also should be aware
that their ability to satisfy any of the Section 302 tests may be affected by proration pursuant to the tender offer. Due to the factual
nature of these tests, U.S. Holders should consult their own tax advisors to determine whether a sale of shares pursuant to the tender
offer qualifies for sale or exchange treatment under these tests in light of their particular circumstances.
The sale of shares pursuant to the tender offer
generally should result in a “complete termination” of the U.S. Holder’s interest in the Company if either (i) the
U.S. Holder owns no shares of Company stock actually or constructively after the shares are sold pursuant to the tender offer or (ii) the
U.S. Holder actually owns no shares of Company stock after the tender offer and, with respect to shares constructively owned, is eligible
to waive, and effectively waives, constructive ownership of all such shares in accordance with the procedures described in Section 302(c)(2)
of the Code. U.S. Holders wishing to satisfy the “complete termination” test through a waiver of attribution should consult
their own tax advisors concerning the mechanics and applicability of such a waiver.
The sale of shares pursuant to the tender offer
generally should result in a “substantially disproportionate” redemption with respect to a U.S. Holder if the percentage of
the Company’s outstanding shares actually and constructively owned by the U.S. Holder immediately after the sale is less than 80%
of the percentage of the Company’s outstanding shares directly, indirectly and constructively owned by the U.S. Holder immediately
before the sale.
The sale of shares pursuant to the tender offer
generally will be treated as “not essentially equivalent to a dividend” with respect to a U.S. Holder if the reduction in
the U.S. Holder’s proportionate interest in the Company’s stock as a result of the sale constitutes a “meaningful reduction.”
The IRS has indicated in published guidance that generally, even a small reduction in the percentage ownership interest of a U.S. Holder
whose relative stock interest in a publicly held corporation (such as the Company) is minimal and who exercises no control over the corporation’s
business should constitute a meaningful reduction. U.S. Holders should consult their own tax advisors to determine the application of
this test (and the other Section 302 tests) in light of their particular circumstances.
If any of the Section 302 tests for “sale
or exchange” treatment is met, a U.S. Holder will recognize gain or loss on the receipt of cash in exchange for shares pursuant
to the tender offer equal to the difference between the amount of cash received and the adjusted tax basis of the shares sold. A U.S.
Holder must calculate gain or loss separately for each block of shares (generally, shares acquired at the same cost in a single transaction).
The gain or loss will be capital gain or loss and generally will be long-term capital gain or loss if the holding period for such shares
is more than one year as of the date of the sale. The ability to deduct capital losses is subject to limitations.
If none of the Section
302(b) tests are met with respect to a U.S. Holder, amounts received by such U.S. Holder pursuant to the tender offer will be treated
as a distribution with respect to such U.S. Holder’s shares. The distribution will be taxable to the U.S. Holder as a “dividend”
to the extent of such U.S. Holder’s allocable share of the Company’s current or accumulated earnings and profits. To the extent
the amount of the distribution exceeds the amount treated as a dividend, the excess will constitute a non-taxable return of capital to
the extent of the U.S. Holder’s tax basis in the relevant shares, and any remaining portion will be treated as capital gain from
the sale or exchange of shares. Any such capital gain will be long-term capital gain if the U.S. Holder’s holding period for the
shares on the date of the sale exceeds one year. If the amounts received by a tendering U.S. Holder are treated as a “dividend,”
the tax basis (after an adjustment for non-taxable return of capital discussed above) in the shares sold pursuant to the tender offer
will be added to any remaining shares held by such U.S. Holder. A dividend received by a non-corporate U.S. Holder may be eligible as
qualified dividend income subject to reduced tax rates (subject to applicable requirements, exceptions and limitations). U.S. Holders
should consult their own tax advisors to determine the application of
these distribution rules under Section 302 of the Code in light
of their particular circumstances. A dividend received by a corporate U.S. Holder may be (i) eligible for a dividends-received deduction
(subject to applicable requirements, exceptions and limitations) and (ii) subject to the “extraordinary dividend” provisions
of Section 1059 of the Code. U.S. Holders that are corporations for U.S. federal income tax purposes should consult their own tax advisors
regarding the U.S. federal tax consequences of the tender offer to them in light of their particular circumstances.
We cannot predict whether,
or the extent to which, the tender offer will be oversubscribed. If the tender offer is oversubscribed, we may accept fewer shares than
are tendered. Therefore, a U.S. Holder can be given no assurance that a sufficient number of such U.S. Holder’s shares will be purchased
pursuant to the tender offer to ensure that such purchase will be treated as a sale or exchange, rather than as a distribution, for U.S.
federal income tax purposes pursuant to the rules discussed above.
The determination of
whether a corporation has current or accumulated earnings or profits is complex and the legal standards to be applied are subject to uncertainties
and ambiguities. Additionally, whether a corporation has current earnings and profits can be determined only at the end of the taxable
year. Accordingly, if the sale of shares pursuant to the tender offer is treated as a distribution rather than a sale or exchange under
Section 302 of the Code, the extent to which such sale is treated as a dividend may be unclear.
Material U.S. Federal Income Tax Consequences
of the Tender Offer to Tendering Non-U.S. Holders.
If a sale by a Non-U.S.
Holder of shares pursuant to the tender offer qualifies as a sale or exchange under any of the Section 302 tests described above, then
any gain recognized by such Non-U.S. Holder on the sale generally will not be subject to U.S. federal income tax unless (i) such
gain is “effectively connected” with a trade or business carried on by the Non-U.S. Holder within the United States (and if
an income tax treaty applies, is attributable to a permanent establishment of the Non-U.S. Holder within the United States) or (ii) the
Non-U.S. Holder is an individual who is physically present in the United States for 183 days or more during the taxable year of the sale
and certain other conditions are met.
If the repurchase of
shares pursuant to the tender offer from a Non-U.S. Holder does not satisfy any of the Section 302 tests described above, amounts received
by such Non-U.S. Holder pursuant to the tender offer will be treated as a distribution to the Non-U.S. Holder with respect to such Non-U.S.
Holder’s shares. The treatment for U.S. federal income tax purposes of such distribution as a dividend, return of capital, and/or
as gain from the sale of shares will be determined in the same manner described above under “Material U.S. Federal Income Tax Consequences
of the Tender Offer to Tendering U.S. Holders.” In general, any amount that constitutes a dividend for U.S. federal income tax purposes
will be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified pursuant to an applicable income tax
treaty) unless the dividend is “effectively connected” with a trade or business conducted by the Non-U.S. Holder within the
United States (and, if required pursuant to an applicable income tax treaty, is attributable to a permanent establishment of the Non-U.S.
Holder within the United States), in which case such dividend generally will be subject to U.S. federal income tax on a net income basis,
in the same manner as if the Non-U.S. Holder were a resident of the United States. A Non-U.S. Holder that is a corporation may be subject
to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax
treaty) with respect to any effectively connected earnings and profits (subject to certain adjustments).
Because the satisfaction
of the Section 302 tests described above is dependent on matters of fact, the Depositary (or other applicable withholding agent) generally
will presume, for withholding purposes, that all amounts paid to Non-U.S. Holders pursuant to the tender offer are treated as distributions
in respect of their shares. Accordingly, as described in Section 3 above, a Non-U.S. Holder should expect that the Depositary (or other
applicable withholding agent) will be required to withhold U.S. federal income tax on the gross proceeds payable to a Non-U.S. Holder
pursuant to the tender offer at a rate of 30% unless the Non-U.S. Holder provides the Depositary (or other applicable withholding agent)
with a validly completed and executed Form W-8ECI or Form W-8BEN reflecting that no or reduced rate of withholding is required. See Section
3 for additional information. Non-U.S. Holders should consult their own tax advisors regarding the particular tax consequences to them
of selling shares in the tender offer, including the application of the 30% U.S. federal withholding tax, their potential eligibility
for a reduced rate of, or exemption from, such withholding tax, and their potential eligibility for, and procedures for claiming, a refund
of any such withholding tax.
Information Reporting and Backup Withholding.
Payments of proceeds
pursuant to the tender offer will generally be subject to information reporting. In addition, as described in Section 3 above, U.S. federal
backup withholding (currently at a rate of 24%) may apply to payments of gross proceeds paid to a U.S. Holder or other payee pursuant
to the tender offer unless the U.S. Holder delivers to the Depositary (or other applicable withholding agent) a properly completed and
executed Form W-9 or otherwise establishes an exemption. Certain persons (including corporations) are not subject to these backup withholding
rules. Backup withholding and information reporting generally will not apply to payments of gross proceeds in the tender offer to a Non-U.S.
Holder if the Non-U.S. Holder submits a properly completed, applicable IRS Form W-8, signed under penalties of perjury, attesting to such
holder’s non-U.S. status and otherwise complies with the backup withholding rules. See Section 3 for additional information.
Foreign Account Tax Compliance Act.
Under legislation referred
to as FATCA, and related administrative guidance, a U.S. federal withholding tax of 30% generally will be imposed on certain payments
made to “foreign financial institutions” and “non-financial foreign entities” (as specifically defined under these
rules) unless specified requirements are met. U.S. Holders and Non-U.S. Holders should consult with their own tax advisors regarding the
possible implications of this legislation on their disposition of shares pursuant to the tender offer.
The preceding discussion
is intended for general information only and is not a complete analysis or discussion of all potential tax effects that may be important
to particular beneficial owners. Each beneficial owner should consult such beneficial owner’s own tax advisor to determine its particular
tax consequences of selling shares in the tender offer in light of such beneficial owner’s particular circumstances, including the
applicability and effect of any state, local and foreign tax laws.
14. Extension
of the Tender Offer; Termination; Amendment.
We expressly
reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set
forth in Section 6 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the
tender offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of
such extension to the Depositary and making a public announcement of such extension. We also expressly reserve the right to
terminate the tender offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or,
subject to applicable law and regulation, to postpone payment for shares upon the occurrence of any of the conditions specified in
Section 6 by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of
such termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for payment is
limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return
the shares tendered promptly after termination or withdrawal of the tender offer. Subject to compliance with applicable law and
regulation, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 6
shall have occurred or shall be deemed by us to have occurred, to amend the tender offer in any respect, including, without
limitation, by decreasing or increasing the consideration offered in the tender offer to holders of shares or by decreasing or
increasing the number of shares being sought in the tender offer. Amendments to the tender offer may be made at any time and from
time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m.,
New York City time, on the next business day after the last previously scheduled or announced Expiration Time. Any public
announcement made pursuant to the tender offer will be disseminated promptly to shareholders in a manner reasonably designed to
inform shareholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as
required by applicable law and regulation, we shall have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by making a release through a newswire service.
If we materially change
the terms of the tender offer or the information concerning the tender offer, we will extend the tender offer to the extent required by
Rules 13e-4(d)(2) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of
the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender
offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend
on the facts and circumstances, including the relative materiality of such terms or information. As a general matter, if we materially
change the terms of the tender offer or the information concerning the tender offer (other than a change in price or a change in percentage
of securities sought), including the waiver of a material condition, we are required to extend the tender offer, if necessary, so that
the tender offer remains open for at least five business days following such change. If (1) we increase or decrease the price to be paid
for shares above or below $16.50 per share or otherwise change the aggregate purchase price offered for shares being sought in the tender
offer (but, in the case of an increase, only if we increase the aggregate purchase price as a result of which the number of shares being
sought will increase by more than 2% of our outstanding shares) and (2) the tender offer is scheduled to expire at any time earlier than
the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease
is first published, sent or given to shareholders in the manner specified in this Section 14, the tender offer will be extended until
the expiration of such period of ten business days.
15. Fees and Expenses; Information Agent; Depositary.
We have retained Georgeson
LLC to act as Information Agent and Computershare Trust Company, N.A. to act as Depositary in connection with the tender offer. The Information
Agent may contact holders of shares by mail, e-mail, telephone and in person and may request brokers, dealers, commercial banks, trust
companies and other nominee shareholders to forward materials relating to the tender offer to beneficial owners. The Information Agent
and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for
specified reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the tender offer, including
certain liabilities under the federal securities laws.
We will not pay any fees
or commissions to brokers or dealers (other than fees to the Information Agent as described above) for soliciting tenders of shares pursuant
to the tender offer or for making any recommendation in connection with the tender offer. Shareholders holding shares through brokers,
dealers, commercial banks, trust companies or other nominees are urged to consult such nominees to determine whether transaction costs
are applicable if shareholders tender shares through such nominees and not directly to the Depositary. We will, however, upon request,
reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred
by them in forwarding the tender offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary
capacity. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as the agent of us, the Information
Agent or the Depositary for purposes of the tender offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase
of shares except as otherwise provided in this document and the Letter of Transmittal.
In 2022, the Inflation
Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law, which legislation, among other things, imposes
a 1% excise tax on the fair market value of stock repurchased by a publicly-traded domestic corporation beginning in 2023, with certain
exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders
from which shares are repurchased. While we are a registered investment company, we are not a regulated investment company under the Code
and therefore not exempt from the tax, and it is anticipated that the Excise Tax will apply to our purchase of shares pursuant to the
tender offer. The Excise Tax will not, however, apply to a repurchase of shares that is treated as a dividend for U.S. federal income
tax purposes. As discussed in Section 13, whether our purchase of shares from a shareholder pursuant to the tender offer will be
treated as a sale or exchange or as a distribution to the shareholder (which may be treated as a dividend) for U.S. federal income tax
purposes will depend upon the shareholder’s particular facts and circumstances. To what extent the Company will be subject to the
Excise Tax in connection with the tender offer will depend on a number of factors, including the characterization of our repurchase of
the shares for U.S. federal income tax purposes and the content of regulations and other guidance. We expect to pay any Excise Tax with
respect to the tender offer when due.
16. Miscellaneous.
In making the tender
offer, we are not aware of any U.S. State where the making of the tender offer is not in compliance with applicable law. If, however,
we become aware that the making of the tender offer or the acceptance of shares pursuant to the tender offer is not permitted by administrative
or judicial action pursuant to a U.S. State statute (“State Law”), we will make a good faith effort to comply with such applicable
State Law. If, after such good faith effort, we cannot comply with the applicable State Law, the tender offer will not be made to the
holders of shares in that U.S. State. In making the tender offer, we will comply with the requirements of Rule 13e-4(f)(8) promulgated
under the Exchange Act. In any U.S. State where the securities or Blue-Sky laws require the tender offer to be made by a licensed broker
or dealer, the tender offer shall be deemed to be made on our behalf by one or more registered brokers or dealers licensed under the laws
of such U.S. State.
WE HAVE NOT MADE ANY
RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THE TENDER OFFER. WE HAVE NOT AUTHORIZED ANY PERSON
TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES IN THE TENDER OFFER. WE
HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE TENDER OFFER OTHER THAN THOSE
CONTAINED IN THIS DOCUMENT OR DOCUMENTS INCORPORATED BY REFERENCE OR IN THE RELATED LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY RECOMMENDATION
OR ANY SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US, THE INFORMATION AGENT, THE DEPOSITARY
OR ANY OF OUR OR THEIR RESPECTIVE AFFILIATES.
The Letter of Transmittal and certificates
for shares and any other required documents should be sent or delivered by each shareholder or such shareholder’s broker, dealer,
commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.
The Depositary for
the Tender Offer is:
Computershare Trust
Company, N.A.
|
If delivering by mail:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer
P.O. Box 43011
Providence, RI 02940-3011 |
|
If delivering by express mail,
or any other expedited service:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer
150 Royall Street, Suite V
Canton, MA 02021 |
Via Email (for eligible
institutions only): CANOTICEOFGUARANTEE@computershare.com
DELIVERY OF THE LETTER
OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Questions or requests
for assistance may be directed to the Information Agent at its telephone number and address set forth below. Requests for additional copies
of the Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery or the other tender offer materials may
be directed to the Information Agent at the telephone number and address set forth below. Shareholders also may contact their broker,
dealer, commercial bank, trust company or other nominee for assistance concerning the tender offer. To confirm delivery of shares, shareholders
are directed to contact the Depositary.
The Information Agent for
the Offer is:
1290
Avenue of the Americas, 9th Floor
New
York, NY 10104
Shareholders,
Banks and Brokers
Call
Toll Free: 800-509-0957
25
Exhibit (a)(1)(B)
LETTER OF TRANSMITTAL
To Tender Shares
of Common Stock of
CALIFORNIA FIRST LEASING CORPORATION
Pursuant to the Offer to Purchase dated
October 23, 2023
THE OFFER AND WITHDRAWAL RIGHTS
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, DECEMBER 4, 2023, UNLESS THE OFFER IS EXTENDED.
The
Depositary for the Offer is:
| If delivering by mail: |
|
If delivering by overnight courier: |
| Computershare |
|
Computershare |
| c/o Voluntary Corporate Actions |
|
c/o Voluntary Corporate Actions |
P.O. Box 43011
Providence, RI 02940-3011 |
|
150 Royall Street, Suite V
Canton, MA 02021 |
For additional
information and for additional copies of this Letter of Transmittal and the related Offer to Purchase, please contact the Information
Agent, Georgeson LLC, at the phone number listed on the back cover of this Letter of Transmittal.
Delivery of
this Letter of Transmittal to an address other than as set forth above, does not constitute a valid delivery. Do not send this Letter
of Transmittal to the Company or the Information Agent. You must sign this Letter of Transmittal in the appropriate space provided therefor
and complete the IRS Form W-9 or an applicable IRS Form W-8. The instructions set forth in this Letter of Transmittal should be read carefully
before this Letter of Transmittal is completed.
Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Depositary.
| DESCRIPTION OF SHARES TENDERED |
| Names(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s)) |
Share Certificate(s) and Share(s)
Tendered
(Attach additional signed list
if necessary) |
| |
Certificate
Number(s)* |
Total Number of Shares Represented by Certificate(s)* |
Total Number of Book-Entry
Shares Tendered** |
Total Number
of Shares
Tendered |
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
| Total Shares: |
|
|
|
| * | Need not be completed if transfer is made by book-entry transfer. |
| ** | Unless otherwise indicated, it will be assumed that all Shares
described are being tendered. See Instruction 4. |
This Letter of Transmittal
is to be used by shareholders of California First Leasing Corporation, a California corporation (the “Company”), either if
certificates for Shares (as defined below) are to be forwarded herewith or, unless an Agent’s Message (as defined in Instruction
2) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry
Transfer Facility (as defined in, and pursuant to the procedures set forth in, Section 3 — “Procedure for Tendering Shares”
of the Offer to Purchase). Shareholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates
for, or a book-entry confirmation with respect to, their Shares, and all other documents required hereby to the Depositary before the
Expiration Time (as defined in the Offer to Purchase) may tender their Shares in accordance with the guaranteed delivery procedures set
forth in Section 3 — “Procedure for Tendering Shares” of the Offer to Purchase. See Instruction 2. If your stock certificate
has been lost, stolen or destroyed, please see Instruction 11.
| ¨ | CHECK HERE IF TENDERED
SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): |
| |
Name of Tendering Institution: |
|
| |
|
|
| |
Account Number: |
|
| |
|
|
| |
Transaction Code Number: |
|
| ¨ | CHECK HERE IF TENDERED
SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY, ENCLOSE A PHOTOCOPY OF SUCH
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: |
| |
Name(s) of Registered Owner(s): |
|
| |
|
|
| |
Date of Execution of Notice of Guaranteed Delivery: |
|
| |
|
|
| |
Name of Institution that Guaranteed Delivery: |
|
If delivered by book-entry transfer,
check box and provide the information below:
| |
Account Number: |
|
| |
|
|
| |
Transaction Code Number: |
|
| ¨ | CHECK HERE IF TENDERED
SHARES ARE DELIVERED BY BOOK-ENTRY TRANSFER AND PROVIDE THE INFORMATION BELOW. |
| |
Account Number: |
|
| |
|
|
| |
Transaction Code Number: |
|
| ¨ | CHECK HERE IF ANY OF
THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11. |
| Number of Shares represented by the lost
or destroyed certificates: |
|
ODD LOTS
(SEE INSTRUCTION 12)
This section is to be completed ONLY if Shares
are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 99 shares. The undersigned
either (check only one box):
| ☐ | Is the beneficial or record owner of an aggregate
of fewer than 100 Shares, all of which are being tendered; or |
| ☐ | Is a broker, dealer, commercial bank, trust company
or other nominee that (a) is tendering for the beneficial owner(s) thereof Shares with respect to which it is the record holder, and (b)
believes, based upon representations made to it by such beneficial owner(s), that each such person is the beneficial owner of an aggregate
of fewer than 100 Shares and is tendering all of such Shares |
And, in either case, hereby represents that the
above indicated information is true and correct as to the undersigned.
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) |
|
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) |
| |
|
|
|
To be completed ONLY if the payment for the purchase price of Shares
tendered for payment is to be issued in the name of someone other than the undersigned.
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To be completed ONLY if the payment for the purchase price of
Shares tendered and accepted for payment is to be paid by check and delivered to someone other than the undersigned or to the undersigned
at an address other than the address appearing in the box on the first page above under “Description of Shares Tendered”. |
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(Please type or print) |
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(include zip code) |
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| For wire transfers, please complete and submit the enclosed wire transfer instructions |
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING
INSTRUCTIONS
Ladies and Gentlemen:
The undersigned hereby tenders
to California First Leasing Corporation, a California corporation (the “Company”), the above described issued and outstanding
shares of common stock, par value $0.01 per share of the Company (the “Shares”), on the terms and subject to the prior satisfaction
or waiver (if permitted) of the conditions set forth in the Offer to Purchase, dated October 23, 2023 (the “Offer to Purchase”),
and this Letter of Transmittal (together with the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged.
Upon the terms and subject
to the conditions of the Offer, and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms
and conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title
and interest in and to the Shares tendered herewith on or after the date of the Offer to Purchase and irrevocably constitutes and appoints
the Company the true and lawful agent and attorney-in-fact of the undersigned with respect to the Shares, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an interest), to: (i) deliver certificates for such Shares
or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facility together, in any such case, with
all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (ii) to present such Shares for transfer
on the Company’s books and (iii) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares,
all on the terms and subject to the prior satisfaction or waiver (if permitted) of the conditions.
By accepting payment for Shares
pursuant to the Offer, the undersigned shareholder, or, in the event the Shares held by the undersigned are held in “street name”
by a broker, dealer, bank, trust company or other nominee, the beneficial owners of such Shares, shall be deemed to have acknowledged
and agreed to the provisions below under the heading “Representations, Warranties and Covenants of the Undersigned Shareholder”.
Representations,
Warranties and Covenants of the Undersigned Shareholder.
The undersigned
hereby covenants, represents and warrants to the Company that:
(a) the
undersigned understands that delivering Shares under any one of the procedures described in the Offer to Purchase and in the instructions
hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer to Purchase and this Letter of Transmittal;
(b) the
undersigned has full power and authority to deliver, sell, assign and transfer the Shares delivered hereby and that, when and to the extent
the Company accepts the Shares for purchase, the Company will acquire good, marketable and unencumbered title to them, free and clear
of all liens, encumbrances, security interests, charges and adverse claims;
(c) the
undersigned has the absolute and unrestricted capacity, right, power and authority to enter into and to perform its obligations under
this Letter of Transmittal and the Offer to Purchase, and the undersigned’s signature below constitutes the legal, valid and binding
obligation of the undersigned, enforceable against the undersigned in accordance with the terms of the Letter of Transmittal and the Offer
to Purchase;
(d) the
undersigned has reviewed the Offer to Purchase and this Letter of Transmittal carefully and in their entirety, along with all attachments
thereto, and also believes that it, he or she has received all the information the undersigned considers necessary or appropriate for
deciding whether to execute this Letter of Transmittal and agree to the terms of the Offer to Purchase, including without limitation consulting
with the undersigned’s tax, legal, and financial and other advisors, as appropriate;
(e) the
undersigned hereby acknowledges that he, she or it has not relied on any representation, warranty, covenant or other statement of the
Company, other than those set forth in this Letter of Transmittal and the Offer to Purchase, in making its investment decision to sell
the Shares;
(f) the
undersigned expressly acknowledges and agrees that neither the Company nor any of its affiliates makes any representation, warranty or
covenant with respect to the tax treatment of the transactions contemplated by the Offer to Purchase and this Letter of Transmittal, and
the undersigned shall be solely
responsible for the payment of any and all income and other taxes (other than transfer taxes, as provided
in the Offer to Purchase), filing and recording fees and similar charges relating to the transactions contemplated herein and therein;
(g) the
undersigned acknowledges that he, she or it has been advised by the Company to consult with his, her or its own independent financial
advisors and legal counsel, and is executing this Letter of Transmittal and agreeing to sell Shares to the Company with a full understanding
of all of the terms, conditions and risks related to the sale of such Shares, and willingly assumes those terms, conditions and risks;
(h) the
undersigned has made his, her or its own decision to sell Shares pursuant to this Letter of Transmittal and the Offer to Purchase based
upon his, her or its own independent review and consultations with such investment, legal, tax, accounting and other advisers as he, she
or it deemed necessary;
(i) the
undersigned has been made aware that (i) the Company and/or its affiliates, from time to time, evaluate the Company’s strategic
alternatives designed to maximize shareholder value which may include, but not be limited to, a sale of the Company or substantially all
of its assets, which could provide for liquidity to all the shareholders and that the Company will continue to periodically explore such
strategic alternatives from time to time following the completion of the Offer, and (ii) by consummating the transactions contemplated
by the Offer to Purchase and this Letter of Transmittal, the undersigned will no longer be a shareholder of the Company to the extent
of the number of Shares being purchased by the Company and will be unable to participate in the future of the Company in respect of the
number of Shares being purchased by the Company nor will the undersigned be exposed to the future risks and rewards associated with ownership
of the Shares being purchased by the Company;
(j) the
undersigned understands that the transactions contemplated by this Letter of Transmittal and the Offer to Purchase is a partial self tender
offer and, therefore, the Company may purchase, all, some, or none of the undersigned’s Shares, in each case, as determined by the Company
pursuant to the terms and conditions of this Letter of Transmittal and the Offer to Purchase; and
(k) no
broker, finder or investment banker has been retained or engaged on behalf of the undersigned or is entitled to any brokerage, finder’s
or other fee, compensation or commission in connection with the transactions contemplated by this Letter of Transmittal, the Offer to
Purchase, and the other tender offer materials (as such term is defined in the Offer to Purchase).
The undersigned
will, upon request, execute and deliver any additional documents deemed necessary or desirable by Computershare Inc. (the “Depositary”)
or the Company to complete the sale, assignment and transfer of the tendered Shares to the Company.
All authority conferred
or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, the tender of Shares hereby is irrevocable.
The Company’s
acceptance for payment of Shares validly tendered according to any of the procedures described in the Offer to Purchase and in the instructions
hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the
Offer. The undersigned acknowledges and agrees that under the circumstances set forth in the Offer to Purchase, the Company may terminate
or amend the Offer; may postpone acceptance for payment of, or the payment for, Shares tendered; or may accept for payment fewer than
all the Shares tendered. The undersigned further acknowledges and agrees that the Offer is subject to the conditions described in the
Offer to Purchase and that the Company can provide no assurances regarding whether all such conditions will be satisfied. All questions
as to validity, form and eligibility of any tender of Shares hereby will be determined by Purchaser (which may delegate power in whole
or in part to the Depositary) and such determination shall be final and binding.
Unless otherwise
indicated above under “Special Payment Instructions,” please issue the check or send the wire (or in the case of Shares tendered
by book-entry transfer, send the wire to the account at the Book-Entry Transfer Facility) for the purchase price of any Shares purchased,
and return any Shares not tendered or not
purchased, in the name(s) of the registered holder(s) appearing under “Description of
Shares Tendered”. Similarly, unless otherwise indicated under “Special Delivery Instructions” above, please mail the
check (for Shares not tendered by book-entry transfer) for the purchase price of the Shares purchased and issue a Direct Registration
Transaction Advice for any Shares not tendered or not purchased (and accompanying documents as appropriate) to the address(es) of the
registered holder(s) appearing under “Description of Shares Tendered” above. In the event that both the “Special Delivery
Instructions” and the “Special Payment Instructions” boxes above are completed, please issue the check or send the wire
for the purchase price for the Shares in the name(s) of, and deliver such check and any Direct Registration Transaction Advice for Shares
to, the person(s) so indicated. Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility designated above.
The undersigned
acknowledges and agrees that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and
in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the
conditions of the Offer, including, without limitation, the undersigned’s representation and warranty that the undersigned owns
all Shares being tendered.
IMPORTANT
SHAREHOLDER(S) SIGN HERE
(Also, complete IRS Form W-9
set forth herein or an applicable IRS Form W-8)
Signature(s) of Holder(s)
Must be signed by registered
holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized
to become registered holder(s) by certificates and documents transmitted herewith.
| Dated: |
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(Please Type or Print) |
| Capacity
(full title) (See Instruction 5): |
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(Include Zip Code)
| Daytime Area Code and Telephone Number: |
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| Taxpayer Identification or Social Security Number: |
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(See IRS Form W-9 contained
herein or an applicable IRS Form W-8)
GUARANTEE OF SIGNATURE(S)
(For use by Eligible
Institutions only; See Instructions 1 and 5)
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Signature of Authorized Signatory |
| Name: |
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(Please Type or Print) |
(Include Zip Code)
| Area Code and Telephone Number: |
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INSTRUCTIONS
Forming Part of the Terms and Conditions of
the Offer
1. Guarantee
of Signatures. No signature guarantee is required on this Letter of Transmittal if (a) this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction, includes any participant in the Book-Entry Transfer Facility’s
system whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith and such registered holder
has not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions: above in this Letter
of Transmittal or (b) the Shares tendered herewith are tendered for the account of a financial institution (including most commercial
banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agent Medallion Program, or
other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended (such institution, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 5. If a Share certificate is registered in the name of a person other than
the signer of this Letter of Transmittal, or if payment is to be made to a person other than the registered holder of the certificates
surrendered, then the tendered Share certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly
as the name or names of the registered holders or owners appear on the Share certificate, with the signature(s) on the certificates or
stock powers guaranteed by an Eligible Institution. See Instruction 5.
2. Requirements
of Tender. This Letter of Transmittal is to be completed by shareholders either if certificates are to be forwarded herewith or, unless
an Agent’s Message is utilized, if delivery of Shares is to be made according to the procedures for book-entry transfer set forth
in Section 3 — “Procedure for Tendering Shares” of the Offer to Purchase. For a shareholder to validly tender Shares
pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees
or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary
at one of its addresses set forth herein on or prior to the Expiration Time (as defined in Section 1 of the Offer to Purchase) and either
original certificates for the tendered Shares must be received by the Depositary at one of such addresses on or prior to the Expiration
Time or the Shares must be delivered according to the procedures for book-entry transfer set forth herein (and a book-entry confirmation
must be received by the Depositary), in each case, on or before the Expiration Time, or (b) the tendering shareholder must comply with
the guaranteed delivery procedures set forth below and in Section 3 — “Procedure for Tendering Shares” of the Offer
to Purchase.
Shareholders whose
certificates for Shares are not immediately available or who cannot deliver their original stock certificates and all other required documents
to the Depositary or complete the procedures for book-entry transfer on or before the Expiration Time may tender their Shares by properly
completing and duly executing the Notice of Guaranteed Delivery according to the guaranteed delivery procedures set forth in Section 3
— “Procedure for Tendering Shares” of the Offer to Purchase. Under such procedures, (a) such tender must be made by
or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form
provided by the Company, must be received by the Depositary on or before the Expiration Time and (c) either (i) the original stock certificates
representing the Shares, together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees,
and any other documents required by this Letter of Transmittal, must be received by the Depositary within three trading days after the
date of execution of the Notice of Guaranteed Delivery or (ii) in the case of a book-entry transfer effected according to the book-entry
transfer procedures described in the Offer to Purchase, either a properly completed and duly executed documents required by this Letter
of Transmittal, must be received by the Depositary, and such Shares must be delivered according to the book-entry transfer procedures
and a book-entry confirmation must be received by the Depositary, in each case within three trading days after the date of execution of
such Notice of Guaranteed Delivery. A “trading day” is any day on which shares are listed for quotation on the OTC Markets.
An “Agent’s
Message” means a message, transmitted through electronic means by the Book-Entry Transfer Facility, in accordance with the normal
procedures of the Book-Entry Transfer Facility and the Depositary, to and received by the Depositary and forming a part of a book-entry
confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-
Entry
Transfer Facility tendering the Shares which are the subject of such book-entry confirmation that such participant has received and agrees
to be bound by the terms and conditions of the Offer to Purchase and this Letter of Transmittal and that the Company may enforce such
agreement against the participant. The term “Agent’s Message” shall also include any hard copy printout evidencing such
message generated by a computer terminal maintained at the Depositary’s office. Delivery of documents to the Book-Entry Transfer
Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary.
The method of delivery
of Shares, this Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is
at the election and risk of the tendering shareholder. Delivery of documents to the Book-Entry Transfer Facility in accordance with the
Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary. Shares will be deemed delivered only when
actually received by the Depositary. If delivery is by mail, registered mail, with return receipt requested, properly insured, is recommended.
In all cases, sufficient time should be allowed to ensure timely delivery.
No alternative,
conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering shareholders, by execution
of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Shares for payment.
3. Inadequate
Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares or other information should
be listed on a separate signed schedule and attached hereto.
4. Partial Tenders
(Only Applicable to Holders of Share Certificates). If fewer than all the Shares evidenced by any certificate submitted are to
be tendered, fill in the number of Shares that are to be tendered in the box entitled “Number of Shares Tendered.” In any
such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificate(s) will be sent to the registered
holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the acceptance for payment of the
Shares tendered herewith. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless
otherwise indicated.
5. Signatures
on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without
any change.
If any of the Shares
tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered
Shares are registered in names of different holders on several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of certificates.
If this Letter
of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Purchaser of their authority so to act must be submitted.
When this Letter
of Transmittal is signed by the registered owner(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate
stock powers are required unless payment is to be made to or certificates for Shares not tendered or accepted for payment are to be issued
to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible
Institution.
If the certificates
for Shares are registered in the name of a person other than the signer of this Letter of Transmittal, or if payment is to be made to
a person other than the registered holder of the certificates surrendered, the tendered certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) or owner(s) appear(s) on the certificate(s),
with
the signature(s) on the certificate(s) or stock power(s) guaranteed as aforesaid. See Instruction 1.
6. Stock Transfer
Taxes. The Company will pay or cause to be paid any stock transfer taxes with respect to the transfer and sale of Shares to it, or
its order, in the Offer. If, however, payment of the purchase price is to be made to, or if certificate(s) for Shares not tendered or
accepted for payment are to be registered in the name of, any person(s) other than the registered owner(s), or if tendered certificate(s)
for Shares are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any
stock transfer taxes (whether imposed on the registered owner(s) or such other person(s)) payable on account of the transfer will be deducted
from the price to be paid in the Offer unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.
Except as provided
in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter of Transmittal.
7. Special Payment
and Delivery Instructions. If a check or wire transfer is to be issued in the name of a person other than the signer of this Letter
of Transmittal or if a check or wire transfer is to be sent to a person other than the person(s) signing this Letter of Transmittal or
to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.
See Instruction 1, 5 and 6.
8. Waiver of
Conditions. The Company reserves the absolute right in its sole discretion to waive any of the specified conditions of the Offer in
the case of any Shares tendered.
9. IRS Form
W-9; IRS Form W-8. Important Tax Information. United States federal income tax law generally requires that if your Shares are accepted
for payment, you or your assignee (in either case, the “Payee”) must provide the Company with the Payee’s correct Taxpayer
Identification Number (“TIN”), which, in the case of a Payee who is an individual, is the Payee’s social security number,
and, in the case of an entity, is the Payee’s Employer Identification Number (“EIN”). If the Company is not provided
with the correct TIN or EIN, as applicable, or with an adequate basis for an exemption, the Payee may be subject to a $50 penalty imposed
by the Internal Revenue Service (“IRS”) and backup withholding in an amount equal to 24% of the gross proceeds received pursuant
to the Offer. Backup withholding is not an additional tax. Rather, the tax liability of a person subject to backup withholding will be
reduced by the amount withheld. If withholding results in an overpayment of taxes, a refund may be obtained; provided, that the requisite
information is correctly furnished to the IRS in a timely manner.
To prevent backup
withholding, each Payee must provide such Payee’s correct TIN by completing the IRS Form W-9 set forth herein, certifying that (i)
the TIN provided is correct, (ii) (a) the Payee is exempt from backup withholding, (b) the Payee has not been notified by the IRS that
such Payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified
the payee that such Payee is no longer subject to backup withholding, and (iii) the Payee is a U.S. citizen or other “United States
Person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (including a U.S. resident alien).
If the Payee does
not have a TIN, such Payee should consult the instructions to IRS Form W-9 available online at www.irs.gov. If the Payee does not provide
such Payee’s TIN to the Company by the time of payment, backup withholding will apply.
If the Shares are
held in more than one name or are not in the name of the actual owner, consult the instructions on IRS Form W-9 for information regarding
which TIN to report.
Exempt Payees (including,
among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements.
To prevent possible erroneous backup withholding, an exempt Payee should fill in the “Exempt Payee Code” box with the applicable
code on the IRS Form W-9. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit an appropriate
and properly completed Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury attesting
to such exempt status. Such forms and instructions may be
obtained from the IRS at its Internet website: www.irs.gov.
SHAREHOLDERS ARE URGED TO CONSULT
WITH THEIR TAX ADVISORS REGARDING THE APPLICABILITY AND REFUND OF BACKUP WITHHOLDING TAX.
10. Requests
for Assistance or Additional Copies. Questions and requests for assistance may be directed to Georgeson Inc., the Information
Agent, at the phone number listed on the back cover of this Letter of Transmittal. Additional copies of the Offer to Purchase, this
Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent or from brokers, dealers,
banks, trust companies or other nominees.
11. Lost,
Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Depositary by checking the appropriate box on this Letter of Transmittal and indicating the number of Shares so lost,
destroyed or stolen. The shareholder will then be instructed by the Depositary as to the steps that must be taken to replace the lost,
destroyed or stolen certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing
lost or destroyed certificates have been followed.
12.
Odd Lots. The Company will purchase Shares validly tendered and not properly withdrawn prior to the Expiration Time by any
shareholder who owns beneficially or of record an aggregate of fewer than 100 shares. This preference will not be available unless
the items captioned “Odd Lots” is completed.
IMPORTANT: THIS LETTER OF
TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER,
AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE EXPIRATION TIME OF
THE OFFER AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED ACCORDING TO
THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE BEFORE THE EXPIRATION TIME OF THE OFFER, OR THE TENDERING SHAREHOLDER MUST
COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
The Depositary for the Offer
is:
| If delivering by mail: |
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If delivering by overnight courier: |
| |
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| Computershare |
|
Computershare |
| c/o Voluntary Corporate Actions |
|
c/o Voluntary Corporate Actions |
P.O. Box 43011
Providence, RI 02940-3011 |
|
150 Royall Street, Suite V
Canton, MA 02021 |
Questions or requests
for assistance may be directed to the Information Agent at the telephone numbers listed below. Additional copies of the Offer to Purchase,
this Letter of Transmittal and the Notice of Guaranteed Delivery may also be obtained from the Information Agent. Shareholders may also
contact their broker, dealer, bank or trust company for assistance concerning the Offer.
The Information Agent for
the Offer is:
1290 Avenue of the Americas
9th Floor New York, NY 10101
Shareholders, Banks and Brokers
Call Toll-Free: (800) 509-0957
-13-
Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Common Stock
of
California
First Leasing Corporation
at
$16.50 Net Per Share
THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON DECEMBER 4, 2023, UNLESS THE TENDER OFFER IS EXTENDED.
This Notice
of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of common stock, par value $0.01 per share (the “Shares”), of California First Leasing Corporation, a
California corporation (the “Company”), are not immediately available, if the procedure for book-entry transfer cannot be
completed on a timely basis, or if time will not permit all required documents to reach Computershare Inc. (the “Depositary”)
on or before the Expiration Time (as defined in the Offer to Purchase). This form may be delivered by electronic mail or mail to the Depositary
and must include a Guarantee by an Eligible Institution (as defined in the Offer to Purchase). See Section 3 — “Procedure
for Tendering Shares” of the Offer to Purchase.
The Depositary for the Offer is:
|
If delivering by mail:
Computershare
c/o Voluntary Corporate Actions
P.O. Box 43011
Providence, RI 02940-3011
|
If delivering by overnight courier:
Computershare
c/o Voluntary Corporate Actions
150 Royall Street, Suite V
Canton, MA 02021 |
Via Email (for eligible
institutions only): CANOTICEOFGUARANTEE@computershare.com
DELIVERY OF
THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA ELECTRONIC MAIL TO
AN EMAIL ADDRESS OTHER THAN THE EMAIL ADDRESS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE
OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED
TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE
PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
THE GUARANTEE
INCLUDED HEREIN MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned
represents that the undersigned owns and hereby tenders to the Company, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated October 23, 2023 (the “Offer to Purchase”), and in the related Letter of Transmittal (together with
the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below, all pursuant
to the guaranteed delivery procedures set forth in the Offer to Purchase.
| Number of Shares: |
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| Certificate Number(s) (if available): |
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Name(s) of Record Holders:_________________________________________________________________________
(Please Type or Print)
Address(es):____________________________________________________________________________________
______________________________________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s):_______________________________________________________________
X ____________________________________________________________________________________________
Signature(s) of Holder(s)
Dated:____________________________________________
| ☐ | CHECK HERE IF TENDERED
SHARES ARE DELIVERED BY BOOK-ENTRY TRANSFER AND PROVIDE THE INFORMATION BELOW. |
Name(s) of Tendering Institution:_____________________________________________________________________
Account Number:_________________________________________________________________________________
ODD
LOTS
As described
in the Offer to Purchase, under certain conditions, shareholders owning beneficially or as the registered owner an aggregate of fewer
than 100 Shares may have their Shares accepted for payment before any proration of the purchase of other tendered Shares. This preference
is not available to partial tenders or to beneficial or registered owners of an aggregate of 100 or more Shares. Accordingly, this section
is to be completed only if Shares are is being tendered on behalf of or by a beneficial or registered owner of an aggregate of fewer than
100 Shares. The undersigned either (check one box):
| § | is the beneficial or registered owner of an aggregate of fewer than 100 Shares,
all of which are being tendered; or |
| § | is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), Shares with respect to which it is the record holder, and (b) believes, based upon representations
made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 Shares and is tendering
all of the Shares. |
GUARANTEE OF DELIVERY
(Not to be used for signature
guarantee)
The undersigned,
a financial institution that is a participant in good standing in the Securities Transfer Agent Medallion Program, or any other “eligible
guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (such institution,
an “Eligible Institution”), hereby guarantees to deliver to the Depositary either the certificates representing the Shares
tendered hereby, in proper form for transfer, or to deliver Shares pursuant to the procedure for book-entry transfer into the Depositary’s
account at The Depository Trust Company, in any such case together with a properly completed and duly executed Letter of Transmittal,
with any required signature guarantees or an Agent’s Message (as defined in the Offer to Purchase), and any other documents required
by the Letter of Transmittal, all within two trading days after the date hereof.
The Eligible
Institution that completes this form must communicate the guarantee to the Depositary and must deliver the properly completed and duly
executed Letter of Transmittal or an Agent’s Message and certificates for Shares to the Depositary within the time period shown
herein. Failure to do so could result in a financial loss to such Eligible Institution. In addition, the Depositary will not release payment
in respect of such Shares in the event the Eligible Institution fails to deliver such Shares pursuant hereto.
Name(s) of Firm: _________________________________________________________________________________
Address(es):____________________________________________________________________________________
_________________________________________________________________________________________
(Include Zip Code)
Area Code and
Telephone Number:___________________________________________________________________
X ____________________________________________________________________________________________
Authorized Signature
Name:_________________________________________________________________________________________
(Please Type or Print)
Title:_________________________________________________________________________________________
Dated:________________________________________________________________________________________
| NOTE: | DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL |
4
Exhibit (a)(1)(D)
OFFER BY
California
First Leasing Corporation
TO PURCHASE FOR CASH
UP TO 200,000 SHARES
OF ITS COMMON STOCK AT A
PURCHASE PRICE OF $16.50 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00
PM, NEW YORK CITY TIME,
ON DECEMBER 4, 2023, UNLESS THE OFFER IS EXTENDED.
October 23, 2023
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by California First Leasing
Corporation, a California corporation (the “Company), to act as Information Agent in connection with the Company’s offer to
purchase up to 200,000 shares of its common stock, par value $0.10 per share (the “Shares”), at a price of $16.50 per Share,
net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set
forth in the Company’s Offer to Purchase, dated October 23, 2023 (the “Offer to Purchase”), and the related Letter of
Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”).
Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name
of your nominee.
Enclosed with this letter are copies of the following
documents:
1. Offer
to Purchase, dated October 23, 2023;
2. Letter
of Transmittal for your use in accepting the Offer and tendering Shares of, and for the information of, your clients;
3. A form
of letter that may be sent to your clients for whose account you hold Shares registered in your name or in the name of a nominee, with
an Instruction Form provided for obtaining your clients’ instructions with regard to the Offer;
4. Notice
of Guaranteed Delivery with respect to Shares, to be used to accept the Offer in the event you are unable to deliver the Share certificates,
together with all other required documents, to the Depositary before the Expiration Time, or if the procedure for book-entry transfer
cannot be completed before the Expiration Time; and
5. Return
envelope addressed to Computershare LLC, as the Depositary.
Certain conditions to the Offer are described
in Section 6 of the Offer to Purchase.
We urge you to contact your clients as promptly
as possible. Please note that the tender offer and withdrawal rights will expire at 5:00 p.m., New York City time, on Monday, December
4, 2023, unless the Offer is extended.
Under no circumstances will interest be paid
on the purchase price for the Shares regardless of any extension of, or amendment to, the Offer or any delay in paying for the Shares.
The Company will not pay any fees or commissions
to any broker or dealer or other person (other than the Information Agent and the Depositary, as described in the Offer to Purchase) in
connection with the solicitation of tenders of Shares pursuant to the Offer. However, the Company will, on request, reimburse you for
reasonable and customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients.
The Company will pay, or cause to be paid, any stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except
as otherwise provided in the Offer to Purchase and Letter of Transmittal (see Instruction 6 of the Letter of Transmittal).
Questions and requests for additional copies of
the enclosed materials may be directed to us at our address and telephone number set forth on the back cover of the Offer to Purchase.
| |
Very truly yours, |
| |
|
| |
GEORGESON |
Nothing contained in this letter or in the enclosed documents shall
render you or any other person the agent of the Company, the Depositary, the Information Agent or any affiliate of any of them, or authorize
you or any other person to give any information or use any document or make any statement (other than the enclosed documents and the statements
contained therein) on behalf of any of them with respect to the Offer.
Exhibit (a)(1)(E)
OFFER BY
California
First Leasing Corporation
TO PURCHASE FOR CASH
UP TO 200,000 SHARES
OF ITS COMMON STOCK AT A
PURCHASE PRICE OF $16.50 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00
PM, NEW YORK CITY TIME,
ON DECEMBER 4, 2023, UNLESS THE OFFER IS EXTENDED.
October 23, 2023
To Our Clients:
Enclosed for your consideration is an Offer to
Purchase dated October 23, 2023 (the “Offer to Purchase”) relating to the offer by California First Leasing Corporation, a
California corporation (the “Company”) to purchase for cash up to 200,000 shares of its common stock, par value $0.01 per
share (the ‘‘Shares’’), upon the terms and subject to the conditions set forth in the Offer to Purchase and the
related Letter of Transmittal also enclosed herewith (collectively the ‘‘Sale Documents’’ and which together comprise
the “Offer”). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Offer to Purchase.
WE (OR OUR NOMINEES) ARE THE HOLDER OF RECORD
OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES INTO THE OFFER CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT
TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. HOWEVER, THE LETTER OF TRANSMITTAL
INCLUDES IMPORTANT PROVISIONS THAT YOU WILL BE DEEMED TO HAVE AGREED TO IN CONNECTION WITH YOUR ACCEPTANCE OF PAYMENT FOR SHARES PURSUANT
TO THE OFFER. THEREFORE, YOU ARE URGED TO REVIEW THE LETTER OF TRANSMITTAL AND THE OTHER DOCUMENTS ENCLOSED HEREWITH WITH YOUR LEGAL,
TAX, ACCOUNTING, FINANCIAL AND OTHER ADVISORS CAREFULLY AND IN THEIR ENTIRETY PRIOR TO INSTRUCTING US TO TENDER YOUR SHARES INTO THE OFFER.
We request instructions as to whether you wish
to tender any or all of the Shares held by us for your account according to the terms and conditions set forth in the Offer to Purchase
and the Letter of Transmittal.
Your attention is directed to the following:
| 1. | The purchase price offered by the Company is $16.50 per Share, net to the seller in cash and without interest (the “Offer
Price”). |
| 2. | The Offer is being made for up to 200,000 Shares. |
| 3. | THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 4, 2023 (THE ‘‘EXPIRATION TIME),
UNLESS EXTENDED BY THE COMPANY. |
| 4. | The Offer is subject to certain conditions, which are described in the Offer to Purchase. In the event any of the conditions are not
satisfied or waived by the Company, the Company will not be obligated to purchase your Shares. |
| 5. | No brokerage fees or commissions will be payable to the Company in connection with the Offer. However, brokers and other nominees
who tender Share pursuant to your instructions may charge you a fee for doing so. |
| 6. | Any stock transfer taxes applicable to the sale of Shares to the Company in the Offer will be paid by the Company, except as otherwise
provided in the Offer to Purchase. |
| 7. | The Letter of Transmittal includes certain representations, warranties and covenants that you will be deemed to have agreed to in
the event you accept payment for your Shares pursuant to the Offer. You should review the Letter of Transmittal and the other documents
enclosed herewith carefully and discuss them with your legal, tax, accounting, financial and other advisors prior to instructing us to
tender your Shares into the Offer. |
If you wish to have us tender any or all of the
Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form
on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares,
all such Shares will be tendered unless otherwise specified on the detachable part hereof. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US
IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION DATE.
Neither the Company nor its Board of Directors
is making any recommendation to any shareholders as to whether to tender or not tender Shares in the Offer. Each shareholder is urged
to read the Sale Documents carefully with his, her or its legal, financial, tax and other advisors in evaluating the Offer. No person
has been authorized to make any recommendations in connection with the Offer or to give any information other than the materials enclosed
herewith and the statements specifically set forth in such materials.
Payment for Shares accepted for payment in the
Offer will be made only after timely receipt by Computershare Inc. (the ‘‘Depositary’’) of (a) original
stock certificates representing the Shares (or a timely book-entry confirmation), (b) a properly completed and duly executed Letter of
Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer effected pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, an Agent’s Message (as defined in the Letter of Transmittal) in lieu of a Letter of
Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering shareholders may be paid at different
times depending upon when Share certificates or book-entry confirmations with respect to Shares are actually received by the Depositary.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE COMPANY, REGARDLESS OF ANY EXTENSION
OF THE OFFER OR ANY DELAY IN MAKING PAYMENT.
The Offer is not being made to (nor will tenders
be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction or any administrative or judicial action pursuant thereto. However, the Company
may take such action as it deems necessary to make the Offer in any jurisdiction and extend the Offer to holders of such Shares in such
jurisdiction.
INSTRUCTION FORM
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
BY
California
First Leasing Corporation
FOR UP TO 200,000 SHARES
OF ITS COMMON STOCK AT A
PURCHASE PRICE OF $16.50 PER SHARE
The undersigned acknowledge(s) receipt of
your letter and the enclosed Offer to Purchase, dated October 23, 2022, and the related Letter of Transmittal relating to the shares
of common stock, par value $0.01 per share (the ‘‘Shares’’) which is also enclosed, of California
First Leasing Corporation, a California corporation (the ‘‘Company’’). The undersigned acknowledges
and agrees that he, she or it has carefully reviewed such Offer to Purchase and Letter of Transmittal and that he, she or it hereby
agrees to all of the terms set forth therein, including without limitation those provisions under the headings
“Representations, Warranties and Covenants of the Undersigned Shareholder” in the Letter of Transmittal.
This will instruct you to tender the number of
Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon
the terms and subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal. The method of delivery of
this document is at the election and risk of the undersigned. If delivery is by mail, then registered mail with return receipt requested,
properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
Number of Shares to be Tendered*:_______________________________________________________________
Account Number:_____________________________________________________________________________
X__________________________________________________________________________________________
Signature(s)
Dated:
Name(s):____________________________________________________________________________________
(Please Type or Print)
Address(es):__________________________________________________________________________________
____________________________________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s):___________________________________________________________
Taxpayer Identification or Social Security Number(s):________________________________________________
| * | Unless otherwise indicated, it will be assumed that you instruct
us to tender all Shares held by us for your account. |
PLEASE RETURN THIS FORM TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT
USING THE ENCLOSED ENVELOPE, NOT TO THE DEPOSITARY, INFORMATION AGENT, OR THE COMPANY.
-3-
Exhibit (a)(1)(F)
| |
 |
|
California First Leasing Corporation |
|
CONTACT: S. Leslie Jewett
(949) 255-0500
ljewett@calfirstlease.com |
CALIFORNIA FIRST LEASING CORPORATION COMMENCES
TENDER OFFER FOR UP TO 200,000 SHARES
NEWPORT
BEACH, CALIFORNIA, October 23, 2023 -- California First Leasing Corporation (the “Company” or “CalFirst Leasing”,
OTCQX: CFNB) today announced the commencement of a tender offer, approved by its Board of Directors, to repurchase up to 200,000 shares
of its common stock, or approximately 2.1% of its outstanding shares. CalFirst Leasing shareholders will be given the opportunity to tender
part or all of their shares to the Company at a price of $16.50 per share. On October 20, 2023, the last trading day before the offer
commenced, the reported last sale price of the common stock was $16.50 per share. The tender offer commenced today and is expected to
expire, unless extended, at 5:00 p.m, New York City time, on December
4, 2023.
Patrick Paddon, Chief Executive Officer, noted,
“The tender offer represents a mechanism for shareholders (particularly those who, because of the size of their position, might
not be able to sell their shares within the limited trading volume for our common stock) to tender all or a portion of their shares and
receive a return of some or all of their investment if they so elect. The tender offer also provides shareholders an efficient way to
sell their shares without incurring broker’s fees or commissions associated with open market sales. Accordingly, a repurchase of
shares of common stock represents a prudent use of our available cash and an effective means to provide value to shareholders.”
Tenders of the Company’s common stock must
be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. All
shares accepted in the tender offer will be purchased at the same price of $16.50 per share. If the total number of shares tendered exceeds
the number of shares the Company has offered to repurchase, the Company will repurchase shares from shareholders on a pro rata basis (subject
to priority for odd lot holders). Subject to certain limitations and legal requirements, in the event that more than 200,000 shares are
tendered pursuant to the offer, the Company reserves the right to purchase up to an additional 2% of our outstanding common stock, or
additional 194,069 shares, without extending the offer.
Neither CalFirst Leasing, its Board of Directors,
the depositary or the information agent is making any recommendation to shareholders as to whether to tender or refrain from tendering
their shares. The information agent for the tender offer is Georgeson LLC and the depositary is Computershare
Trust Company, N.A.
This announcement is for informational purposes
only and does not constitute an offer to purchase nor a solicitation of an offer to sell shares of CalFirst Lease common stock. The solicitation
of offers to buy shares of CalFirst Lease common stock will only be made pursuant to the offer to purchase dated October 23, 2023 (as
may be amended or supplemented), the related letter of transmittal, and other related documents that CalFirst Lease is sending to its
shareholders. The tender offer materials contain important information that should be read carefully before any decision is made with
respect to the tender offer. Those materials will be distributed by CalFirst Lease to its shareholders at no expense to them. In addition,
all of the materials (and other tender offer documents filed with the Securities and Exchange Commission (the “SEC”) will
be available at no charge on the SEC’s website at www.sec.gov and from the information agent.
California First Leasing Corporation registered
as an internally managed non-diversified closed-end investment company under the Investment Company Act of 1940, as amended, in February
2022. The Company continues its lease business while using equity and other investments to maximize current income and generate capital
appreciation.
This press release contains forward-looking statements,
such as references to commencement, expiration and completion of the tender offer and the payment for shares related thereto. These statements,
including their underlying assumptions, are subject to risk and uncertainties and are not guarantees of future performance. Results may
differ due to various factors, such as the possibility that shareholders may not tender their shares in the tender offer, or the possibility
that other conditions to completion of the tender offer are not satisfied. For further details of these risks, you should read our filings
with the SEC, including our Schedule TO and the documents referred to therein.
The statements presented in this press release
speak only as of the date of the release. Except as otherwise required by applicable law, the Company does not undertake any obligation
to publicly update its forward-looking statements based on events or circumstances after the date hereof.
5000 Birch Street, Suite 500, Newport
Beach, California 92660
Phone: 800-496-4640 949-255-0500 www.calfirstlease.com
Exhibit 107
Calculation of Filing Fee Table
Table 1: Transaction Valuation
| | |
Transaction
Valuation(1) | | |
Fee
Rate | | |
Amount of
Filing Fee(2) | |
| | |
| | |
| | |
| |
| Fees to Be Paid | |
$ | 3,300,000 | | |
$ | 0.00014760 | | |
$ | 487.08 | |
| Fees Previously Paid | |
| — | | |
| | | |
| — | |
| Total Transaction Valuation | |
$ | 3,300,000 | | |
| | | |
| | |
| Total Fees Due for Filing | |
| | | |
| | | |
$ | 487.08 | |
| Total Fees Previously Paid | |
| | | |
| | | |
| — | |
| Total Fee Offsets | |
| | | |
| | | |
| — | |
| Net Fee Due | |
| | | |
| | | |
$ | 487.08 | |
| (1) |
Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to 200,000 shares of common stock at the tender offer price of $16.50 per share. |
| (2) |
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $147.60 per each million dollar of the transaction valuation. |
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