Eaton Vance Senior Floating-Rate Trust SC TO-I/A, filed May 26, 2026
Eaton Vance Senior Floating-Rate Trust (EFR)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2026
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. 1)
Eaton
Vance Senior Floating-Rate Trust
(Name of Subject Company (Issuer))
Eaton
Vance Senior Floating-Rate Trust
(Name of Filing Person (Issuer))
Auction Preferred Shares Series A, B, C, and D
Par Value $.01 Per Share
(Title of Class of Securities)
Series A - 27828Q204
Series B - 27828Q303
Series C - 27828Q402
Series D - 27828Q501
(CUSIP Number of Class of Securities)
Deidre E. Walsh
Eaton Vance Management
One Post Office Square
Boston, Massachusetts 02109
(617) 672-8305
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
| ☐ | 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. ☐
Items 1 through 9 and Item 11.
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Eaton Vance Senior Floating-Rate Trust, a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company (the “Fund”). Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of all of its outstanding preferred shares of beneficial interest, par value $0.01 per share and a liquidation preference of $25,000 per share, designated Auction Preferred Shares, Series A, B, C, and D (the “Preferred Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated April 30, 2026 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with any amendments or supplements thereto, collectively constitute the “Offer”), copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
The price to be paid for the Preferred Shares is an amount per share, net to the seller in cash, equal to 98% of the liquidation preference of $25,000 per share (or $24,500 per share), plus any unpaid dividends accrued prior to the expiration date of the Offer, less any applicable withholding taxes and without interest. The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.
The purpose of this Amendment No. 1 is to amend and supplement the Schedule TO to indicate that, on May 26, 2026, the Fund issued a press release regarding the upcoming expiration of the Offer on May 29, 2026, as previously disclosed. Only those items amended are reported in this Amendment No. 1. The information set forth in Schedule TO is incorporated herein by reference, except that such information is hereby amended and supplemented to the extent amended and supplemented by the information provided herein and the exhibit filed herewith.
You should read this Amendment No. 1 together with Schedule TO, and all exhibits attached thereto, including the Offer to Purchase and the Letter of Transmittal, as each may have been amended or supplemented from time to time.
Item 11.
Item 11 is hereby amended and supplemented by adding at the end thereof the following text: “On May 26, 2026, the Fund issued a press release regarding the upcoming expiration of the Offer. A copy of the press release is filed as Exhibit (a)(5)(iii) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of Schedule TO is hereby amended and supplemented to add the following exhibit:
| (a)(5)(iii) | Press Release issued on May 26, 2026. |
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 forth in this statement is true, complete and correct.
| Eaton Vance Senior Floating-Rate Trust | ||
| By: | /s/ Kenneth A. Topping | |
| Name: | Kenneth A. Topping | |
| Title: | President | |
| Dated as of May 26, 2026 | ||
Exhibit Index
| Exhibit No. | Document |
| (a)(5)(iii) | Press Release issued on May 26, 2026. |
EXHIBIT (a)(5)(iii)
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Investor Contact: (800) 262-1122
FOR IMMEDIATE RELEASE
Eaton Vance Limited Duration Income Fund,
Eaton Vance Senior Floating-Rate Trust, and Eaton Vance Senior Income Trust
Announce Upcoming Expiration of Auction Preferred Shares Tender Offers
BOSTON, MA, May 26, 2026 — As previously disclosed, each of Eaton Vance Limited Duration Income Fund (NYSE American: EVV), Eaton Vance Senior Floating-Rate Trust (NYSE: EFR), and Eaton Vance Senior Income Trust (NYSE: EVF) (each a “Fund,” and together, the “Funds”) commenced a voluntary tender offer (each, a “Tender Offer” and together, the “Tender Offers”) for up to 100% of such Fund’s outstanding auction preferred shares (“APS”) on April 30, 2026. The Tender Offers are intended to expire at 5:00 p.m. New York City Time on May 29, 2026.
For all questions relating to the Tender Offers, please call the information agent, EQ Fund Solutions, LLC, toll free at (877) 732-3614. Holders of the APS may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the applicable Tender Offer.
This announcement is not a recommendation, an offer to purchase, or a solicitation of an offer to sell APS of any Fund. Each Tender Offer is being made only by an offer to purchase, a related letter of transmittal, and other documents filed with the U.S. Securities and Exchange Commission (“SEC”) as exhibits to a tender offer statement on Schedule TO, with all such documents available on the SEC’s website at www.sec.gov. Each Fund’s Tender Offer documents, including the offer to purchase and the letter of transmittal, are also made available to holders of the APS without charge. Holders of the APS should read these documents carefully, as they contain important information about the Tender Offers.
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About the Funds
Shares of closed-end funds often trade at a discount from their net asset value. The market price of each Fund’s shares may vary from net asset value based on factors affecting the supply and demand for shares, such as Fund distribution rates relative to similar investments, investors’ expectations for future distribution changes, the clarity of each Fund’s investment strategy and future return expectations, and investors’ confidence in the underlying markets in which each Fund invests. Fund shares are subject to investment risk, including possible loss of principal invested. The Funds are not a complete investment program and you may lose money investing in the Funds. An investment in a Fund may not be appropriate for all investors. Before investing, prospective investors should consider carefully each Fund’s investment objective, risks, charges and expenses.
Eaton Vance is part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley.
About Morgan Stanley Investment Management
Morgan Stanley Investment Management, together with its investment advisory affiliates, has more than 1,300 investment professionals around the world and $1.9 trillion in assets under management or supervision as of March 31, 2026. Morgan Stanley Investment Management strives to provide outstanding long-term investment performance, service, and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide. For further information about Morgan Stanley Investment Management, please visit www.morganstanley.com/im.
About Morgan Stanley
Morgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services. With offices in 42 countries, the Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals. For more information about Morgan Stanley, please visit www.morganstanley.com.
This press release is for informational purposes only and is not intended to, and does not, constitute an offer to purchase or sell shares of the Funds. Additional information about the Funds, including performance and portfolio characteristic information, is available at eatonvance.com.
Statements in this press release that are not historical facts are “forward-looking statements” as defined by the U.S. securities laws. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to uncertainties and other factors which are, in some cases, beyond a Fund’s control and could cause actual results to differ materially from those set forth in the forward-looking statements. All forward-looking statements are as of the date of this release only; each Fund undertakes no obligation to update or review any forward-looking statements.
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