Eaton Vance Senior Floating-Rate Trust SC TO-C, filed Apr 17, 2026
Eaton Vance Senior Floating-Rate Trust (EFR)
As filed with the Securities and Exchange Commission on April 17, 2026
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
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 $0.01 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
(617) 672-8305
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
| ☒ | 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. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Items 1-11.
Not Applicable.
Item 12. Exhibits.
| Exhibit No. | Document |
| 99.1(a) | Press release issued by the Issuer dated April 17, 2026 |
Item 13.
Not Applicable.
Exhibit 99.1(a)
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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 Tender Offers for Outstanding Auction Preferred Shares
BOSTON, MA, April 17, 2026 — Eaton Vance Limited Duration Income Fund (NYSE: EVV), Eaton Vance Senior Floating-Rate Trust (NYSE: EFR), and Eaton Vance Senior Income Trust (NYSE: EVF) (each a “Fund,” and together, the “Funds”) announced that the Board of Trustees of each Fund has authorized each Fund to conduct a voluntary tender offer for up to 100% of its outstanding auction preferred shares (“APS”) at a price per share equal to 98% of the APS liquidation preference of $25,000 per share (or $24,500 per share), plus any unpaid APS dividends accrued through the expiration date of the tender offer. Each Fund’s tender offer is expected to commence on or about April 30, 2026 and terminate on or about May 29, 2026, unless extended.
Each Fund’s tender offer will be subject to the satisfaction of certain conditions as will be set forth in the Fund’s offer to purchase and related letter of transmittal when they are filed and become available. Among the conditions, each Fund’s tender offer will be subject to the availability of sufficient funds under the Fund’s credit facility to finance the purchase of the APS, and EVF’s tender offer will also be subject to the Fund increasing its credit facility. The complete terms and conditions of each Fund’s tender offer will be set forth in its tender offer materials, which will be filed with the Securities and Exchange Commission and distributed to APS holders.
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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.
Important Notice
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of a Fund. No Fund has commenced the tender offers described herein. The tender offers will be made only by an offer to purchase, a related letter of transmittal and other documents filed with the 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. For each tender offer, the relevant Fund will also make available to APS holders without charge the offer to purchase and the letter of transmittal. APS holders should read these documents carefully, as they will contain important information about the relevant tender offer.
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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