As filed with the Securities and Exchange Commission on January 8, 2021
UNITED STATES
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
(Final Amendment)
Western Asset Middle Market Income Fund Inc.
(Name of Subject Company (issuer))
Western Asset Middle Market Income Fund Inc.
(Name of Filing Person (offeror))
Common Stock $.001 Par Value Per Share
(Title of Class of Securities)
95790G108
(CUSIP Number of Class of Securities)
GEORGE P. HOYT
SECRETARY
WESTERN ASSET MIDDLE MARKET INCOME FUND INC.
100 FIRST STAMFORD PLACE, 6TH FLOOR
STAMFORD, CONNECTICUT 06902
(203) 703-7026
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
David W. Blass, Esq.
Ryan P. Brizek, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington D.C 20001
(202) 636-5500
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| $2,810,148(a) | $306.59(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 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: | $306.59 |
Filing Party: | Western Asset Middle Market Income Fund Inc. | |||
| Form or Registration No.: | Schedule TO | Date Filed: | December 4, 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 this 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. ☒
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on December 4, 2020 by Western Asset Middle Market Income Fund Inc., a Maryland corporation (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase for cash up to 2.5% of the Fund’s outstanding shares of Common Stock, par value $0.001 per share (the “Shares”), or up to 4,786 Shares, upon the terms and subject to the conditions contained in the Offer to Purchase dated December 4, 2020 (the “Offer to Purchase”) and the related Letter of Transmittal. As described in the offer, the Fund reserved the right to purchase up to an additional 2% of the Fund’s outstanding Shares without amending or extending the offer (the “Additional Shares”).
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., New York time, on January 6, 2021.
2. 18,220 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. Because the Offer was oversubscribed, the Fund purchased a pro rata portion of Shares tendered by each stockholder. Due to rounding and the inability to accept fractional Shares, and including any repurchase of Additional Shares, 8,615 of those Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer.
3. The Shares were repurchased at a price of $616.90, the Fund’s net asset value per Share as of 4:00 P.M., New York City Time, on January 6, 2021.
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
| EXHIBIT |
DESCRIPTION | |
| (a)(5)(i) | Press release issued on January 8, 2021 | |
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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.
| WESTERN ASSET MIDDLE MARKET INCOME FUND INC. | ||
| By: | /s/ Jane Trust | |
| Name: | Jane Trust | |
| Title: | Chairman, President and Chief Executive Officer | |
Dated: January 8, 2021
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EXHIBIT INDEX
| EXHIBIT |
DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated December 4, 2020* | |
| (a)(1)(ii) | Form of Letter of Transmittal* | |
| (a)(1)(iii) | Letter to Stockholders* | |
| (a)(5)(i) | Press release issued on January 8, 2021 (filed herewith) | |
| (b)(1) | Credit Agreement for Margin Financing with Pershing LLC.** | |
| (b)(2) | Amendment No. 1 to Credit Agreement for Margin Financing with Pershing LLC.** | |
| (b)(3) | Amendment No. 2 to Credit Agreement for Margin Financing with Pershing LLC.** | |
| (b)(4) | Amendment No. 3 to Credit Agreement for Margin Financing with Pershing LLC.** | |
| (b)(5) | Amendment No. 4 to Credit Agreement for Margin Financing with Pershing LLC.*** | |
| (b)(6) | Amendment No. 5 to Credit Agreement for Margin Financing with Pershing LLC.† | |
| (b)(7) | Amendment No. 6 to Credit Agreement for Margin Financing with Pershing LLC.†† | |
| * | Previously filed with Schedule TO-I on December 4, 2020. |
| ** | Previously filed with Schedule TO-I on February 29, 2016. |
| *** | Previously filed with Schedule TO-I on September 6, 2016. |
| † | Previously filed with Schedule TO-I on June 4, 2018. |
| †† | Previously filed with Schedule TO-I on September 4, 2019 |
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Exhibit (a)(5)(i)
WESTERN ASSET MIDDLE MARKET INCOME FUND INC.
ANNOUNCES FINAL RESULTS OF TENDER OFFER
Symbol: XWMFX
NEW YORK – (Business Wire) –January 8, 2021. Western Asset Middle Market Income Fund Inc. (XWMFX) announced today the final results of its issuer tender offer for up to 2.5% of the outstanding common stock (“Shares”) or 4,786 Shares of the Fund at a price equal to the Fund’s net asset value per Share on the day on which the tender offer expired. As described in the offer, the Fund reserved the right to purchase up to an additional 2% of the Fund’s outstanding Shares without amending or extending the offer (the “Additional Shares”). The Fund’s offer expired on January 6, 2021.
A total of 18,220 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeds 4,786 Shares, the tender offer is oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund will purchase Shares from all tendering stockholders on a pro rata basis, excluding any odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, including the impact of any Additional Shares purchased but excluding any odd lot transactions and disregarding fractions, approximately 44% of Shares for each stockholder who properly tendered Shares have been accepted for payment. The purchase price of properly tendered Shares is $616.90 per Share, equal to the per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on January 6, 2021. The Fund expects to transmit payment to purchase the duly tendered and accepted Shares on or about January 8, 2021. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
Any questions about the tender offer can be directed to Georgeson LLC, the information agent for the tender offer, at (866) 431-2110.
THIS PRESS RELEASE IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF FUND SHARES. THIS PRESS RELEASE MAY CONTAIN STATEMENTS REGARDING PLANS AND EXPECTATIONS FOR THE FUTURE THAT CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON THE FUND’S CURRENT PLANS AND EXPECTATIONS, AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. ADDITIONAL INFORMATION CONCERNING SUCH RISKS AND UNCERTAINTIES ARE CONTAINED IN THE FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
Western Asset Middle Market Income Fund Inc. is a non-diversified closed-end management investment company. Legg Mason Partners Fund Advisor, LLC, the Fund’s manager, is an indirect, wholly-owned subsidiary of Franklin Resources Inc. (“Franklin Resources”) and the Fund’s subadvisers, Western Asset Management Company, LLC, Western Asset Management Company Limited, Western Asset Management Company Ltd. and Western Asset Management Company Pte. Ltd., also are indirect wholly-owned subsidiaries of Franklin Resources.
Data and commentary provided in this press release are for informational purposes only. Franklin Resources and its affiliates do not engage in selling shares of the Fund. Hard copies of the Fund’s complete audited financial statements are available free of charge upon request.
For more information, please call 1-888-777-0102 or consult the Fund’s web site at www.lmcef.com.
Legg Mason Investor Services, LLC is a subsidiary of Franklin Resources.
© 2021 Legg Mason Investor Services, LLC. Member FINRA, SIPC
Category: Fund Announcement
Source: Franklin Resources, Inc.
Source: Legg Mason Closed End Funds
Media Contact: Fund Investor Services-1-888-777-0102