Eaton Vance Senior Floating-Rate Trust SC TO-I, filed Jun 29, 2021

Eaton Vance Senior Floating-Rate Trust (EFR)

SC TO-I 2021-06-29

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Added on October 20, 2026

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Calculation of Filing Fee
Transaction Valuation	Amount Of Filing Fee
$261,578,811.42^(a)	$28,538.25^(b)

Amount Previously Paid: Not Applicable	Filing Party: Not Applicable
Form of Registration No.: Not Applicable	Date Filed: Not Applicable

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated June 29, 2021.
(a)(1)(ii)	Letter of Transmittal.
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)	Letter to Clients for us by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)	Form of Notice of Withdrawal.
(a)(5)(i)	Press Release issued on June 29, 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.
(d)(i)	Standstill Agreement dated May 12, 2021.

SUMMARY TERM SHEET	3
INTRODUCTION	8
THE OFFER	11
1. TERMS OF THE OFFER; EXPIRATION DATE	11
2. EXTENSION OF THE TENDER PERIOD, TERMINATION; AMENDMENT	12
3. PROCEDURES FOR TENDERING COMMON SHARES	12
4. WITHDRAWAL RIGHTS	14
5. ACCEPTANCE FOR PAYMENT AND PAYMENT	15
6. CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	16
7. PRICE RANGE OF COMMON SHARES; DIVIDENDS	19
8. SOURCE AND AMOUNT OF FUNDS; EFFECT OF THE OFFER	19
9. PURPOSE OF THE OFFER	21
10. INFORMATION CONCERNING THE FUND	22
11. INTERESTS OF THE TRUSTEES AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES	23
12. LEGAL MATTERS; REGULATORY APPROVALS	24
13. CONDITIONS OF THE OFFER	24
14. FEES AND EXPENSES	25
15. MISCELLANEOUS	25
16. CONTACTING THE DEPOSITARY AND THE INFORMATION AGENT	26

Quarter Ended
	Market Price ($)
	High	Low	Close
March 31, 2019	$13.45	$12.55	$13.02
June 30, 2019	$13.45	$13.07	$13.09
September 30, 2019	$13.24	$12.78	$13.04
December 31, 2019	$13.55	$12.79	$13.55
March 31, 2020	$13.86	$7.91	$9.88
June 30, 2020	$11.70	$9.44	$11.32
September 30, 2020	$12.09	$11.14	$11.63
December 31, 2020	$13.06	$11.74	$12.73
March 31, 2021	$13.87	$12.66	$13.79

(a)	Saba will vote or cause to be voted all Shares it and its affiliates beneficially owned as of the relevant record date in favor of the New Agreement;
(b)	Saba will tender, or cause to be tendered, all but one of the Shares of which Saba or its affiliates is the beneficial owner of in the Offer and in any Subsequent Conditional Tender Offers, subject to limited exceptions;
(c)	Saba will not, directly or indirectly, solicit proxies or make any shareholder proposal or nomination for the term of the Agreement; and


SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1 and 7)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1 and 7)

Complete this box ONLY if the check for the aggregate purchase price of shares purchased (less the amount of any applicable U.S. withholding taxes) are to be issued in the name of someone other than the undersigned.		Complete this box ONLY if the check for the aggregate purchase price of shares purchased (less the amount of any applicable U.S. withholding taxes) are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s).

Name		Name
	(Please Print)		(Please Print)

Address		Address


	(Include Zip Code)		(Include Zip Code)


	(Taxpayer Identification or Social Security Number)		(Taxpayer Identification or Social Security Number)

	(See IRS Form W-9 Included Herewith)		(See IRS Form W-9 Included Herewith)


		Signature(s) of Shareholder(s):



		Dated:

		Name(s):
				(Please Print)

		Capacity (full title):


		Address:
				(Please Include Zip Code)

		Telephone Number, including Area Code:

		Taxpayer ID or Social Security No.:

				GUARANTEE OF SIGNATURE(S)
				(If Required, See Instruction 1 and 5)

		Authorized Signature:

		Name(s):

		Name of Firm:

		Address:



		Address Line 2:

		Telephone Number, including Area Code:

		Dated:


IF the entity/person on line 1 is a(n) . . .		THEN check the box for . . .
^● Corporation		Corporation
^● Individual ^● Sole proprietorship, or ^● Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.		Individual/sole proprietor or single-member LLC


^● LLC treated as a partnership for U.S. federal tax purposes, ^● LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or ^● LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.		Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)


^● Partnership		Partnership
^● Trust/estate		Trust/estate


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4



For this type of account:			Give name and SSN of:

	1.	Individual	The individual

	2.	Two or more individuals (joint account) other than an account maintained by an FFI	The actual owner of the account or, if combined funds, the first individual on the account¹

	3.	Two or more U.S. persons (joint account maintained by an FFI)	Each holder of the account

	4.	Custodial account of a minor (Uniform Gift to Minors Act)	The minor²

	5.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹

	6.	Sole proprietorship or disregarded entity owned by an individual	The owner³

	7.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor*

For this type of account:			Give name and EIN of:

	8.	Disregarded entity not owned by an individual	The owner

	9.	A valid trust, estate, or pension trust	Legal entity⁴

	10.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation

	11.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization

	12.	Partnership or multi-member LLC	The partnership

	13.	A broker or registered nominee	The broker or nominee

	14.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

	15.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The trust

³	Youmust show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You
	may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.


Signature(s):

Name(s):
	(Please Print)

Address(es):

	(Please Include Zip Code)

Telephone Number(s), including Area Code(s):

Taxpayer ID or Social Security No.:

Dated:


Signature(s) of Owner(s):

Date:		, 2021

Printed Names:

Capacity (full title):

Address:

Fund	Tender Offer Amount
EVG	Up to 25% or 4,470,149 of its outstanding common shares
EFT	Up to 50% or 19,931,845 of its outstanding common shares
EFR	Up to 50% or 18,424,157 of its outstanding common shares
EVF	Up to 60% or 22,719,965 of its outstanding common shares

Section 1.01 Definitions	1
Section 1.02 Accounting Terms and Determination	21
Section 1.03 Split Ratings	21

Section 2.01 Commitments to Lend	21
Section 2.02 Notice of Borrowings	21
Section 2.03 Notice to Banks; Funding of Loans	22
Section 2.04 Loan Accounts; Notes; Records	23
Section 2.05 Mandatory Payments; Optional Prepayments	24
Section 2.06 Interest Rates	25
Section 2.07 Fees	26
Section 2.08 Termination and Reduction of Commitments	26
Section 2.09 General Provisions as to Payments	27
Section 2.10 Computation of Interest and Fees	28
Section 2.11 Withholding Tax Exemption	28

Section 3.01 Effectiveness	30
Section 3.02 All Borrowings	32

Section 4.01 Existence and Power; Investment Company	32
Section 4.02 Authorization; Execution and Delivery, Etc.	33
Section 4.03 Noncontravention	33
Section 4.04 Governmental Authorizations; Private Authorization	33
Section 4.05 Regulations T, U and X	34
Section 4.06 Non-Affiliation with Banks	34
Section 4.07 Subsidiaries	34
Section 4.08 Financial Information	34
Section 4.09 Litigation	34
Section 4.10 ERISA	34
Section 4.11 Taxes	35
Section 4.12 Compliance	35
Section 4.13 Fiscal Year	35
Section 4.14 Full Disclosure	35
Section 4.15 Offering Documents	36

Section 4.16 Sanctions, etc.	36
Section 4.17 Title to Assets	36

Section 5.01 Information	36
Section 5.02 Payment of Obligations	38
Section 5.03 Maintenance of Insurance	38
Section 5.04 Conduct of Business and Maintenance of Existence	38
Section 5.05 Compliance with Laws	38
Section 5.06 Inspection of Property, Books and Records	39
Section 5.07 Indebtedness	39
Section 5.08 Liens	39
Section 5.09 Consolidations, Mergers and Sales of Assets	40
Section 5.10 Use of Proceeds	40
Section 5.11 Compliance with Investment Policies and Restrictions	40
Section 5.12 Non-Affiliation with Banks	40
Section 5.13 Regulated Investment Company	40
Section 5.14 No Subsidiary	41
Section 5.15 ERISA	41
Section 5.16 Fiscal Year	41
Section 5.17 Regulation U	41
Section 5.18 Asset Coverage	41
Section 5.19 Maximum Amount	41
Section 5.20 Further Assurances	41
Section 5.21 Sanctions, Etc.	41

Section 6.01 Events of Default	42
Section 6.02 Remedies	43

Section 7.01 Appointment and Authorization	43
Section 7.02 Action by Agent	44
Section 7.03 Consultation with Experts	44
Section 7.04 Liability of Agent	44
Section 7.05 Indemnification	44
Section 7.06 Credit Decision	45
Section 7.07 Successor Agent	45
Section 7.08 Agent as Bank	45

Section 7.09 Distribution by Agent	45
Section 7.10 Delinquent Banks	46

Section 8.01 Additional Costs; Capital Adequacy	46
Section 8.02 Basis for Determining Interest Rate Inadequate or Unfair	48
Section 8.03 Illegality	49
Section 8.04 Base Rate Loans Substituted for Affected LIBOR Loans	50
Section 8.05 Replacement Banks	50
Section 8.06 Indemnity	51

Section 9.01 Notices	51
Section 9.02 No Waivers	52
Section 9.03 Expenses; Documentary Taxes; Indemnification	53
Section 9.04 Set Off	53
Section 9.05 Amendments and Waivers	53
Section 9.06 Successors and Assigns	54
Section 9.07 Governing Law; Submission to Jurisdiction	56
Section 9.08 WAIVER OF JURY TRIAL	56
Section 9.09 Confidential Material	57
Section 9.10 USA Patriot Act	57
Section 9.11 Interest Rate Limitation	57
Section 9.12 Survival	58
Section 9.13 Miscellaneous	58
Section 9.14 Limitation on Liability	58
Section 9.15 Acknowledgement and Consent to Bail-In of EEA Financial Institutions	58
Section 9.16 Original Credit Agreement	59
Section 9.17 Certain ERISA Matters.	59
Section 9.18 Acknowledgement Regarding any Supported QFCs.	60

Eaton Vance Management


By:	/s/ Maureen A. Gemma
	Maureen A. Gemma
	Vice President

Saba Capital Management, L.P.


By:	/s/ Michael D’Angelo
	Michael D’Angelo