Dtf Tax-Free Income 2028 Term Fund Inc SC TO-I/A, filed Jan 11, 2021
Dtf Tax-Free Income 2028 Term Fund Inc (DTF)
As filed with the Securities and Exchange Commission on January 11, 2020
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
AMENDMENT NO. 2
DTF Tax-Free Income Inc.
(Name of Subject Company (issuer))
DTF Tax-Free Income Inc.
(Name of Filing Person (offeror))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
23334J107
(CUSIP Number of Class of Securities)
WILLIAM J. RENAHAN
VICE PRESIDENT CHIEF COMPLIANCE OFFICER
200 SOUTH WACKER DRIVE, SUITE 500
CHICAGO, IL 60606
(800) 338-8214
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Lawrence R. Hamilton
Edward S. Best
Mayer Brown LLP
71 South Wacker Drive
Chicago, IL 60606
(312) 782-0600
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee |
| $23,409,972(a) | $2,554.09(b) |
| (a) | Calculated as aggregate maximum purchase price to be paid for 1,491,119 shares in the offer, based upon price of $15.70 (98% of the net asset value per share of $16.02 on November 30, 2020). |
| (b) | Calculated at $109.10 per $1,000,000 of the Transaction Valuation. |
| [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: | $2,554.09 | Filing Party: | DTF Tax-Free Income Inc. |
| Form or Registration No.: | Schedule TO | Date Filed: | December 8, 2020 |
| [ ] | 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 this statement relates:
| [ ] | third party tender offer subject to Rule 14d-1 | |
| [X] | issuer tender offer subject to Rule 13e-4 | |
| [ ] | going-private transaction subject to Rule 13e-3 | |
| [ ] | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. [X]
ITEMS 1 THROUGH 9 AND ITEM 11
This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Statement”) initially filed by DTF Tax-Free Income Inc., a Maryland corporation (the “Fund”), on December 8, 2020, relating to the Fund’s offer to purchase for cash up to 17.5% of its issued and outstanding shares of common stock, par value $0.01 per share, at a price per share equal to 98% of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange (“NYSE”) on January 8, 2021 (or if the Offer is extended, on the next trading day after the day to which the Offer is extended), upon the terms and subject to the conditions contained in the Offer to Purchase, dated December 8, 2020 and the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Statement filed on December 8, 2020.
Filed herewith as Exhibit (a)(5)(iii) and incorporated by reference is a copy of the press release issued by the Fund dated January 11, 2021, announcing the final results of its Offer.
ITEM 10. FINANCIAL STATEMENTS
(a) The information in the Offer to Purchase in Section 9 (“Selected Financial Information”) is incorporated herein by reference.
(b) Not applicable.
This is the Amendment No. 2 to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
1. The Offer expired at 11:59 p.m., New York City time, on January 7, 2021.
2. Approximately 4,335,961 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. Because the Offer was oversubscribed, the Fund expects to purchase a pro rata portion of Shares tendered by each stockholder.
3. The Shares will be repurchased at a price of $15.77 per share, 98% of the Fund’s NAV per Share as of 4:00 P.M., New York City time, on January 8, 2021.
Except as specifically provided herein, the information contained in the Statement, as amended, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Letter of Transmittal.
ITEM 12. EXHIBITS
|
EXHIBIT NO. |
DESCRIPTION |
| (a)(5)(iii) | Press release issued on January 11, 2021 |
2
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.
| DTF TAX-FREE INCOME INC. | |||
| By: |
/s/ Nathan I. Partain |
||
| Name: | Nathan I. Partain | ||
| Title: | President and Chief Executive Officer | ||
Dated: January 11, 2021
3
EXHIBIT INDEX
|
EXHIBIT NO. |
DESCRIPTION |
| (a)(1)(i) | Offer to Purchase, dated December 8, 2020.(1) |
| (a)(1)(ii) | Form of Letter of Transmittal.(1) |
| (a)(1)(iii) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.(1) |
| (a)(1)(iv) | Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.(1) |
| (a)(1)(v) | Form of Letter to Stockholders.(1) |
| (a)(2) | None. |
| (a)(3) | Not Applicable. |
| (a)(4) | Not Applicable. |
| (a)(5)(i) | Press Release issued on December 8, 2020.(1) |
| (a)(5)(ii) | Press Release issued on January 8, 2021.(2) |
| (a)(5)(iii) | Press Release issued on January 11, 2021 (filed herewith). |
| (b) | None. |
| (d) | None. |
| (e) | None. |
| (g) | None. |
| (h) | None. |
| (1) | Previously filed on Schedule TO-I via EDGAR on December 8, 2020. |
| (2) | Previously filed on Amendment No. 1 to Schedule TO-I via EDGAR on January 8, 2021. |
4
Exhibit (a)(5)(iii)
For Immediate Release
DTF TAX-FREE INCOME INC.
Announces Final Results of Issuer Tender Offer for Common Stock
CHICAGO, January 11, 2021 – DTF Tax-Free Income Inc. (NYSE: DTF) (the “Fund”), a closed-end fund advised by Duff & Phelps Investment Management Co. (the “Adviser”), announced today the final results for its issuer tender offer (the “Offer”) for up to 17.5% of the outstanding shares of common stock, par value $0.01 per share (“Shares”) of the Fund at a price equal to 98% of the Fund’s net asset value per Share (“NAV”) as determined as of the close of the regular trading session of the New York Stock Exchange on January 8, 2021. The Fund’s offer expired on Thursday, January 7, 2021 at 11:59 p.m., New York City time.
Based on current information, approximately 4,335,961 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeds 1,491,119 Shares, the Offer is oversubscribed. Therefore, in accordance with the terms and conditions specified in the Offer, as described in the Offer to Purchase, dated December 8. 2020, and the related letter of transmittal, the Fund will purchase Shares from all tendering stockholders on a pro rata basis, disregarding fractions. The proration factor for the Offer is 34.389423%. Payment for such Shares will be made on or about January 11, 2021. The purchase price per share of properly tendered Shares is $15.77 per Share, equal to 98% of the NAV as of the close of the regular trading session of the New York Stock Exchange on January 8, 2021. Shares that were not tendered will remain outstanding.
Any questions about the Offer can be directed to AST Fund Solutions, LLC, the information agent for the Offer, at (888) 628-1041.
About the Fund
DTF Tax-Free Income Inc. is a closed-end, diversified management investment company whose investment objective is current income exempt from regular federal income tax consistent with preservation of capital. The Fund seeks to achieve its investment objective by investing in a diversified portfolio of investment-grade tax-exempt obligations.
About the Adviser
The Adviser has more than 40 years of experience managing investment portfolios, including institutional separate accounts and open- and closed-end funds investing in utilities, infrastructure and real estate investment trusts (REITs).
The Adviser is a subsidiary of Virtus Investment Partners (NASDAQ: VRTS), a multi-boutique asset manager with approximately $116.5 billion under management as of September 30, 2020. Virtus provides investment management products and services to individuals and institutions through a multi-manager asset management business, comprising a number of individual affiliated managers, each with a distinct investment style, autonomous investment process and individual brand.
Other Important Information
This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Fund’s current plans and expectations, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and uncertainties are contained in the Fund’s filings with the SEC.
Data and commentary provided in this press release are for informational purposes only.
For more information about the Fund, please call the Fund’s toll free number at (800) 338-8214 or consult the Fund’s website at www.dpimc.com/dtf. The information contained on the Fund’s website is not part of this press release.
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| Source: | DTF Tax-Free Income Inc. |
| Contacts: | Dianna P. Wengler or Timothy P. Riordan, (833) 604-3163 |