Virtus Convertible & Income Fund II SC TO-C, filed Sep 28, 2022
Virtus Convertible & Income Fund II (NCZ)
As filed with the Securities and Exchange Commission on September 28, 2022
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
Virtus Convertible & Income Fund II
(Name of Subject Company (Issuer))
Virtus Convertible & Income Fund II
(Name of Filing Person (Issuer))
Auction-Rate Preferred Shares, Series A, Series B, Series C, Series D and Series E, Par Value $0.00001
(Title of Class of Securities)
018825208
018825307
018825406
018825505
018825604
(CUSIP Number of Class of Securities)
Jennifer Fromm, Esq., Vice President, Chief Legal Officer, Counsel and Secretary
Virtus Investment Partners
One Financial Plaza
Hartford, CT 06103
(866) 270 7788
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing
Statement)
Copies of Communications to:
David C. Sullivan, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
CALCULATION OF FILING FEE
Transaction Valuation
|
Amount of Filing Fee
|
Not Applicable (a)
|
None (a) |
(a) 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 |
| x | 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 | ||
| x | 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 by Virtus Convertible & Income Fund II, a closed-end management investment company (the “Fund”), to purchase for cash up to 100% of the Fund’s outstanding Auction-Rate Preferred Shares upon the terms and subject to the conditions of the offer.
ITEMS 1 THROUGH 11.
Not applicable.
ITEM 12. EXHIBITS.
| Exhibit No. | Document | |
| 99.1 | Press Release issued by the Fund dated September 28, 2022 |
ITEM 13.
Not applicable.
Exhibit 99.1
 |
News Release |
Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II
Announce Tender Offers for Outstanding Auction Rate Preferred Shares
HARTFORD, CT, September 28, 2022 – Virtus Convertible & Income Fund (NCV) and Virtus Convertible & Income Fund II (NCZ) (each, a “Fund” and, together, the “Funds”), announced today that each Fund will commence a voluntary tender offer on or about September 30, 2022 (each, a “Tender Offer” and, together, the “Tender Offers”) for up to 100% of each Fund’s outstanding auction rate preferred shares (“ARPS”). The Tender Offers are expected to expire at 5:00 p.m. New York City time on a date that is at least 20 business days following the commencement date.
The terms of the Tender Offer for each Fund include the purchase, for cash, of up to 100% of the respective Fund’s issued and outstanding ARPS, at a price equal to 97.95% of the ARPS per share liquidation preference of $25,000 per share (or $24,487.50 per share), plus any unpaid ARPS dividends accrued through the expiration date of each Tender Offer, or such later date to which such Tender Offer may be extended.
This announcement is not a recommendation, an offer to purchase, or a solicitation of an offer to sell the ARPS of the Funds. The Funds will file with the Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, and other related documents (the “Tender Offer Documents”). The Tender Offer Documents will be mailed or distributed electronically to ARPS holders commencing on or about September 30, 2022. These and other filed documents also will be available to ARPS holders free of charge on the SEC’s website and on each Fund’s page in the closed-end fund section of virtus.com. ARPS holders may obtain further information regarding the Tender Offers from Georgeson LLC, the Funds’ Depositary Agent and Information Agent for the Tender Offers, by calling (866) 785-7395 for NCV and (866) 857-2624 for NCZ.
About the Fund
Virtus Convertible & Income Fund and Virtus Convertible & Income Fund II each have an investment objective to provide total return through a combination of capital appreciation and high current income. Virtus Investment Advisers, Inc. is the investment adviser and Voya Investment Management is the subadviser to the Funds. For more information on the Funds, contact Shareholder
Virtus Convertible & Income Fund and Virtus Convertible & Income Fund II - 2
Services at (866) 270-7788, by email at closedendfunds@virtus.com, or through the closed-end fund section of virtus.com.
Fund Risks
An investment in a fund is subject to risk, including the risk of possible loss of principal. A fund’s shares may be worth less upon their sale than what an investor paid for them. Shares of closed-end funds may trade at a premium or discount to their net asset value. For more information about the Funds’ investment objective and risks, please see the Funds’ annual report. A copy of the Funds’ most recent annual report may be obtained free of charge by contacting Shareholder Services as set forth at the bottom of this press release.
# # #
For Further Information:
Shareholder Services
(866) 270-7788
closedendfunds@virtus.com