Voya Infrastructure, Industrials & Materials Fund SC TO-I/A, filed May 25, 2021
Voya Infrastructure, Industrials & Materials Fund (IDE)
As filed with the Securities and Exchange Commission on May 24, 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
(Amendment No. 1)
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 the Person(s) Filing Statement)
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 | |
| $35,711,409(a) | $3,896(b) |
| (a) | Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate maximum purchase price to be paid for 2,779,098 shares in the offer, based upon a price of $12.85 (98% of the net asset value per share of $13.11 on April 16, 2021). |
| (b) | Calculated at $109.10 per $1,000,000 of the Transaction Valuation. |
| ☒ | Check 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: | $3,847.60. | Filing Party: | Voya Infrastructure, Industrials and Materials Fund | |||
| Form or Registration No.: | Schedule TO | Date Filed: | April 19, 2021 |
| ☐ | 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. ☐
ITEMS 1 THROUGH 9 AND ITEM 11
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Statement”) initially filed by Voya Infrastructure, Industrials and Materials Fund, a Delaware statutory trust (the “Fund”), on April 19, 2021 relating to the Fund’s offer to purchase for cash up to 15% of its outstanding common shares of beneficial interest (the “Offer”), for cash at a price per share equal to 98% of the Fund’s net asset value per share as of the close of regular trading session on the New York Stock Exchange (“NYSE”) on May 25, 2021, upon the terms and subject to the conditions contained in the Offer to Purchase dated April 19, 2021 and the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Statement filed on April 19, 2021.
Filed herewith as Exhibit (a)(5)(ii) and incorporated by reference is a copy of the press release issued by the Fund dated May 24, 2021, announcing the preliminary results of the Offer.
ITEM 10. FINANCIAL STATEMENTS
(a) The information in the Offer to Purchase in Section 7 (“Selected Financial Information”) is incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS
| EXHIBIT NO. | DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated April 19, 2021.(2) | |
| (a)(1)(ii) | Form of Letter of Transmittal.(2) | |
| (a)(1)(iii) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.(2) | |
| (a)(1)(iv) | Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.(2) | |
| (a)(1)(v) | Form of Notice of Withdrawal.(2) | |
| (a)(1)(vi) | Form of Letter to Shareholders.(2) | |
| (a)(2) | None. | |
| (a)(3) | Not Applicable. | |
| (a)(4) | Not Applicable. | |
| (a)(5) | Press Release issued on February 22, 2021.(1) | |
| (a)(5)(i) | Press Release issued on April 19, 2021.(2) | |
| (a)(5)(ii) | Press Release issued on May 24, 2021. | |
| (b) | None. | |
| (d) | None. | |
| (e) | None. | |
| (g) | None. | |
| (h) | None. | |
| (1) | Previously filed on Schedule TO-C via EDGAR on February 22, 2021. |
| (2) | Previously filed on Schedule TO-I via EDGAR on April 19, 2021. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
1
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.
| VOYA INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND | ||
| By: | /s/ Dina Santoro | |
| Name: Dina Santoro | ||
| Title: President | ||
Dated: May 24, 2021
2
EXHIBIT INDEX
| (a)(5)(ii) | Press Release issued on May 24, 2021. |
3
| NEWS RELEASE | PLAN INVEST PROTECT |
|
May 24, 2021
Voya Global Advantage and Premium Opportunity Fund, Voya Global Equity Dividend and Premium Opportunity Fund and Voya Infrastructure, Industrials and Materials Fund
Each Announce the Expiration and Preliminary Results of Tender Offer
SCOTTSDALE, Ariz., May 24, 2021— 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”), today announced the expiration and preliminary results of each Fund’s tender offer. The tender offers commenced on April 19, 2021 and expired at 5:00 p.m. Eastern Time on May 24, 2021. The preliminary results for each tender offer are provided in the table below.
| Fund | % of Outstanding Common Shares Subject to Tender Offer |
Number of Outstanding Common Shares Subject to Tender Offer |
Number of Common Shares Properly Tendered and Not Withdrawn | |||
| IGA |
10% | 1,819,925 | 4,944,597 | |||
| IGD |
15% | 14,246,530 | 29,960,618 | |||
| IDE |
15% | 2,779,098 | 2,018,902 | |||
Because the tender offers for IGA and IGD were oversubscribed, the relative number of Shares that will be purchased from each shareholder will be prorated based on the number of Shares properly tendered (disregarding fractions).
The purchase price of the properly tendered and accepted Shares for all three tender offers will be equal to 98% of the respective Fund’s net asset value per share as determined as of the close of the regular trading session of the New York Stock Exchange on May 25, 2021, the business day after the tender offers expired. The Funds expect to announce the final results of the tender offers on or about May 26, 2021.
Questions regarding each of the tender offers may be directed to Georgeson LLC, the Information Agent for the tender offers, toll free at the numbers listed in the table below.
| Fund | Toll Free Phone Number | |
| IGA | 866-628-6123 | |
| IGD | 866-828-4305 | |
| IDE | 866-297-1264 | |
May 24, 2021
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 Shares of the Funds. The offer to purchase Shares was made only pursuant to tender offer statements on Schedule TO and related exhibits. Common shareholders may obtain a free copy of the offer to purchase and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Fund.
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Media Contact – Kris Kagel: 1-212-309-6568
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