Voya Infrastructure, Industrials & Materials Fund SC TO-C, filed Feb 22, 2021
Voya Infrastructure, Industrials & Materials Fund (IDE)
As filed with the Securities and Exchange Commission on February 22, 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
Voya Infrastructure, Industrials and Materials Fund
(Name of Subject Company (issuer))
Voya Infrastructure, Industrials and Materials Fund
(Name of Filing Person (offeror))
Common Shares
$0.01 par value
(Title of Class of Securities)
92912X101
(CUSIP Number of Class of Securities)
Huey P. Falgout, Jr., Esq.
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(800) 992-0180
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
Elizabeth J. Reza
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| Not Applicable | None |
This filing relates solely to preliminary communications made before the commencement of a tender offer.
| ☐ | 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. |
| Amount Previously Paid: | Not applicable | Filing Party: | Not applicable | |||
| Form or Registration No.: | Not applicable | Date Filed: | Not applicable |
| ☒ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
| ☐ | third party tender offer subject to Rule 14d-1 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☒ | issuer tender offer subject to Rule 13e-4 |
| ☐ | 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) |
EXPLANATORY NOTE
This filing relates solely to preliminary communications made before the commencement of a tender offer (the “Offer”) by Voya Infrastructure, Industrials and Materials Fund, a closed-end management investment company (the “Fund”), to purchase for cash up to 15% of the Fund’s outstanding common shares (the “Shares”) upon the terms and subject to the conditions of the Offer.
Forward-Looking Statements
This document contains statements regarding plans and expectations for the future that constitute forward-looking statements within The Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking and can be identified by the use of words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Such forward-looking statements are based on the Fund’s current plans and expectations, are not guarantees of future results or performance, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements are as of the date of this release only; the Fund undertakes no obligation to update or review any forward-looking statements. You are urged to carefully consider all such factors.
Additional Information and Where to Find It
The Offer referenced in this communication has not yet commenced. This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell Shares in the Fund, nor is it a solicitation of any proxy. This announcement is not a substitute for any materials that the Fund will file with the SEC.
The Fund plans to file a tender offer statement on Schedule TO, together with other related tender offer documents, including a letter of transmittal, in connection with the Offer. These documents will contain important information about the Fund and the Offer. You are urged to read these documents carefully and in their entirety when they become available before making any decision regarding tendering your Shares. These documents will be made available to the Fund’s shareholders at no expense to them and will also be available for free at the SEC’s website at www.sec.gov.
This Schedule TO is not a prospectus, circular, or representation intended for use in the purchase or sale of Shares in the Fund. Shares of the Fund are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Shares of the Fund involve investment risk, including possible loss of principal. For more complete information about the Fund, including risks, charges, and expenses, please see the Fund’s annual and semi-annual shareholder reports. The Fund’s filings with the SEC may be obtained for a duplicating fee, by contacting the SEC at: publicinfo@sec.gov or may be obtained at no cost by visiting the EDGAR Database on the SEC’s Internet website at: www.sec.gov.
The Fund is a closed-end fund. Common shares of the Fund are only available for purchase/sale on the NYSE at the current market price. Common shares may trade at a discount to net asset value.
Items 1-11.
Not applicable.
Item 12. EXHIBITS.
| Exhibit No. | Document | |
| 99.1 | Press Release issued by the Issuer dated February 22, 2021. | |
Item 13.
Not applicable.
Voya Global Advantage and Premium Opportunity Fund, Voya Global Equity Dividend and Premium Opportunity Fund and Voya Infrastructure, Industrials and Materials Fund Announce Intention to Conduct Tender Offer for Common Shares
SCOTTSDALE, Ariz., February 22, 2021— The Board of Trustees of each of Voya Global Advantage and Premium Opportunity Fund (NYSE: IGA) (“IGA”), Voya Global Equity Dividend and Premium Opportunity Fund (NYSE: IGD) (“IGD”), and Voya Infrastructure, Industrials and Materials Fund (NYSE: IDE) (“IDE”) (each a “Fund” and, collectively, the “Funds”) has authorized each Fund to conduct a voluntary cash tender offer (each, a “Tender Offer” and, together, the “Tender Offers”). IGD and IDE will each conduct a Tender Offer for up to 15% of its outstanding common shares and IGA will conduct a Tender Offer for up to 10% of its outstanding common shares. Each Tender Offer is at a price equal to 98% of the respective Fund’s net asset value (“NAV”) per share as determined as of the close of the regular trading session of the New York Stock Exchange (“NYSE”) on the day the Tender Offer expires. Each of the Funds will repurchase shares tendered and accepted in the respective Tender Offer in exchange for cash. In the event any Tender Offer is oversubscribed, shares will be repurchased on a pro rata basis. Each Tender Offer is expected to commence on or about April 19, 2021.
Each Fund’s Tender Offer will be conditioned on certain additional terms and conditions as will be set forth in the relevant tender offer materials, which will be distributed to the Funds’ common shareholders.
Important Notice
This press release is for informational purposes only and shall not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell any common shares of the Funds. The Funds have not yet commenced the Tender Offers described in this press release. The Funds will file with the U.S. Securities and Exchange Commission (“SEC”), on or around the date of commencement of the Tender Offers, tender offer statements on Schedule TO and related exhibits, including offers to purchase, related letters of transmittal and other related documents (the “Tender Offer Documents”). COMMON SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER DOCUMENTS, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF COMMON SHARES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Common shareholders may obtain a free copy of any of these statements and other documents when they are filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Funds.
About Voya® Investment Management
A leading, active asset management firm, Voya Investment Management manages, as of December 31, 2020, more than $245 billion for affiliated and external institutions,
financial intermediaries and individual investors. With over 40 years of history in asset management, Voya Investment Management has the experience and resources to provide clients with investment solutions with an emphasis on equities, fixed income, and multi-asset strategies and solutions. Voya Investment Management was named in 2015, 2016, 2017, 2018, 2019 and 2020 as a “Best Places to Work” by Pensions and Investments magazine. For more information, visit voyainvestments.com. Follow Voya Investment Management on Twitter @VoyaInvestments.
SHAREHOLDER INQUIRIES: Shareholder Services at (800) 992-0180;
voyainvestments.com
Media Contact – Kris Kagel 1-212-309-6568
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