Western Asset Investment Grade Opportunity Trust Inc SC TO-I/A, filed Jan 8, 2025
Western Asset Investment Grade Opportunity Trust Inc. (IGI)
As filed with the Securities and Exchange Commission on January 8, 2025
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
(Final Amendment)
Western Asset Investment Grade Opportunity Trust Inc.
(Name of Subject Company (issuer))
Western Asset Investment Grade Opportunity Trust Inc.
(Name of Filing Person (offeror))
Common Stock
$0.001 Par Value Per Share
(Title of Class of Securities)
95790A101
(CUSIP Number of Class of Securities)
MARC A. DE OLIVEIRA, ESQ.
SECRETARY AND CHIEF LEGAL OFFICER
100 FIRST STAMFORD PLACE, 6TH FLOOR
STAMFORD, CONNECTICUT 06902
(203) 703-7026
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
David W. Blass, Esq.
Ryan P. Brizek, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington D.C. 20001
(202) 636-5500
| ☐ | 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 this statement relates:
| ☐ | third party tender offer subject to Rule 14d-1 |
| ☒ | 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. ☒
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on September 3, 2024 by Western Asset Investment Grade Opportunity Trust Inc. (f/k/a Western Asset Investment Grade Defined Opportunity Trust Inc.), a Maryland corporation (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase for cash up to 100% of its issued and outstanding shares of common stock, par value $0.001 per share, for cash at a price per share equal to 100% 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 October 1, 2024, upon the terms and subject to the conditions contained in the Offer to Purchase dated September 3, 2024 (the “Offer to Purchase”) and the related Letter of Transmittal.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
1. The Offer expired at 5:00 p.m., New York City time, on October 1, 2024.
2. Approximately 4,854,372 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer.
3. The Shares were repurchased at a price of $18.15 per Share, as of the close of the regular trading session of the New York Stock Exchange on October 1, 2024.
Except as specifically provided herein, the information contained in the Statement, as amended, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Letter of Transmittal.
ITEM 12. EXHIBITS
| EXHIBIT NO. |
DESCRIPTION | |
| (a)(1)(i) |
Offer to Purchase, dated September 3, 2024(1). | |
| (a)(1)(ii) |
Form of Letter of Transmittal(1). | |
| (a)(1)(iii) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(1) . | |
| (a)(1)(iv) |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(1). | |
| (a)(1)(v) |
Form of Letter to Stockholders(1). | |
| (a)(2) |
None. | |
| (a)(3) |
Not Applicable. | |
| (a)(4) |
Not Applicable. | |
| (a)(5) |
Press release issued on October 2, 2024 | |
| (b) |
None. | |
| (d) |
None. | |
| (e) |
None. | |
| (g) |
None. | |
| (h) (i) |
None. | |
(1) Previously filed on Schedule TO-C via EDGAR on September 3, 2024.
2
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.
| WESTERN ASSET INVESTMENT GRADE OPPORTUNITY TRUST INC. | ||
| By: |
/s/ Jane Trust | |
| Name: Jane Trust | ||
| Title: Chairman, Chief Executive Officer and President | ||
Dated: January 8, 2025
3
EXHIBIT INDEX
| (a)(5) | Press release issued on October 2, 2024 |
| (i) | Calculation of Filing Fee Table |
4
Exhibit (a)(5)
WESTERN ASSET INVESTMENT GRADE DEFINED OPPORTUNITY TRUST INC.
ANNOUNCES FINAL RESULTS OF ISSUER TENDER OFFER FOR COMMON STOCK AND
ELIMINATION OF TERM
NEW YORK – (BUSINESS WIRE) – October 2, 2024 – Western Asset Investment Grade Defined Opportunity Trust Inc. (NYSE: IGI) (the “Fund”) announced today the expiration and final results for its issuer tender offer for up to 100% of the outstanding shares of common stock (“Shares”) of the Fund (the “Tender Offer”). The Tender Offer expired on Tuesday, October 1, 2024 at 5:00 p.m., New York City time.
Based on current information, approximately 4,854,372 Shares were duly tendered and not withdrawn, representing approximately 44.75% of the Fund’s common shares outstanding. The Shares accepted for tender were repurchased at a price of $18.15 per Share, equal to 100% of the per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on October 1, 2024. Shares that were not tendered will remain outstanding. Following the Tender Offer, the Fund will have approximately total net assets of $108.7 million.
Payment for such Shares will be made on or about October 7, 2024. Shares that were not tendered will remain outstanding.
Any questions about the Tender Offer can be directed to Georgeson LLC, the information agent for the Tender Offer, toll free at (866) 920-4920.
As previously announced on June 11, 2024, stockholders approved the proposal to convert the Fund to a perpetual fund by eliminating the Fund’s term, which was scheduled to end at the close of business on December 2, 2024, and eliminating the Fund’s fundamental policy to liquidate on or about December 2, 2024.
As a result of the successful completion of the Tender Offer, the proposals described in the Fund’s proxy statement dated April 4, 2024, and in the offer to purchase relating to the Tender Offer will be implemented. In particular:
| • | Since the Fund maintained at least $50 million of net assets following the Tender Offer, the Fund will change its name from “Western Asset Investment Grade Defined Opportunity Trust Inc.” to “Western Asset Investment Grade Opportunity Trust Inc.” on or about November 1, 2024.The Fund’s ticker symbol will remain “IGI”. The Fund’s CUSIP, 95790A101, will not change; and |
| • | The Fund’s investment manager has agreed to waive 10 basis points (0.10%) of its annual management fee (the “Fee Waiver”) for a period of two years following the proposal’s approval. The Fee Waiver will terminate on June 7, 2026. |
About the Fund
The Fund is a non-diversified, limited-term, closed-end management investment company managed by Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC) and is sub-advised by Western Asset Management Company, LLC (“Western Asset”), Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), Western Asset Management Company Ltd (“Western Asset Japan”) and Western Asset Management Company Limited (“Western Asset London”) are the Fund’s subadvisers. FTFA, Western Asset, Western Asset Singapore, Western Asset Japan and Western Asset London are indirect, wholly-owned subsidiaries of Franklin Resources, Inc.
This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the Fund’s current plans and expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and uncertainties is contained in the Fund’s filings with the SEC.
For more information about the Fund, please call Fund Investor Services: 1-888-777-0102, or consult the Fund’s web site at www.franklintempleton.com/investments/options/closed-end-funds. The information contained on the Fund’s web site is not part of this press release. Hard copies of the Fund’s complete audited financial statements are available free of charge upon request.
About Franklin Templeton
Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,500 investment professionals, and offices in major financial markets around the world, the California-based company has over 75 years of investment experience and over $1.6 trillion in assets under management as of July 31, 2024. For more information, please visit franklintempleton.com and follow us on LinkedIn, X and Facebook.
Category: Fund Announcement
Investor Contact: Fund Investor Services 1-888-777-0102
Source: Franklin Resources, Inc.
Source: Legg Mason Closed End Funds
Media Contact: Lisa Tibbitts
+1 (904) 942-4451
Lisa.Tibbitts@franklintempleton.com