As filed with the Securities and Exchange Commission on August 1, 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
Amendment No. 2
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 | |
$257,560,00(a) | $32,066.22(b) | |
(a) | Calculated as the aggregate maximum purchase price to be paid for 10,960 shares in the offer, based upon a price of 94% of the liquidation preference of $25,000 per share (or $23,500 per share). |
(b) | Calculated as $124.50 per $1,000,000 of the Transaction Valuation. |
☒ | 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: | $32,066.22 | Filing Party: | AllianzGI Convertible & Income Fund II | |||
Form or Registration No.: | Schedule TO | Date Filed: | June 28, 2018 |
☐ | 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 9 AND ITEM 11.
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO initially filed by AllianzGI Convertible & Income Fund II, a Massachusetts business trust (the Fund), on June 28, 2018, as amended by Amendment No. 1 filed on July 30, 2018, relating to the Funds 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 June 28, 2018 (the Offer to Purchase) and in the Funds 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 have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, 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)(5)(iii) and incorporated herein by reference is a copy of the press release issued by the Fund dated July 31, 2018 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)(5)(iii) | Press Release issued on July 31, 2018. |
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.
ALLIANZGI CONVERTIBLE & INCOME FUND II
| ||
By: | /s/ Thomas J. Fuccillo | |
Name: | Thomas J. Fuccillo | |
Title: | President and Chief Executive Officer |
Dated as of: July 31, 2018
EXHIBIT INDEX
Exhibit No. |
Document | |
(a)(1)(i) | Offer to Purchase dated June 28, 2018.* | |
(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)(5)(i) | Press Release issued on June 28, 2018.* | |
(a)(5)(ii) | Press Release issued on July 27, 2018.* | |
(a)(5)(iii) | Press Release issued on July 31, 2018.** | |
(d)(i) | Tender Offer Agreement, dated June 18, 2018, by and among AllianzGI Convertible & Income Fund, AllianzGI Convertible & Income Fund II, Allianz Global Investors U.S. LLC, and WFC Holdings, LLC.* | |
(d)(ii) | Tender Offer Agreement, dated June 19, 2018, by and among AllianzGI Convertible & Income Fund, AllianzGI Convertible & Income Fund II, Allianz Global Investors U.S. LLC, and RJ Securities, Inc.* |
* | Previously filed. |
** | Filed herewith. |
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Press release
July 31, 2018 |
AllianzGI Convertible & Income Fund and AllianzGI Convertible & Income Fund II
Announce Final Results of Tender Offers for Outstanding Auction Rate Preferred Shares
NEW YORK, July 31, 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 the final results of each Funds voluntary tender offer for its outstanding auction rate preferred shares (ARPS) (each, a Tender Offer and, together, the Tender Offers).
As previously announced in press releases issued on June 27, 2018 and July 27, 2018, the Funds conducted Tender Offers for up to 100% of each Funds outstanding ARPS, at a price equal to 94% of the ARPS per share 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. The Tender Offers commenced on June 28, 2018 and following an extension announced on July 27, 2018, expired at 5:00 p.m., New York City time, on July 31, 2018.
The final results of the Tender Offers are provided in the table below.
Fund Name |
Ticker Symbol |
Preferred Shares |
# of ARPS Tendered |
% of Outstanding ARPS Tendered |
||||||||||||
AllianzGI Convertible & Income Fund |
NCV | ARPS | 5,349 | 37.46 | % | |||||||||||
AllianzGI Convertible & Income Fund II |
NCZ | ARPS | 4,459 | 40.68 | % |
All of the ARPS of each of NCV and NCZ that were not tendered remain outstanding.
In connection with the Tender Offers, each of the Funds entered into a liquidity agreement with State Street Bank and Trust Company (State Street), which allowed the Fund to borrow from State Street up to $265,000,000 (NCV) and $210,000,000 (NCZ), subject to various terms and conditions (which may be used to fund some or all of the ARPS redemptions).
American Stock Transfer & Trust Company, LLC serves as the Funds depositary agent and its affiliate, AST Funds Solutions, LLC, serves as information agent (together, AST) with respect to the Tender Offers. ARPS holders may obtain further information regarding the Tender Offers from AST by calling (877) 361-7967.
**********
For further information please contact:
Financial Advisors: (800) 926-4456
ARPS Holders: (877) 361-7967
Media Relations: Robin Pertusi
(212) 739-3172
Robin.Pertusi@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 Funds 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 Funds 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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