Virtus Total Return Fund Inc SC TO-I/A, filed Nov 4, 2025
Virtus Total Return Fund Inc. (ZTR)
As filed with the Securities and Exchange Commission November 4, 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
Virtus Total Return Fund Inc.
(Name of Subject Company (Issuer))
Virtus Total Return Fund Inc.
(Name of Filing Persons (Offeror))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
92835W107
(CUSIP Number of Class of Securities)
Kathryn Santoro
Vice President, Chief Legal Officer & Secretary for Registrant
One Financial Plaza
Hartford, CT 06103-2608
866-270-7788
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
| ☐ | 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. |
| ☒ | 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: ☐
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) |
INTRODUCTORY STATEMENT
This Amendment No. 1 amends the Tender Offer Statement on Schedule TO originally filed by Virtus Total Return Fund Inc. (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on November 3, 2025.
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.
| VIRTUS TOTAL RETURN FUND INC. |
| /s/ Kathryn L. Santoro |
| Name: Kathryn L. Santoro |
| Title: Secretary |
Dated: November 4, 2025
|
News Release |
Virtus Total Return Fund Inc. Announces
Commencement of Tender Offer
HARTFORD, CT, November 3, 2025 – Virtus Total Return Fund Inc. (NYSE: ZTR) (the “Fund”) today announced the commencement of a tender offer (“Tender Offer”) that will begin on November 3, 2025, and expire at 5 p.m. (Eastern) on December 3, 2025 (the “Expiration Date”), which will also be the pricing date, unless the Tender Offer is extended. The Tender Offer was previously announced as a conditional tender offer subject to certain factors that have been determined to have been met.
The Fund intends to acquire up to 10% of its outstanding shares in exchange for cash at a price equal to 98% of the Fund’s net asset value (net of expenses related to the Tender Offer) as of the close of regular trading on the Expiration Date. If more than 10% of the Fund’s then outstanding shares are tendered, the Fund intends to purchase shares from all tendering shareholders on a pro rata basis, based on the number of shares tendered by each shareholder.
The Tender Offer is being made on the terms and subject to the conditions set forth in the Fund’s Tender Offer statement and related Letter of Transmittal that have been filed with the Securities and Exchange Commission (“SEC”).
About the Fund
Virtus Total Return Fund Inc. is a diversified closed-end fund whose investment objective is capital appreciation, with income as a secondary objective. Virtus Investment Advisers, LLC is the investment adviser and Duff & Phelps Investment Management Co. and Newfleet Asset Management are the subadvisers to the Fund. For more information on the Fund, contact shareholder services at (866) 270-7788, by email at closedendfunds@virtus.com, or through the Closed-End Funds 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 NAV. For more information about the Fund’s investment objective and risks, please see the Fund’s annual report. A copy of the Fund’s most recent annual report may be obtained free of charge by contacting “Shareholder Services” as set forth at the bottom of this press release.
Virtus Total Return Fund Inc. - 2
The Tender Offer will only be made pursuant to a tender offer statement on Schedule TO containing an offer to purchase, a related letter of transmittal and other documents filed with the SEC as exhibits to the tender offer statement on Schedule TO (collectively, the “Tender Offer Materials”), with all such documents made available on the SEC’s website at sec.gov. The Fund will also make available to shareholders, without charge, the offer to purchase, the letter of transmittal, and other necessary documents related to the Tender Offer. Shareholders should read any Tender Offer Materials carefully and, in their entirety, when and if they become available, as well as any amendments or supplements thereto, as they would contain important information about the Tender Offer.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state.
Investing involves risk and it is possible to lose money on any investment in the Fund.
# # #
For Further Information:
Shareholder Services
(866) 270-7788
closedendfunds@virtus.com