Eaton Vance Senior Income Trust SC TO-I/A, filed Oct 27, 2023
Eaton Vance Senior Income Trust (EVF)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 2023
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)
Eaton Vance Senior Income Trust
(Name of Subject Company (Issuer))
Eaton Vance Senior Income Trust
(Name of Filing Person (Issuer))
Common Shares of Beneficial Interest, $.01 par value
(Title of Class of Securities)
27826S103
(CUSIP Number of Class of Securities)
Deidre E. Walsh
Eaton Vance Management
Two International Place
Boston, Massachusetts 02110
(617) 482-8260
(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. |
| [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]
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Eaton Vance Senior Income Trust, a Massachusetts business trust (the “Fund”), with the Securities and Exchange Commission on September 26, 2023 (“Schedule TO”). Schedule TO relates to the offer by the Fund to purchase for cash up to 10% or 1,753,886 shares of its outstanding common shares of beneficial interest, with par value of $0.01 (the “Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated September 26, 2023 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, set forth the terms that constitute the “Offer”), both of which are attached to Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
This Amendment No. 2 is being filed to report the final results of the Offer and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. Only those items amended are reported in this Amendment No. 2. 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. 2 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 October 27, 2023, the Fund issued a press release announcing the final results of the Offer, which expired on October 25, 2023 at 5:00 p.m. Eastern Time. A copy of the press release is filed as Exhibit (a)(5)(iv) 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)(iv) Press Release issued on October 27, 2023.
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 Income Trust
By: /s/ Kenneth A. Topping
Name: Kenneth A. Topping
Title: President
Dated as of October 27, 2023
Exhibit Index
| Exhibit | Description |
| (a)(5)(iv) | Press Release issued on October 27, 2023. |
EXHIBIT (a)(5)(iv)
Investor Contact: (800) 262-1122
FOR IMMEDIATE RELEASE
EATON VANCE FLOATING-RATE INCOME TRUST AND EATON VANCE SENIOR INCOME TRUST ANNOUNCE FINAL RESULTS OF TENDER OFFERS
BOSTON, MA, October 27, 2023 — Eaton Vance Floating-Rate Income Trust (NYSE: EFT) and Eaton Vance Senior Income Trust (NYSE: EVF) (each, a “Fund,” and, together, 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, together, the “Tender Offers”). The Tender Offers expired at 5:00 P.M. Eastern Time on October 25, 2023.
The final results of each Tender Offer based on a count by Equiniti Trust Company, LLC, the depositary for each Tender Offer, are provided in the table below.
| Fund | Common Shares Offered to Purchase Pursuant to the Tender Offer | Common Shares Properly Tendered | Common Shares to be Purchased |
Pro-Ration Factor* |
Purchase Price** | Number of Outstanding Common Shares after Giving Effect to Tender Offer |
| EFT | 2,909,042 | 5,903,838 | 2,909,042 | 49.274999900% | $12.7527 | 26,181,373 |
| EVF | 1,753,886 | 1,764,482 | 1,753,886 | 99.399000000% | $5.9756 | 15,784,972 |
* The number of common shares to be purchased divided by the number of common shares properly tendered. The pro-ration factor is subject to rounding adjustment to avoid the purchase of fractional shares.
** Equal to 98% of the relevant Fund’s net asset value (“NAV”) per share as of the close of regular trading on the New York Stock Exchange (NYSE) on October 25, 2023 (the date the Tender Offer expired).
Under the terms and conditions of each Fund’s Tender Offer, if the number of common shares properly tendered exceeded the number of common shares offered to purchase, the Fund will purchase common shares properly tendered on a pro rata basis (disregarding fractional shares). As indicated above, EFT and EVF will purchase 49.274999900% and 99.399000000% of the common shares properly tendered, respectively. Each Fund will purchase the common shares accepted for payment as promptly as practicable.
The information agent for each Tender Offer is EQ Fund Solutions, LLC. Any questions with regard to any of the Tender Offers may be directed to the information agent toll-free at 1-888-542-7446.
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About Eaton Vance
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. Eaton Vance is a part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley.
About the Funds
Except for sales of shares pursuant to a tender offer, common shares of each Fund are available for purchase or sale only through secondary market trading at their current market price. Shares of closed-end funds (such as the Funds) often trade at a discount from their NAV. The market price of Fund shares may vary from NAV 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 the 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. Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. No Fund is a complete investment program and you may lose money investing in a Fund. An investment in a Fund may not be appropriate for all investors. Before investing in a Fund, prospective investors should consider carefully the Fund’s investment objective, strategies, risks, charges and expenses.
Important Notice
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of a Fund. The Tender Offers were 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. For each Tender Offer, the relevant Fund has also made available to shareholders without charge the offer to purchase and the letter of transmittal. Shareholders should read these documents carefully, as they 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.