SC TO-I/A

 As filed with the Securities and Exchange Commission on November 4, 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

Amendment No. 1

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
159,193,238 (a)	14,757.21 (b)

(a) Calculated as the aggregate maximum purchase price to be paid for 6,501 shares in the offer, based upon a price of 97.95% of the liquidation preference of $25,000 per share (or $24,487.50 per share).

(b) Calculated as $92.70 per $1,000,000 of the Transaction Valuation.

x 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:	$14,757.21	Filing Party:	Virtus Convertible & Income Fund II
Form or Registration No.:	Schedule TO	Date Filed:	October 3, 2022

¨ 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. x

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) 

ITEMS 1 THROUGH 9 and Item 11.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by Virtus Convertible & Income Fund II, a Massachusetts business trust (the “Fund”) relating to the Fund’s offer to purchase for cash up to 100% of its outstanding shares of preferred stock, $0.00001 par value and a liquidation preference of $25,000 per share, designated Auction-Rate Preferred Shares, Series A, Series B, Series C, Series D and Series E (the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 30, 2022 (the “Offer to Purchase”) and in the Fund’s related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, the “Offer”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Amendment.

Filed herewith as Exhibit (a)(1)(ix) and incorporated herein by reference is a copy of the press release issued by the Fund dated November 3, 2022 announcing the results of its Offer.

ITEM 10.

Not applicable.

ITEM 12. EXHIBITS.

Item 12 is hereby amended to add the following exhibit.

Exhibit No.	Document
(a)(1)(ix)	Press Release issued by the Fund dated November 3, 2022.

ITEM 13.

Not applicable.

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 CONVERTIBLE & INCOME FUND II
By:	/s/ Jennifer Fromm, Esq.
Name:	Jennifer Fromm, Esq.
Title:	Vice President, Chief Legal Officer, Counsel, and Secretary

Dated as of: November 4, 2022

EXHIBIT INDEX

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated September 30, 2022.
(a)(1)(ii)	Form of Letter of Transmittal.
(a)(1)(iii)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)	Form of Letter to Clients
(a)(1)(v)	Form of Notice of Withdrawal.
(a)(1)(vi)	Form of Notice of Guaranteed Delivery
(a)(1)(vii)	Tender Offer Agreement, date September 19, 2022, by and among Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Investment Advisers, Inc., and UBS Securities LLC.
(a)(1)(viii)	Press Release issued by the Fund dated September 28, 2022.
(a)(1)(ix)	Press Release issued by the Fund dated November 3, 2022.

EX-99.(A)(1)(IX)

Exhibit 99.(a)(1)(ix)

News Release

Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II
Announce Final Results of ARPS Tender Offers

NCZ declares October distribution; starts process to pay
previously declared common share distribution

HARTFORD, CT, November 3, 2022 –Virtus Convertible & Income Fund (NYSE: NCV) and Virtus Convertible & Income Fund II (NYSE: NCZ) (each, a “Fund” and, together, the “Funds”), today announced final results for each Fund’s voluntary tender offer (each, a “Tender Offer” and, together, the “Tender Offers”) for up to 100% of its outstanding auction rate preferred shares (“ARPS”). The Tender Offers expired at 5:00 p.m., New York City time, on November 1, 2022.

Based upon current information, 8,902 shares (approximately 99.7% of outstanding ARPS) were tendered for NCV and 6,452 shares (approximately 99.2% of outstanding ARPS) were tendered for NCZ. Payment for such shares will be made on or about November 2, 2022. All of the ARPS of each of NCV and NCZ that were not tendered remain outstanding.

The purchase price of properly tendered shares is 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.

As a result of the tender offer, NCZ has reached the minimum asset coverage ratio for total leverage required under its organizational documents for the declaration and payment of dividends. The Fund therefore will begin to process its monthly distribution of $0.0375 per common share that was previously scheduled to be paid on October 3, 2022 to shareholders of record as of September 12, 2022, with a new pay date of November 4, 2022. In addition, the monthly distribution of $0.0375 per common share, which was originally scheduled to be declared on October 3, will be paid on December 1, 2022 to shareholders of record as of November 15, 2022 (ex-dividend date of November 14, 2022).

About the Funds

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

Virtus Convertible & Income Fund and Virtus Convertible & Income Fund II - 2

Management is the subadviser to the Funds. For more information on the Funds, 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 net asset value. For more information about each Fund’s investment objective and risks, please see the Fund’s annual report, a copy of which may be obtained free of charge by contacting Shareholder Services as set forth at the bottom of this release.

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For Further Information:
Shareholder Services
(866) 270-7788

closedendfunds@virtus.com