As filed with the Securities and Exchange Commission on June 18, 2019
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
PIMCO Income Strategy Fund
(Name of Subject Company (Issuer))
PIMCO Income Strategy Fund
(Name of Filing Persons (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)
Ryan Leshaw
c/o Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, California 92660
Telephone: (844) 337-4626
(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) 951-7362 |
Calculation of Filing Fee
| Transaction Valuation* | Amount Of Filing Fee* | |
| Not Applicable | Not Applicable | |
| * | No filing fee is required because this filing includes only 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 | 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 1-11.
Not applicable.
| ITEM 12. | EXHIBITS. |
|
Exhibit |
Document | |
| 99.1 | Press Release issued on June 17, 2019. | |
ITEM 13.
Not applicable.
June 17, 2019
For information on the Tender Offers:
Financial Advisors: (800) 628-1237
Shareholders: (844) 337-4626 or (844) 33-PIMCO
PIMCO Media Relations: (212) 597-1054
PIMCO CORPORATE & INCOME OPPORTUNITY FUND, PIMCO CORPORATE & INCOME STRATEGY FUND, PIMCO INCOME STRATEGY FUND, PIMCO INCOME STRATEGY FUND II AND PIMCO HIGH INCOME FUND ANNOUNCE INTENTION TO CONDUCT TENDER OFFERS FOR AUCTION RATE PREFERRED SHARES
NEW YORK, NY, June 17, 2019 – PIMCO Corporate & Income Opportunity Fund (NYSE: PTY), PIMCO Corporate & Income Strategy Fund (NYSE: PCN), PIMCO Income Strategy Fund (NYSE: PFL), PIMCO Income Strategy Fund II (NYSE: PFN) and PIMCO High Income Fund (NYSE: PHK) (each, a “Fund” and, together, the “Funds”) today announced that the Board of Trustees of each Fund has authorized each Fund to conduct a voluntary tender offer (each, a “Tender Offer” and, together, the “Tender Offers”) for up to 100% of its outstanding auction rate preferred shares (“ARPS”) at a price equal to 87%, with respect to PCN, PFL and PFN, 88%, with respect to PHK, and 93%, with respect to PTY, of the ARPS’ per share liquidation preference of $25,000 per share (or $21,750 per share for PCN, PFL and PFN, $22,000 per share for PHK and $23,250 per share for PTY) and any unpaid dividends accrued through the expiration date of the Tender Offer. Each Tender Offer will commence on or about June 25, 2019.
Each Fund’s Tender Offer will be conditioned on certain conditions as will be set forth in each Fund’s offer to purchase and related letter of transmittal when they are filed and become available.
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell ARPS of the Funds. The Funds have not yet commenced the Tender Offers described in this press release. Upon commencement of the Tender Offers, the Funds will file with the Securities and Exchange Commission 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, when available, will be sent electronically to holders of the ARPS. ARPS holders can also obtain the Tender Offer Documents free of charge when they are filed and become available on the Securities and Exchange Commission’s website at www.sec.gov. ARPS holders should read these documents and related exhibits for the applicable Fund when they are filed and become available as the documents will contain important information about each Fund’s Tender Offer.
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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 one of the world’s premier fixed income investment managers. With our launch in 1971 in Newport Beach, California, PIMCO introduced investors to a total return approach to fixed income investing. In the 45+ years since, we have continued to bring innovation and expertise to our partnership with clients seeking the best investment solutions. Today we have offices across the globe and 2,150+ professionals united by a single purpose: creating opportunities for investors in every environment. PIMCO 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 statements.
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. Neither the Funds, nor the Funds’ Boards of Trustees, nor PIMCO, makes any recommendation as to whether to tender or not to tender any ARPS in the Tender Offers. No part of this material may be reproduced in any form, or referred to in any other publication, without express written permission. PIMCO is a trademark of Allianz Asset Management of America L.P. in the United States and throughout the world. ©2019, PIMCO