SC TO-I/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934)

(Final Amendment)

PIONEER FLOATING RATE TRUST

(Name of Subject Company (Issuer))

PIONEER FLOATING RATE TRUST

(Name of Filing Person (Issuer))

Common Shares of Beneficial Interest, No Par Value

(Title of Class of Securities)

72369J102

(CUSIP Number of Class of Securities)

Terrence J. Cullen, Esq. General Counsel & Chief Legal Officer Amundi Pioneer Asset Management, Inc. 60 State Street Boston, MA 02109-1820 (617) 742-7825 Christopher J. Kelley, Esq. Chief Legal Officer & Secretary Pioneer Floating Rate Trust 60 State Street Boston, MA 02109-1820 (617) 742-7825

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

CALCULATION OF FILING FEE

TRANSACTION VALUATION	AMOUNT OF FILING FEE:
$135,237,413(a)	$14,754.40(b)

(a) Calculated as the aggregate maximum purchase price to be paid for Shares in the offer.

(b) Calculated at $109.10 per $1,000,000 (0.0001091) of the Transaction Valuation.

☒ Check 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: $14,754.40	Filing Party: Pioneer Floating Rate Trust
Form or Registration No.: Schedule TO	Date Filed: November 23, 2020

☐ 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 amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Statement”) initially filed by Pioneer Floating Rate Trust, a Delaware statutory trust (the “Fund”), on November 23, 2020, relating to the Fund’s offer to purchase for cash up to 50% of the issued and outstanding common shares of beneficial interest of the Fund (the “Shares”), or 12,369,087 Shares, at a price per Share equal to 98.5% of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange on December 23, 2020, or if the offer is extended, on the next trading day after the day to which the offer is extended, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”), copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Statement filed on November 23, 2020.

Filed herewith as Exhibits (a)(5)(iii) and (a)(5)(iv) and incorporated by reference are copies of the press releases issued by the Fund dated December 23, 2020 and December 28, 2020, announcing the preliminary and final results of its Offer.

ITEM 10. FINANCIAL STATEMENTS.

(a) The information in the Offer to Purchase in Section 15 (“Selected Financial Information”) is incorporated herein by reference.

(b) Not applicable.

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The following information is furnished pursuant to Rule 13e-4(c)(4):

1. The Offer expired at 5:00 p.m., Eastern Standard Time, on December 22, 2020.

2. 14,319,731 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. The number of shares tendered exceeded the number of Shares offered to purchase. The Fund accepted 12,369,087 duly tendered and not withdrawn Shares, representing 50% of the Fund’s outstanding Shares. Because the Offer was oversubscribed, all tendered Shares were subject to pro-ration in accordance with the terms of the Offer.

3. The Shares were repurchased at a price of $11.0616, 98.5% of the Fund’s net asset value per Share as of the close of regular trading on the New York Stock Exchange on December 23, 2020.

Except as specifically provided herein, the information contained in the Statement, as amended, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Letter of Transmittal.

ITEM 12. EXHIBITS.

(a)(1)(i)	Offer to Purchase(1)
(a)(1)(ii)	Letter of Transmittal(1)
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(1)
(a)(1)(iv)	Letter to Clients and Client Instruction Form(1)
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(i)	Press Release dated August 31, 2020(1)
(a)(5)(ii)	Press Release dated November 23, 2020(1)
(a)(5)(iii)	Press Release dated December 23, 2020 (filed herewith)
(a)(5)(iv)	Press Release dated December 28, 2020 (filed herewith)

(b)	Not applicable
(d)(1)	Standstill Agreement dated as of August 31, 2020 by and among Saba Capital Management, L.P., the Fund and Amundi Pioneer Asset Management, Inc.(1)
(d)(2)	Management Agreement between Amundi Pioneer Asset Management, Inc. and the Fund(1)
(d)(3)	Custodian Agreement between Brown Brothers Harriman & Co. and the Fund(1)
(d)(4)	Transfer Agency and Registrar Services Agreement between American Stock Transfer & Trust Company, LLC and the Fund(1)
(d)(5)	Amended and Restated Administration Agreement between Amundi Pioneer Asset Management, Inc. and the Fund(1)
(d)(6)	Sub-Administration Agreement between Brown Brothers Harriman & Co. and the Fund(1)
(g)	Not applicable
(h)	Not applicable

⁽¹⁾  Previously filed on Schedule TO-I via EDGAR on November 23, 2020.

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.

PIONEER FLOATING RATE TRUST

/s/ Lisa M. Jones

Lisa M. Jones

President and Chief Executive Officer

December 29, 2020

EXHIBIT INDEX

EXHIBIT	DESCRIPTION
(a)(5)(iii)	Press Release dated December 23, 2020 (filed herewith)
(a)(5)(iv)	Press Release dated December 28, 2020 (filed herewith)

EX-99.(A)(5)(III)

PIONEER FLOATING RATE TRUST ANNOUNCES EXPIRATION OF TENDER OFFER AND PRELIMINARY RESULTS OF TENDER OFFER

FOR IMMEDIATE RELEASE

December 23, 2020

Boston, Massachusetts — Pioneer Floating Rate Trust (NYSE: PHD) (the “Fund”) announced today the expiration and preliminary results for the previously announced tender offer for up to 50% of the Fund’s outstanding common shares (the “Shares”). The Fund’s tender offer expired on Tuesday, December 22, 2020, at 5:00 p.m. Eastern Standard Time (the “Expiration Date”).

Based on current information, approximately 14,319,731 Shares were duly tendered and not withdrawn through the Expiration Date. The purchase price and final number of Shares validly tendered and accepted pursuant to the tender offer will be announced at a later date. The Fund expects to make cash payments for tendered and accepted Shares at a purchase price equal to 98.5% of the net asset value per Share as of the close of regular trading on the New York Stock Exchange on December 23, 2020. Payment for such Shares will be made on or about December 28, 2020. Shares that were not tendered will remain outstanding.

Any questions about the tender offer can be directed to AST Fund Solutions, LLC, the information agent for the tender offer, toll free at (877) 478-5039.

About Pioneer Floating Rate Trust

The Fund is a closed-end investment company traded on the NYSE under the symbol PHD. The Fund seeks a high level of current income. The Fund also seeks capital preservation as a secondary objective to the extent consistent with its primary objective.

About Amundi Pioneer Asset Management

Amundi Pioneer is the U.S. business of Amundi, Europe’s largest asset manager by assets under management and ranked among the ten largest globally[1]. Boston is one of Amundi’s six main global investment hubs and offers a broad range of fixed-income, equity, and multi-asset investment solutions in close partnership with wealth management firms, distribution platforms, and institutional investors across the Americas, Europe, and Asia-Pacific. Our long history of proprietary research, robust risk management, disciplined investment processes, and strong client relationships has made Amundi Pioneer an investment advisor of choice among leading institutional and individual investors worldwide. Amundi Pioneer had approximately $89 billion in assets under management as of September 30, 2020.

^[1] Source IPE “Top 500 asset managers” published in June 2020 and based on AUM as of end December 2019.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), and such statements are intended to qualify for the safe harbors from liability established by the PSLRA. All statements other than statements of historical fact are forward-looking and can sometimes be identified as such by the context of the statements, including words such as “believe,” “could,” “expect,” “anticipate,” “plan,” “may,” “will,” “would,” “should,” “intend,” “possible,” “continue” “project,” “estimate,” “guidance” and other similar terms and phrases, whether in the negative or affirmative, although not all forward-looking statements include these words. Similarly, statements that describe the objectives, plans, or goals of the Fund or its investment adviser are forward-looking. Such forward-looking statements are based upon the Fund’s current plans, estimates and expectations and are not a representation

that such plans, estimates, or expectations will be achieved. Because such statements include risks, uncertainties and contingencies, actual events may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Additionally, past performance is no guarantee of future results. Additional information concerning such risks and uncertainties are or will be contained in the Fund’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Fund’s Annual Report to Shareholders on Form N-CSR for the fiscal year ended November 30, 2019, and its subsequent filings with the SEC which are available at http://www.sec.gov. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Except as required by applicable law, the Fund undertakes no obligation to update publicly these statements for any reason, whether to reflect new information or the occurrence of unanticipated events or otherwise, following the date of this press release.

Visit amundipioneer.com/us for more information.

Follow us on www.linkedin.com/company/amundi-pioneer and https://twitter.com/amundipioneer.

Shareholder Inquiries: Please contact your financial advisor or visit amundipioneer.com/us.

Broker/Advisor Inquiries Please Contact: 800-622-9876

Media Inquiries Please Contact: Geoff Smith, 617-422-4758

Amundi Pioneer Distributor, Inc., Member SIPC

^©2020 Amundi Pioneer Asset Management

EX-99.(A)(5)(IV)

PIONEER FLOATING RATE TRUST ANNOUNCES FINAL RESULTS OF TENDER OFFER

FOR IMMEDIATE RELEASE

December 28, 2020

Boston, Massachusetts — Pioneer Floating Rate Trust (NYSE: PHD) (the “Fund”) announced today the final results for the previously announced issuer tender offer for up to 50% of the Fund’s outstanding common shares (the “Shares”). The Fund’s tender offer expired on Tuesday, December 22, 2020, at 5:00 p.m. Eastern Standard Time.

The Fund has accepted 12,369,087 duly tendered and not withdrawn Shares, representing approximately 50% of the Fund’s outstanding Shares. The Shares accepted for tender were repurchased at a price of $11.0616, equal to 98.5% of the net asset value per Share of $11.23 as of the close of regular trading on the New York Stock Exchange on December 23, 2020, the pricing date stated in the Offer to Purchase. Because the total number of Shares tendered exceeds the number of Shares offered to purchase, all tendered Shares are subject to pro-ration in accordance with the terms of the Offer to Purchase. Under final pro-ration, 86.4% of the Shares tendered will be accepted for payment, subject to adjustment for fractional shares. Payment for the accepted Shares will be made on or about December 28, 2020. Following the purchase of the tendered Shares, the Fund will have approximately 12,369,087 Shares outstanding.

Any questions about the tender offer can be directed to AST Fund Solutions, LLC, the information agent for the tender offer, toll free at (877) 478-5039.

About Pioneer Floating Rate Trust

The Fund is a closed-end investment company traded on the NYSE under the symbol PHD. The Fund seeks a high level of current income. The Fund also seeks preservation of capital as a secondary objective to the extent consistent with its primary objective.

About Amundi Pioneer Asset Management

Amundi Pioneer is the U.S. business of Amundi, Europe’s largest asset manager by assets under management and ranked among the ten largest globally[1]. Boston is one of Amundi’s six main global investment hubs and offers a broad range of fixed-income, equity, and multi-asset investment solutions in close partnership with wealth management firms, distribution platforms, and institutional investors across the Americas, Europe, and Asia-Pacific. Our long history of proprietary research, robust risk management, disciplined investment processes, and strong client relationships has made Amundi Pioneer an investment advisor of choice among leading institutional and individual investors worldwide. Amundi Pioneer had approximately $89 billion in assets under management as of September 30, 2020.

^[1] Source IPE “Top 500 asset managers” published in June 2020 and based on AUM as of end December 2019.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), and such statements are intended to qualify for the safe harbors from liability established by the PSLRA. All statements other than statements of historical fact are forward-looking and can sometimes be identified as such by the context of the statements, including words such as “believe,” “could,” “expect,” “anticipate,” “plan,” “may,” “will,” “would,” “should,” “intend,” “possible,” “continue” “project,” “estimate,” “guidance” and other similar terms and phrases, whether in the negative or affirmative, although not all forward-looking statements include these words. Similarly, statements that describe the objectives, plans, or goals of the Fund or its investment adviser are forward-looking. Such forward-looking statements are based upon the Fund’s current plans, estimates and expectations and are not a representation that such plans, estimates, or expectations will be achieved. Because such statements include risks, uncertainties and

contingencies, actual events may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Additionally, past performance is no guarantee of future results. Additional information concerning such risks and uncertainties are or will be contained in the Fund’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Fund’s Annual Report to Shareholders on Form N-CSR for the fiscal year ended November 30, 2019, and its subsequent filings with the SEC which are available at http://www.sec.gov. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Except as required by applicable law, the Fund undertakes no obligation to update publicly these statements for any reason, whether to reflect new information or the occurrence of unanticipated events or otherwise, following the date of this press release.

Visit amundipioneer.com/us for more information.

Follow us on www.linkedin.com/company/amundi-pioneer and https://twitter.com/amundipioneer.

Shareholder Inquiries: Please contact your financial advisor or visit amundipioneer.com/us.

Broker/Advisor Inquiries Please Contact: 800-622-9876

Media Inquiries Please Contact: Geoff Smith, 617-422-4758

Amundi Pioneer Distributor, Inc., Member SIPC

©2020 Amundi Pioneer Asset Management