Saba Capital Income & Opportunities Fund SC TO-I/A, filed Jan 5, 2021
Saba Capital Income & Opportunities Fund (BRW)
As filed with the Securities and Exchange Commission on January 4, 2021
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934)
Voya Prime Rate Trust
(Name of Issuer)
Voya Prime Rate Trust
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, no par value
(Title of Class of Securities)
92913A100
(CUSIP Number of Class of Securities)
Huey P. Falgout, Jr., Esq.
Voya Prime Rate Trust
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
1-800-992-0180
(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 | |
| $103,783,215.12(a) | $11,322.75(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 21,576,552 common shares in the offer (15% of the issued and outstanding common shares as of December 1, 2020) based upon a price of $4.81 (99% of the net asset value per share on December 1, 2020). |
| (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. |
| ☒ | 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: $11,322.75 | Filing Party: Voya Prime Rate Trust | |
| Form or Registration No.: SC-TO-I (005-39691) | Date Filed: December 3, 2020 |
| ☐ | 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 |
| ☒ | 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: ☐
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Issuer Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on December 3, 2020 (the “Schedule TO”) by Voya Prime Rate Trust, 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 15% 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 December 3, 2020 (the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”).
This Amendment No. 1 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.
The information set forth in the Offer to Purchase and the related 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. 1 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)(ii) |
Press release issued on January 4, 2021* |
| * | Filed herewith. |
Item 13. Information Required By Schedule 13E-3
Not Applicable.
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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.
| Voya Prime Rate Trust | ||||
| By: | /s/ Paul Caldarelli | |||
| Name: | Paul Caldarelli | |||
| Title: | Assistant Secretary | |||
| Dated: | January 4, 2021 | |||
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Exhibit Index
| (a)(5)(ii) |
Press release issued on January 4, 2021. |
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Exhibit (a)(5)(ii)
Voya Prime Rate Trust Announces Expiration and Preliminary Results of Tender Offer
SCOTTSDALE, Ariz., January 4, 2021—Voya Prime Rate Trust (NYSE: PPR) (the “Fund”), today announced the expiration and preliminary results of the Fund’s tender offer (the “Tender Offer”) for up to 15% of its outstanding common shares (the “Shares”), or 21,576,552 Shares. The Tender Offer commenced on December 3, 2020 and expired at 5:00 p.m. Eastern Time on January 4, 2021.
Based on preliminary information, approximately 88,416,006 Shares were properly tendered. Because the Tender Offer was oversubscribed, the relative number of Shares that will be purchased from each shareholder will be prorated based on the number of Shares properly tendered. The purchase price of the properly tendered and accepted Shares will be 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 January 4, 2021, the day the Tender Offer expired. The Fund expects to announce the final results of the Tender Offer on or about January 6, 2021.
Questions regarding the Tender Offer may be directed to Georgeson LLC, the Information Agent for the Tender Offer, toll free at (877) 278-4775.
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 Shares. The offer to purchase Shares was made only 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 Voya® Investment Management
A leading, active asset management firm, Voya Investment Management manages, as of September 30, 2020, over $238 billion for affiliated and external institutions as well as individual investors. With more than 40 years of history in asset management, Voya Investment Management has the experience and resources to provide clients with investment solutions with an emphasis on equities, fixed income, and multi-asset strategies and solutions. Voya Investment Management was named in 2015, 2016, 2017, 2018 and 2019 as a “Best Places to Work” by Pensions and Investments magazine. For more information, visit voyainvestments.com. Follow Voya Investment Management on Twitter @VoyaInvestments.
SHAREHOLDER INQUIRIES: Shareholder Services at (800) 992-0180;
voyainvestments.com
CONTACT: Kris Kagel, (800) 992-0180
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