SC TO-C

As filed with the Securities and Exchange Commission on June 20, 2018

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

AllianzGI Convertible & Income Fund II

(Name of Subject Company (Issuer))

AllianzGI 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)

Thomas J. Fuccillo, Esq.

c/o Allianz Global Investors U.S. LLC

1633 Broadway

New York, NY 10019

Telephone: (888) 852-3922

(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*	Not Applicable*

* A filing fee is not required in connection with this filing as it 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

☒  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.  ☐

ITEMS 1 THROUGH 11.

Not applicable.

ITEM 12. EXHIBITS.

Exhibit No.	Document
99.1	Press Release issued by the Fund dated June 20, 2018.

ITEM 13.

Not applicable.

EX-99.1

Press Release

AllianzGI Convertible & Income Fund and AllianzGI Convertible & Income Fund II

Announce Tender Offers for Outstanding Auction Rate Preferred Shares

NEW YORK, June 20, 2018 - Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), the investment manager of AllianzGI Convertible & Income Fund (NYSE: NCV) and AllianzGI Convertible & Income Fund II (NYSE: NCZ) (each, a “Fund” and, together, the “Funds”), announced today that each Fund will commence a voluntary tender offer on or about June 28, 2018 (each, a “Tender Offer” and, together, the “Tender Offers”) for up to 100% of its outstanding auction rate preferred shares (“ARPS”). The Tender Offers will expire at 5:00 p.m. New York City time on or about July 27, 2018, unless otherwise extended. The Funds expect to seek alternative financing to fund the purchase of tendered shares and replace the leverage associated with the ARPS that are tendered.

The terms of the Tender Offers 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 94% of the ARPS’ liquidation preference of $25,000 per share (or $23,500 per share), plus any unpaid 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, a related letter of transmittal and other related documents (the “Tender Offer Documents”). The Tender Offer Documents will contain additional details about the Tender Offers. ARPS holders should read the offers to purchase and tender offer statements on Schedule TO, together with the related exhibits, when those documents are filed and become available, as they will contain important information about the Tender Offers. The Tender Offer Documents will be mailed or distributed electronically to ARPS holders on or about June 28, 2018. These and other filed documents also will be available to ARPS holders free of charge on the SEC’s website at www.sec.gov and the Funds’ website at https://us.allianzgi.com/closedendfunds.

**********

For further information please contact:

Financial Advisors:	(800) 926-4456
Media Relations:	Megan Frank
	(212) 739-3501
	Megan.Frank@allianzgi.com

About Allianz Global Investors

Allianz Global Investors is a leading active asset manager with over 700 investment professionals* in 25 offices worldwide and managing more than $630 billion in assets for individuals, families and institutions.

Active is the most important word in our vocabulary. Active is how we create and share value with clients. We believe in solving, not selling, and in adding value beyond pure economic gain. We invest for the long term, employing our innovative investment expertise and global resources. Our goal is to ensure a superior experience for our clients, wherever they are based and whatever their investment needs.

Active is: Allianz Global Investors

Data as of March 31, 2018 (*as of December 31, 2017).

Disclosures

AllianzGI U.S., an indirect, wholly-owned subsidiary of Allianz Asset Management of America L.P., serves as the Funds’ investment manager and is a member of Munich-based Allianz Group.

Each Fund’s daily New York Stock Exchange closing market price for its common shares, net asset value per common share, as well as other information, including portfolio statistics and performance are available at https://us.allianzgi.com/closedendfunds or by calling the Funds’ shareholder servicing agent at (800) 254-5197.

Statements made in this release that look forward in time involve risks and uncertainties and are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in a Fund’s performance, a general downturn in the economy, competition from other companies, changes in government policy or regulation, inability to attract or retain key employees, inability to implement its operating strategy and/or acquisition strategy, and unforeseen costs and effects related to legal proceedings or investigations of governmental and self-regulatory organizations.

This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or investment product.

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