As filed with the Securities and Exchange Commission on June 29, 2015
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. 2)
LMP Corporate Loan Fund Inc.
(Name of Subject Company (issuer))
LMP Corporate Loan Fund Inc.
(Name of Filing Person (offeror))
Auction Rate Cumulative Preferred Stock, Series A and Series B, Par Value $0.001 Per Share
(Title of Class of Securities)
50208B209
50208B308
(CUSIP Number of Class of Securities)
Robert I. Frenkel
Secretary and Chief Legal Officer
LMP Corporate Loan Fund Inc.
100 First Stamford Place, 6th Floor
Stamford, Connecticut 06902
(203) 703-7046
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Sarah E. Cogan, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| $31,500,000(a) | $3,660.30(b) | |
| (a) | Calculated as the aggregate maximum purchase price to be paid for 1,400 shares in the offer, based upon a price of 90% of the liquidation preference of $25,000 per share (or $22,500 per share). |
| (b) | Previously paid. Calculated at $116.20 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: | Not applicable | Filing Party: | Not applicable | |||||
| Form or Registration No.: | Not applicable | Date Filed: | Not applicable |
| ¨ | 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 |
| x | 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 Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed by LMP Corporate Loan Fund Inc., a Maryland corporation (the “Fund”), on May 26, 2015, as amended by Amendment No. 1 filed on June 24, 2015, relating to the Fund’s offer to purchase for cash up to 100% of the Fund’s outstanding shares of Auction Rate Cumulative Preferred Stock, Series A and Series B, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the termination date of this tender offer, upon the terms and subject to the conditions contained in the Offer to Purchase dated May 26, 2015 and the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO.
Filed herewith as Exhibit (a)(5)(ii) and incorporated by reference is a copy of the press release issued by the Fund dated June 29, 2015, announcing the final results of its offer.
ITEMS 1 THROUGH 9 AND ITEM 11
The information set forth in the Offer to Purchase and the related Letter of Transmittal, each filed as an exhibit to the Fund’s Schedule TO on May 26, 2015, is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS
(a) The information set forth in the Offer to Purchase under Section 8 (“Selected Financial Information”) is incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS
| EXHIBIT NO. |
DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated May 26, 2015* | |
| (a)(1)(ii) | Form of Letter of Transmittal* | |
| (a)(1)(iii) | Form of Notice of Guaranteed Delivery* | |
| (a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
| (a)(1)(v) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
| (a)(1)(vi) | Form of Notice of Withdrawal* | |
| (a)(2) | None. | |
| (a)(3) | Not Applicable | |
| (a)(4) | Not Applicable | |
| (a)(5)(i) | Press Release issued on June 24, 2015** | |
| (a)(5)(ii) | Press Release issued on June 29, 2015 | |
| (b)(1) | Credit Agreement with State Street Bank and Trust Company* | |
| (b)(2) | Form of Eighth Amendment to Credit Agreement with State Street Bank and Trust Company* | |
| (d) | None | |
| (e) | None | |
| (g) | None | |
| (h) | None | |
| * | Previously filed with the Fund’s Schedule TO, filed May 26, 2015, and incorporated herein by reference. | |
| ** | Previously filed with Amendment No. 1 to the Fund’s Schedule TO, filed June 24, 2015, and incorporated herein by reference. | |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
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.
| LMP CORPORATE LOAN FUND INC. | ||
| By: | /s/ Kenneth D. Fuller | |
| Name: Kenneth D. Fuller | ||
| Title: Chairman, President and Chief Executive Officer | ||
| Dated: June 29, 2015 | ||
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION | |
| (a)(5)(ii) | Press Release issued on June 29, 2015 | |
Exhibit (a)(5)(ii)
LMP Corporate Loan Fund Inc.
Announces Final Results of Issuer Tender Offer for Auction Rate Preferred Stock
New York, NY (June 29, 2015) — LMP Corporate Loan Fund Inc. (the “Fund”) (NYSE: TLI) announced today the final results for its issuer tender offer for up to 100% of its outstanding Auction Rate Cumulative Preferred Stock, Series A and Series B (“ARPS”) at a price equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the termination date of the tender offer. The Fund’s tender offer expired on Tuesday, June 23, 2015 at 5:00 p.m. New York City time. All shares that were validly tendered and not withdrawn during the offering period have been accepted for payment.
The Fund has accepted for payment 686 Series A ARPS and 679 Series B ARPS, which represent 98.00% of outstanding Series A ARPS and 97.00% of outstanding Series B ARPS. In aggregate, the Fund has accepted for payment 1,365 ARPS, which represent 97.50% of its outstanding ARPS. Payment for such shares was made on June 26, 2015. The ARPS that were not tendered will remain outstanding.
Any questions about the tender offer can be directed to Deutsche Bank Trust Company Americas, the information agent for the tender offer, at (877) 843-9767.
*********************
LMP Corporate Loan Fund Inc. is a non-diversified, closed-end management investment company. The Fund’s investment objective is to maximize current income consistent with prudent efforts to preserve capital. The Fund is managed by Legg Mason Partners Fund Advisor, LLC, a wholly owned subsidiary of Legg Mason, Inc. Additional information regarding the matters addressed in the press release may be announced subsequently via press release, which can be accessed at www.lmcef.com. Hard copies of the Fund’s complete audited financial statements are available free of charge upon request.
THIS RELEASE IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF FUND SHARES. 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. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. 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 ARE CONTAINED IN THE FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
For more information, please call 1-888-777-0102 or consult the Fund’s web site at www.lmcef.com.
Media Contact: Maria Rosati — (212) 805-6036, mrosati@leggmason.com.
Legg Mason Investor Services, LLC are subsidiaries of Legg Mason, Inc.
© 2015 Legg Mason Investor Services, LLC. Member FINRA, SIPC