Virtus Total Return Fund Inc SC TO-I/A, filed Dec 4, 2025
Virtus Total Return Fund Inc. (ZTR)
As filed with the Securities and Exchange Commission December 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. 2 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: December 4, 2025
|
|
News Release
|
Virtus Total Return Fund Inc. Announces
Preliminary Results of Tender Offer
HARTFORD, CT, Thursday, December 4, 2025 – Virtus Total Return Fund Inc. (NYSE: ZTR) (the “Fund”) today announced preliminary results of its previously announced tender offer (“Tender Offer”) to acquire up to 10% of the Fund’s outstanding shares, which expired on December 3, 2025 at 5 p.m. (Eastern).
Approximately 15,013,106 shares were tendered, including shares tendered pursuant to notices of guaranteed delivery, based on preliminary information. With the Tender Offer oversubscribed, the relative number of shares that will be purchased from each tendering shareholder will be prorated based on the number of shares properly tendered.
The purchase price of the properly tendered and accepted shares is 98% of the Fund’s net asset value per share as of the close of regular trading on December 3, 2025, which is equal to $6.9874 per share. The Fund expects to announce the final results of the Tender Offer on or about December 8, 2025.
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 about 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.
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For Further Information:
Shareholder Services
(866) 270-7788
closedendfunds@virtus.com