As filed with the Securities and Exchange Commission on July 26, 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
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)
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 | |
| $44,609,250 (a) |
$5,406.64 (b) | |
(a) Calculated as the aggregate maximum purchase price to be paid for 2,051 shares in the offer, based upon a price of 87% of the liquidation preference of $25,000 per share (or $21,750 per share).
(b) Calculated at $121.20 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: $5,406.64 |
Filing Party: PIMCO Income Strategy Fund | |
| Form or Registration No.: Schedule TO |
Date Filed: June 25, 2019 | |
| ☐ | 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. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Statement”) initially filed by PIMCO Income Strategy Fund, a Massachusetts business trust (the “Fund”). This Schedule TO relates 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 June 25, 2019 (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, constitutes 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 87% of the liquidation preference of $25,000 per share (or $21,750 per share) in cash, plus any unpaid dividends accrued through the Expiration Date (as defined in the Offer), 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. 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.
This Amendment is the final amendment to the Statement and is being filed to report the results of the Offer. Filed herewith as Exhibit (a)(5)(ii) and incorporated herein by reference is a copy of the press release issued by the Fund dated July 26, 2019 announcing the results of the Offer.
ITEM 10.
Not applicable.
ITEM 12. EXHIBITS.
Item 12 is hereby amended to add the following exhibit.
| Exhibit No. | Document | |
| (a)(5)(ii) | Press Release issued on July 26, 2019. | |
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/ Eric D. Johnson | |
| Name: |
Eric D. Johnson | |
| Title: |
President | |
Dated as of: July 26, 2019
EXHIBIT INDEX
| Exhibit No. |
Document | |
| (a)(1)(i) | Offer to Purchase dated June 25, 2019.* | |
| (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)
(a)(5)(i) |
Form of Notice of Withdrawal.*
Press Release issued on June 25, 2019.** | |
| (a)(5)(ii) | Press Release issued on July 26, 2019.*** | |
| (d)(i) | Tender Offer Agreement, dated June 13, 2019, by and among PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, Pacific Investment Management Company LLC and RJ Securities, Inc.* | |
| (d)(ii) | Tender Offer Agreement, dated June 14, 2019, by and among PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, Pacific Investment Management Company LLC and RiverNorth Capital Management, LLC, on behalf of the investment funds and accounts it manages.* | |
* Previously filed on Schedule TO via EDGAR on June 25, 2019 and incorporated herein by reference.
** Previously filed on Schedule TO-C via EDGAR on June 18, 2019 and incorporated herein by reference.
*** Filed herewith.
July 26, 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 FINAL RESULTS OF TENDER OFFERS FOR AUCTION RATE PREFERRED SHARES
NEW YORK, NY, July 26, 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 the expiration and final results of each Fund’s previously announced voluntary tender offer (each, a “Tender Offer” and, together, the “Tender Offers”) for up to 100% of the Fund’s 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 Offers. The Tender Offers expired on July 25, 2019, at 5:00 p.m. New York City time. All ARPS that were validly tendered and not withdrawn during the offering period of the Tender Offers have been accepted for payment as set forth below.
PTY has accepted for payment 1,012 ARPS, which represents approximately 10.63% of its outstanding ARPS, and 8,506 ARPS will remain outstanding.
PCN has accepted for payment 1,280 ARPS, which represents approximately 57.63% of its outstanding ARPS, and 941 ARPS will remain outstanding.
PFL has accepted for payment 243 ARPS, which represents approximately 11.85% of its outstanding ARPS, and 1,808 ARPS will remain outstanding.
PFN will accept for payment 201 ARPS, which represents approximately 5.44% of its outstanding ARPS, and 3,497 ARPS will remain outstanding.
PHK will accept for payment 1,757 ARPS, which represents approximately 43.07% of its outstanding ARPS, and 2,322 ARPS will remain outstanding.
All ARPS that were not tendered will remain outstanding, and the terms of the outstanding ARPS will remain the same as prior to the Tender Offers.
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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 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.