0001193125-14-392379.txt : 20141103 0001193125-14-392379.hdr.sgml : 20141103 20141031194836 ACCESSION NUMBER: 0001193125-14-392379 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141103 DATE AS OF CHANGE: 20141031 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIMCO INCOME STRATEGY FUND CENTRAL INDEX KEY: 0001244183 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80794 FILM NUMBER: 141187651 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-4000 MAIL ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: PIMCO FLOATING RATE INCOME FUND DATE OF NAME CHANGE: 20030619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PIMCO INCOME STRATEGY FUND CENTRAL INDEX KEY: 0001244183 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-4000 MAIL ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: PIMCO FLOATING RATE INCOME FUND DATE OF NAME CHANGE: 20030619 SC TO-I/A 1 d813669dsctoia.htm PIMCO INCOME STRATEGY FUND PIMCO INCOME STRATEGY FUND

As filed with the Securities and Exchange Commission on November 3, 2014

 

 

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

 

 

PIMCO Income Strategy Fund

(Name of Subject Company (Issuer))

 

 

PIMCO Income Strategy Fund

(Name of Filing Person (Issuer))

Auction-Rate Preferred Shares, Series T, Series W and Series TH, Par Value $0.00001

(Title of Class of Securities)

72201H207

72201H306

72201H405

(CUSIP Number of Class of Securities)

Joshua D. Ratner

PIMCO Income Strategy Fund

1633 Broadway

New York, NY 10019

Telephone: (212) 739-3064

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

David C. Sullivan

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

Telephone: (617) 951-7000

Calculation of Filing Fee

 

Transaction Valuation   Amount of Filing Fee

$78,975,000 (a)

   $10,171.98 (b)

(a) Calculated as the aggregate book value of 3,159 shares in the offer, based on a book value of the liquidation preference of $25,000 per share.

(b) Calculated at $128.80 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:

      $10,171.98    Filing Party:      PIMCO Income Strategy Fund

Form or Registration No.:

      Schedule TO    Date Filed:      September 19, 2014

 

¨ 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.

 

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.  x

ITEMS 1 THROUGH 9.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by PIMCO Income Strategy Fund, a Massachusetts business trust (the “Fund”), on September 19, 2014, 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 T, Series W and Series TH (the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 19, 2014 (the “Offer to Purchase”) and in the Fund’s related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, the “Offer”), copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. The price to be paid for the Preferred Stock is an amount per share, net to the seller in cash, equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share) in cash, plus any unpaid dividends accrued through October 31, 2014, and one non-transferrable contingent payment right (“CPR”), which represents the contractual right to receive the CPR Payment (as defined in the Offer to Purchase), if any, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer, if properly tendered and not withdrawn prior to the Expiration Date (as defined in the Offer). The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 of this Schedule TO.

ITEM 10.

Not applicable.

ITEM 11.

Item 11 of the Schedule TO is hereby amended and supplemented to add the following:

On October 31, 2014 the Fund issued a press release announcing the final results of the Offer, which expired at 5:00 p.m., New York City time, on Friday, October 31, 2014. A copy of the press release is filed as Exhibit (a)(5)(ii) to this Schedule TO and is incorporated herein by reference.

ITEM  12. EXHIBITS.

 

Exhibit No.   Document
(a)(5)(ii)   Press Release issued on October 31, 2014.

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.

 

PIMCO Income Strategy Fund
By:  

/s/ Peter G. Strelow

Name:   Peter G. Strelow
Title:   President & Principal Executive Officer

Dated as of: October 31, 2014

EXHIBIT INDEX

 

Exhibit No.

   

Document

(a)(5)(ii)    Press Release issued on October 31, 2014.
 EX-99.(A)(5)(II) 2 d813669dex99a5ii.htm PRESS RELEASE Press Release

October 31, 2014

For information on the Tender Offers:

Financial Advisors: (800) 628-1237

Shareholders: (844) 337-4626 or (844) 33-PIMCO

PIMCO Media Relations: (212) 739-4212

PIMCO INCOME STRATEGY FUND AND PIMCO INCOME STRATEGY FUND II ANNOUNCE FINAL RESULTS OF TENDER OFFERS FOR AUCTION RATE PREFERRED SHARES

NEW YORK, NY, October 31, 2014 – PIMCO Income Strategy Fund (NYSE: PFL) and PIMCO Income Strategy Fund II (NYSE: PFN) (each, a “Fund” and, together, the “Funds”) today announced the expiration and final results for their issuer tender offers (each, a “Tender Offer” and, together, the “Tender Offers”) for up to 100% of each Fund’s outstanding auction rate preferred shares (“ARPS”) at a price equal to 90% of the ARPS’ per share liquidation preference of $25,000 per share (or $22,500 per share), and any unpaid dividends accrued through the expiration date of the Tender Offers. In addition, each tendering ARPS holder will receive one non-transferrable contingent payment right as described in the Funds’ Offer to Purchase. The Funds’ Tender Offers expired on October 31, 2014 at 5:00 p.m. New York City time. All ARPS that were validly tendered and not withdrawn during the offering period have been accepted for payment.

PIMCO Income Strategy Fund has accepted for payment 1,108 ARPS, which represents approximately 35% of its outstanding ARPS. The ARPS of the Fund that were not tendered remain outstanding.

PIMCO Income Strategy Fund II has accepted for payment 2,742 ARPS, which represents approximately 43% of its outstanding ARPS. The ARPS of the Fund that were not tendered remain outstanding.

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Any questions regarding the Tender Offers can be directed to the Funds’ Tender Agent, Deutsche Bank Trust Company Americas, at (877) 843-9767. 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 updated portfolio statistics and performance, are available at www.pimco.com/closedendfunds. The information on or accessible through www.pimco.com/closedendfunds is not incorporated by reference herein.

About PIMCO

PIMCO is a leading global investment management firm with offices in 12 countries throughout North America, Europe and Asia. Founded in 1971, PIMCO offers a wide range of innovative solutions to help millions of investors worldwide meet their needs. Our goal is to provide attractive returns while maintaining a strong culture of risk management and long-term discipline. PIMCO is the investment manager of PIMCO Income Strategy Fund and PIMCO Income Strategy Fund II and is owned by Allianz S.E., a leading global diversified financial services provider.

Except for the historical information and discussions contained herein, statements contained in this news release constitute forward-looking statements. These statements may involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the performance of financial markets, the investment performance of PIMCO’s sponsored investment

products and separately managed accounts, general economic conditions, future acquisitions, competitive conditions and government regulations, including changes in tax laws. Readers should carefully consider such factors. Further, such forward-looking statements speak only on the date at which such statements are made. PIMCO undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statement.

This material contains the current opinions of the author and not necessarily PIMCO and such opinions are subject to change without notice. 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. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed. No part of this material may be reproduced in any form, or referred to in any other publication, without express written permission. PIMCO and YOUR GLOBAL INVESTMENT AUTHORITY are trademarks or registered trademarks of Allianz Asset Management of America L.P. and Pacific Investment Management Company LLC, respectively, in the United States and throughout the world. ©2014, PIMCO