Eaton Vance Senior Floating-Rate Trust SC TO-I/A, filed Aug 3, 2021
Eaton Vance Senior Floating-Rate Trust (EFR)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2021
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
Eaton Vance Senior Floating-Rate Trust
(Name of Subject Company (Issuer))
Eaton Vance Senior Floating-Rate Trust
(Name of Filing Person (Issuer))
Common Shares of Beneficial Interest, $.01 par value
(Title of Class of Securities)
27828Q105
(CUSIP Number of Class of Securities)
Deidre E. Walsh
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
(617) 672-8579
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
| Calculation of Filing Fee | |
| Transaction Valuation | Amount Of Filing Fee |
| $261,578,811.42(a) | $28,538.25(b) |
| (a) | Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transactional Value was calculated by multiplying 18,424,157 shares in the offer (50% of the total number of common shares outstanding) by $14.1976 (99% of the net asset value per share of $14.3410 as of the close of regular trading on the New York Stock Exchange on June 23, 2021). |
| (b) | Calculated at $109.10 per $1,000,000 of the Transaction Valuation. |
| [x] | Check the 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. |
| 1. Amount Previously Paid: | $28,538.25 | Filing Party: Eaton Vance Senior Floating-Rate Trust |
| Form or Registration No.: | Schedule TO | Date Filed: June 29, 2021 |
| [_] | 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. |
| [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]
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) |
EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2021 by Eaton Vance Senior Floating-Rate Trust, a closed-end management investment company (the “Fund”) in connection with the Fund’s offer to purchase for cash up to 50% or 18,424,157 of its issued and outstanding common shares of beneficial interest at a purchase price equal to 99% of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange on July 30, 2021, upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated June 29, 2021 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase constitute the “Offer”).
This Amendment No. 2 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.
The information 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. 1 in answer to Items 1 through 9 and Item 11 of the Schedule TO.
Item 10.
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 August 3, 2021.
Item 13.
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/ Eric A. Stein | |
| Name: | Eric A. Stein | |
| Title: | President | |
Dated as of August 3, 2021
Exhibit Index
| Exhibit No. | Document |
| (a)(1)(i) | Offer to Purchase dated June 29, 2021.1 |
| (a)(1)(ii) | Letter of Transmittal.1 |
| (a)(1)(iii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1 |
| (a)(1)(iv) | Letter to Clients for us by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1 |
| (a)(1)(v) | Form of Notice of Withdrawal.1 |
| (a)(5)(i) | Press Release issued on June 29, 2021.1 |
| (a)(5)(ii) | Press Release issued on August 2, 2021.2 |
| (a)(5)(iii) | Press Release issued on August 3, 2021. |
| (b)(i) | Form of Amended and Restated Credit Agreement between Eaton Vance Senior Floating-Rate Trust, State Street Bank and Trust Company and Other Lending Institutions.1 |
| (d)(i) |
Standstill Agreement dated May 12, 2021.1
|
1 Previously filed on Schedule TO via EDGAR on June 29, 2021 and incorporated herein by reference.
2 Previously filed on Schedule TO via EDGAR on August 2, 2021 and incorporated herein by reference.
Investor Contact: (800) 262-1122
FOR IMMEDIATE RELEASE
CERTAIN EATON VANCE CLOSED-END FUNDS
ANNOUNCE FINAL RESULTS OF TENDER OFFERS
BOSTON, MA, August 3, 2021 — Eaton Vance Short Duration Diversified Income Fund (NYSE: EVG), Eaton Vance Floating-Rate Income Trust (NYSE: EFT), Eaton Vance Senior Floating-Rate Trust (NYSE: EFR) and Eaton Vance Senior Income Trust (NYSE: EVF) (each, a “Fund” and, collectively, the “Funds”) each announced today the final results of the Fund’s cash tender offer for the following amount of its outstanding common shares (each, a “Tender Offer” and, collectively, the “Tender Offers”). The Tender Offers expired at 5:00 P.M. Eastern Time on July 30, 2021.
| Fund | Shares Offered to Purchased Pursuant to the Tender Offer |
| EVG | Up to 4,470,149 shares, or 25% of its outstanding common shares |
| EFT | Up to 19,931,845 shares, or 50% of its outstanding common shares |
| EFR | Up to 18,424,157 shares, or 50% of its outstanding common shares |
| EVF | Up to 22,719,965 shares, or 60% of its outstanding common shares |
The final results of each Tender Offer, based on a count by American Stock Transfer & Trust Company, LLC, the depositary for each Tender Offer, are provided in the table below.
| Fund | Shares Properly Tendered | Shares to be Purchased |
Pro-Ration Factor* |
Purchase Price** | Number of Outstanding Shares after Giving Effect to Tender Offer |
| EVG | 8,503,906 | 4,470,149 | 52.565832689% | $13.3964 | 13,410,447 |
| EFT | 11,568,482 | 11,568,482 | N/A | $14.3281 | 29,804,628 |
| EFR | 8,712,234 | 8,712,234 | N/A | $14.1136 | 28,536,830 |
| EVF | 20,330,291.438 | 20,330,291.438 | N/A | $6.7897 | 18,301,092.56 |
*The number of shares to be purchased divided by the number of shares properly tendered.
**Equal to 99% of the relevant Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange (NYSE) on July 30, 2021 (the date the Tender Offer expired).
Under the terms and conditions of each Fund’s Tender Offer, if the number of shares properly tendered exceeds the number of shares offered to purchase, the Fund will purchase shares properly tendered on a pro-rata basis (disregarding fractional shares). As indicated above, EFT, EFR and EVF will purchase all shares properly tendered and EVG will purchase 52.565832689% of the shares properly tendered.
Each Fund will purchase the common shares accepted for payment as promptly as practicable.
The information agent for each Tender Offer is AST Fund Solutions, LLC. Any questions with regard to any of the Tender Offers may be directed to the information agent toll-free at 1-877-732-3614.
About the Funds
Eaton Vance applies in-depth fundamental analysis to the active management of equity, income, alternative and multi-asset strategies. Eaton Vance’s investment teams follow time-tested principles of investing that emphasize ongoing risk management, tax management (where applicable) and the pursuit of consistent long-term returns. The firm’s investment capabilities encompass the global capital markets. With a history dating back to 1924, Eaton Vance is headquartered in Boston and also maintains investment offices in New York, London, Tokyo and Singapore. For more information, visit evmanagement.com. Eaton Vance is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley.
Except pursuant to a tender offer, common shares of the Funds are only available for purchase or sale on the NYSE at their current market price. Shares of closed-end funds (such as the Funds) often trade at a discount from their net asset value. The market price of a 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 a fund’s investment strategy and future return expectations, and investors’ confidence in the underlying markets in which the fund invests. Fund shares are subject to investment risk, including possible loss of principal invested. Shares of the Funds are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Each Fund is not a complete investment program and you may lose money investing in the Fund. An investment in a Fund may not be appropriate for all investors. Before investing, prospective investors should consider carefully such Fund’s investment objectives, risks, charges and expenses.
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 a Fund. Additional information about the Funds, including performance and portfolio characteristic information, is available at www.eatonvance.com.
Statements in this press release that are not historical facts may be 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 that may be beyond a Fund’s control and could cause actual results to differ materially from those set forth in the forward-looking statements.
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