Saba Capital Income & Opportunities Fund SC TO-I/A, filed Jul 22, 2021
Saba Capital Income & Opportunities Fund (BRW)
As filed with the Securities and Exchange Commission on July 22, 2021
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934)
Saba Capital Income & Opportunities Fund
(Name of Issuer)
Saba Capital Income & Opportunities Fund
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, no par value
(Title of Class of Securities)
78518H103
(CUSIP Number of Class of Securities)
Michael D’Angelo
Saba Capital Income & Opportunities Fund
405 Lexington Avenue, 58th Floor
New York, New York 10174
(212) 542-4644
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))
Copies to:
|
John J. Mahon, Esq. |
|
|
F. Xavier Kowalski, Esq. Schulte Roth & Zabel LLP |
|
| 901 Fifteenth Street, NW, Suite 800 | |
| Washington, DC 20005 | |
| (202) 729-7477 |
CALCULATION OF FILING FEE
| Transaction Value | Amount of Filing Fee | |
| $178,623,166.26 (a) | $19,487.79 (b) |
| (a) | Estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to purchase up to 36,453,707 common shares in the offer (30% of the issued and outstanding common shares as of June 15, 2021) based upon a price of $4.90 (99% of the net asset value per share on June 15, 2021). |
| (b) | Calculated at $109.10 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended. |
| [X] | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: $19,487.79 |
Filing Party: Saba Capital Income & Opportunities Fund |
| Form or Registration No.: SC-TO-I (005-39691) | Date Filed: June 21, 2021 |
| [ ] | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| [ ] | third party tender offer subject to Rule 14d-1 |
| [X] | issuer tender offer subject to Rule 13e-4 |
| [ ] | going-private transaction subject to Rule 13e-3 |
| [ ] | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]
EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Issuer Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on June 21, 2021 (the “Schedule TO”) by Saba Capital Income & Opportunities Fund, a Massachusetts business trust (the “Trust”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offer by the Trust (the “Offer”) to repurchase 30% of its issued and outstanding common shares of beneficial interest, no par value (the “Shares”), in exchange for cash at a price equal to 99% of the net asset value per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the Shares are traded, on the day the Offer expired, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 21, 2021 (the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”).
This Amendment No. 2 is the final amendment to the Schedule TO and is being filed to report the results of the Offer. Capitalized terms not otherwise defined have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4) of the Exchange Act:
| 1. | The Offer expired at one minute past 11:59 p.m. Eastern Time on July 19, 2021. |
| 2. | 75,266,484 Shares of the Trust were validly tendered and not withdrawn prior to the expiration of the Offer, and 36,453,372 Shares were accepted for repurchase by the Trust in accordance with the terms of the Offer. |
| 3. | The Shares were repurchased at a price of $4.851, 99% of the Trust’s net asset value per Share as of 4:00 p.m., New York City Time, on July 19, 2021. |
Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO, the Offer to Purchase or the Letter of Transmittal.
The information contained in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 2 in answer to Items 1 through 9 and Item 11 of the Schedule TO.
| Item 10. | Financial Statements |
Not applicable.
| Item 12. | Exhibits |
| Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit: |
| (a)(5)(iii) | Press release issued on July 22, 2021* |
| * | Filed herewith. |
| Item 13. | Information Required By Schedule 13E-3 |
Not Applicable.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Saba Capital Income & Opportunities Fund | ||||
| By: | /s/ Michael D’Angelo | |||
| Name: | Michael D’Angelo | |||
| Title: | Secretary | |||
| Dated: | July 22, 2021 | |||
2
Exhibit Index
| (a)(5)(iii) | Press release issued on July 22, 2021. |
3
Saba Capital Income & Opportunities Fund Announces
Final Results of Tender Offer
NEW YORK, N.Y., July 22, 2021— Saba Capital Income & Opportunities Fund (NYSE: BRW) (the “Fund”) today announced the final results of the Fund’s tender offer (the “Tender Offer”) for up to 30% of its outstanding common shares (the “Shares”). The Tender Offer, which expired at one minute past 11:59 p.m. Eastern Time on July 19, 2021, was oversubscribed.
Therefore, in accordance with the terms and conditions of the Tender Offer, the Fund will purchase Shares from all tendering shareholders on a pro rata basis, after disregarding fractions, based on the number of Shares properly tendered (“Pro-Ration Factor”). The final results of the Tender Offer are provided in the table below.
| Number
of Shares Tendered |
Number
of Tendered Shares to be Purchased |
Pro-Ration Factor |
Purchase Price* | |||
| 75,266,484 | 36,453,372 | 48.433% | $4.851 |
| * | Equal to 99% of the Fund’s net asset value per Share as determined as of the close of the regular trading session of the New York Stock Exchange on July 19, 2021 (the day on which the Tender Offer expired). |
Questions regarding the Tender Offer may be directed to Innisfree M&A Incorporated, the Information Agent for the Tender Offer, toll free at:
Shareholders may call toll free: (877) 825-8964
Banks and Brokers may call collect: (212) 750-5833
Important Notice
This press release is for informational purposes only and shall not constitute a recommendation or an offer or a solicitation to buy any common shares. The offer to purchase Fund common shares is being made pursuant to an offer on Schedule TO. Common shareholders may obtain a free copy of the offer to purchase and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Fund.
About Saba Capital Income & Opportunities Fund
Saba Capital Income & Opportunities Fund is a publicly-traded registered closed-end management investment company with an investment objective to provide investors with a high level of current income, with a secondary goal of capital appreciation. The Fund’s common shares trade on the New York Stock Exchange under the ticker symbol “BRW”. The Fund is managed by Saba Capital Management, L.P.
Contacts
Investors
Leah Jordan
Investor Relations
Leah.Jordan@sabacapital.com
212-542-4644