☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
(a)(1)(i)
|
|
|
(a)(1)(ii)
|
|
|
(a)(1)(iii)
|
|
(a)(1)(iv)
|
|
|
(a)(1)(v)
(a)(2)
(a)(3)
(a)(4)
|
|
None.
Not Applicable.
Not Applicable.
|
(a)(5)(iii)
(d)
(g)
(h)
(s)
|
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None.
None.
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MFS High Yield Municipal Trust
|
||
|
By: /s/ Christopher R. Bohane
|
|
|
Name: Christopher R. Bohane
|
|
|
Title: Assistant Secretary and Assistant Clerk
|
SUMMARY TERM SHEET |
1 | |
INTRODUCTION | 6 |
|
THE OFFER | 8 |
|
1 | TERMS OF THE OFFER; EXPIRATION DATE | 8 |
2. | EXTENSION OF TENDER PERIOD, TERMINATION; AMENDMENT | 8 |
3. | PROCEDURES FOR TENDERING COMMON SHARES | 9 |
4. | WITHDRAWAL RIGHTS | 12 |
5. | ACCEPTANCE FOR PAYMENT AND PAYMENT | 12 |
6. | CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES | 13 |
7. | PRICE RANGE OF COMMON SHARES; DIVIDENDS | 16 |
8. | SOURCE AND AMOUNT OF FUNDS; EFFECT OF THE OFFER | 17 |
9. | PURPOSE OF THE OFFER | 18 |
10. | INFORMATION CONCERNING THE FUND | 19 |
11. | INTERESTS OF THE TRUSTEES AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES | 20 |
12. | LEGAL MATTERS; REGULATORY APPROVALS | 21 |
13. | CONDITIONS OF THE OFFER | 21 |
14. | FEES AND EXPENSES | 22 |
15. | MISCELLANEOUS | 22 |
16. | CONTACTING THE DEPOSITARY AND THE INFORMATION AGENT | 23 |
SECURITIES SOUGHT: |
Up to 10% of the outstanding Common Shares of the Fund
|
PRICE OFFERED PER SHARE: |
98% of the net asset value (“NAV”) of the Common Shares
|
SCHEDULED EXPIRATION DATE: |
5:00 p.m. Eastern Standard Time on November 6, 2023 (“Expiration Date”)
|
PURCHASER: |
MFS® High Yield Municipal Trust
|
•
|
The Offer expires at 5:00 p.m. Eastern Standard Time on November 6, 2023, unless the Fund extends the Offer. The later of that date and the latest time or date to which the Offer is extended is hereinafter
called the “Expiration Date.”
|
•
|
The Fund may extend the Offer period at any time. If it does, the Fund will determine the purchase price as of the close of ordinary trading on the NYSE on the new Expiration Date.
|
•
|
If the Offer period is extended, the Fund will make a public announcement of the extension no later than 9:30 a.m. Eastern Standard Time on the next business day following the previously scheduled Expiration
Date.
|
•
|
Give proper written notice to the Depositary; or
|
•
|
If your Shares are held of record in the name of a Nominee Holder, contact that firm to withdraw your tendered Shares.
|
•
|
The purchase of Shares in the Offer would result in the delisting of the Shares from the NYSE.
|
•
|
The purchase of Shares in the Offer would cause the Fund to fail to qualify and to be treated as a regulated investment company under the Internal Revenue Service Code of 1986.
|
•
|
The purchase of Shares in the Offer would result in a failure to comply with the applicable asset coverage or leverage ratio requirements applicable to the Remarketable Variable Rate MuniFund Term Preferred
Shares of the Fund that are issued and outstanding.
|
•
|
In the Board’s reasonable judgment, there is a material legal action or proceeding instituted or threatened challenging the Offer or otherwise potentially materially adversely affecting the Fund.
|
•
|
There is a suspension of or limitation on prices for trading securities generally on the NYSE, NASDAQ, or other national securities exchange(s).
|
•
|
Declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State.
|
•
|
New limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions.
|
•
|
The Board determines that the purchase of Shares might be a breach of its fiduciary duty owed to the Fund or its shareholders.
|
The Information Agent for the Offer is:
Georgeson
1290 Avenue of the Americas, 9th Floor
New York, NY 10104 (866) 541-3547 (Toll Free)
|
By First Class, Registered or Certified Mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: CMU
PO Box 43011
Providence, RI 02940-3011
|
By Express or Overnight Delivery:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: CMU
150 Royall Street, Suite V
Canton, MA 02021
|
(a) |
A properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, (or an Agent’s Message in the case of a book-entry transfer, as described in Section 3.C), and any other documents required by
the Letter of Transmittal must be received by the Depositary at its address set forth on the last page of this Offer to Purchase; and
|
(b) |
Either the certificates for the Shares must be received by the Depositary at its address set forth on the last page of this Offer to Purchase, or the tendering Shareholder must comply with the book-entry delivery procedure set forth in
Section 3.C.
|
Fiscal Quarter Ended
|
Market Price ($)
|
|||
High
|
Low
|
Close
|
||
June 30, 2021
|
$ 4.81
|
$ 4.46
|
$ 4.75
|
|
September 30, 2021
|
$ 4.87
|
$ 4.59
|
$ 4.59
|
|
December 31, 2021
|
$ 4.63
|
$ 4.43
|
$ 4.52
|
|
March 31, 2022
|
$ 4.54
|
$ 3.79
|
$ 3.87
|
|
June 30, 2022
|
$ 3.87
|
$ 3.18
|
$ 3.36
|
September 30, 2022
|
$ 3.63
|
$ 2.99
|
$ 3.01
|
|
December 31, 2022
|
$ 3.27
|
$ 2.89
|
$ 3.13
|
|
March 31, 2023
|
$ 3.39
|
$ 3.09
|
$ 3.21
|
|
June 30, 2023
|
$ 3.26
|
$ 3.10
|
$ 3.22
|
11.
|
INTERESTS OF THE TRUSTEES AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES
|
(a) |
Bulldog shall immediately withdraw the Bulldog Proposal and shall not submit any additional proposal or nominees for Trustees in connection with the Fund’s 2023 annual shareholder meeting or any adjournments or postponements thereof.
|
(b) |
Bulldog shall, from the time of the public announcement through the earlier of the day after the date of completion of the Fund’s 2025 annual meeting of shareholders or a date as the
parties may agree in writing, (i) refrain from directly or indirectly making, supporting or encouraging any shareholder proposals (including proposing any nominees for election) concerning the Fund;
(ii) vote in accordance with the recommendations of the Board of Trustees of the Fund on nominees for election as Trustees of the Fund; (iii) vote in
accordance with the recommendations of the Board of Trustees on any other matters affecting the Fund provided that Bulldog reasonably determines that voting in accordance with such recommendations does not violate any legal requirements; (iv) refrain from directly or indirectly soliciting
|
or encouraging others to vote against the recommendations of the Board of Trustees on any matters affecting the Fund; (vii) refrain from granting a proxy with respect to Shares of the Fund other
than to officers of, or other persons named as proxies by, the Fund; (viii) refrain from executing any written consent with respect to the Shares of the Fund other than as may be solicited by the
Fund; (ix) refrain from joining or participating in a group concerning the Fund; (x) refrain from seeking the removal of any member of the Board of Trustees
of the Fund; (xi) refrain from seeking control or influence over the management or policies of the Fund; and (xii) refrain from publicly disclosing any
intention, plan, proposal or arrangement or other matter inconsistent with its obligations.
|
The Information Agent for the Offer is:
Georgeson
1290 Avenue of the Americas, 9th Floor
New York, NY 10104 (866) 541-3547 (Toll Free)
|
By First Class, Registered or Certified Mail:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: CMU
PO Box 43011
Providence, RI 02940-3011
|
By Express or Overnight Delivery:
Computershare Trust Company, N.A.
c/o Voluntary Corporate Actions; COY: CMU
150 Royall Street, Suite V
Canton, MA 02021
|
DESCRIPTION OF SHARES TENDERED
|
||||
Name(s) and Address(es) of Registered Holder(s) (Please Fill in, if Blank, Exactly as Name(s) Appear(s) on Share Certificate(s))
|
Shares Tendered (Attach additional signed list, if necessary)
|
|||
[REGISTRATION
ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
CPU ACCOUNT NUMBER]
|
Share Certificate
Number(s)
|
Total Number of Shares Represented by Share Certificate(s)(1)
|
Total Number of Shares Represented by Book entry (Electronic Form) Tendered
|
Total Number of Shares Tendered(2)
|
Total Shares
|
||||
(1) Book-entry stockholders need not complete this column.
(2) Unless a lower number of Shares to be tendered is otherwise
indicated, it will be assumed that all Shares described above are being tendered.
|
☐ |
I HAVE LOST MY CERTIFICATE(S) FOR COMMON SHARES OF MFS® HIGH YIELD MUNICIPAL TRUST AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING SUCH CERTIFICATE(S). SEE INSTRUCTION 3.
|
☐ |
THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME(S) OF THE UNDERSIGNED BY THE FUND’S TRANSFER AGENT PURSUANT TO THE FUND’S DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN, IF ANY.
|
☐ |
THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY, SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“THE CODE”).
|
☐ |
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST COMPANY (“DTC”) AND COMPLETE THE FOLLOWING:
|
Name of Tendering Institution:
|
|
DTC Participant Number:
|
|
Name(s) of Registered Holder(s):
|
|
Window Ticket Number (if any):
|
|
DTC Participant Number
(if delivered by book-entry transfer): |
|
Issue |
☐ Check to:
☐ Certificate(s) or book-entry to: |
Name(s):
|
|
(Please Print)
|
|
Address(es):
|
|
(Include Zip Code)
|
|
(Taxpayer Identification or Social Security Numbers)
|
Issue |
☐ Check to:
☐ Certificate(s) or book-entry to: |
Name(s):
|
|
(Please Print)
|
|
Address(es):
|
|
(Include Zip Code)
|
|
(Taxpayer Identification or Social Security Numbers)
|
Authorized Signature:
|
|||||
Name:
|
|||||
Title:
|
|||||
Name of Firm:
|
|||||
Address, including Zip Code:
|
|||||
Telephone Number, including Area
|
|||||
Dated: __________, 2023
|
Form W-9
|
Request for Taxpayer
Identification Number and Certification
▶ Go to www.irs.gov/FormW9 for instructions and the
latest information.
|
Give Form to the requester. Do not send to the IRS.
|
|||||||||||
(Rev. October 2018)
Department of the Treasury
Internal Revenue Service
|
|||||||||||||
Print or type.
See Specific Instructions on page 3.
|
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
|
||||||||||||
2 Business name/disregarded entity name, if different from above
|
|||||||||||||
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
following seven boxes.
|
4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
Exempt payee code (if any)
Exemption from FATCA reporting
code (if any)
(Applies to accounts maintained outside the U.S.)
|
||||||||||||
☐ Individual/sole proprietor or single-member LLC ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate
|
|||||||||||||
☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member
LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is
disregarded from the owner should check the appropriate box for the tax classification of its owner.
|
|||||||||||||
☐ Other (see instructions) ▶
|
|||||||||||||
5 Address (number, street, and apt. or suite no.) See instructions.
|
Requester’s name and address (optional)
|
||||||||||||
6 City, state, and ZIP code
|
|||||||||||||
7 List account number(s) here (optional)
|
|||||||||||||
Part I
|
Taxpayer Identification Number (TIN)
|
||||||||||||
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However,
for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later.
|
Social security number
|
||||||||||||
|
|
|
|
–
|
–
|
|
|
|
|
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and
Number To Give the Requester for guidelines on whose number to enter.
|
Employer identification number
|
|
||||||||||
|
|
–
|
|
|
|
|
|
|
|
|||
Part II
|
Certification
|
IF the entity/person on line 1 is a(n) . . .
|
THEN check the box for . . .
|
• Corporation
|
Corporation
|
• Individual
• Sole proprietorship, or
• Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.
|
Individual/sole proprietor or single- member LLC
|
• LLC treated as a partnership for
U.S. federal tax purposes,
• LLC that has filed Form 8832 or
2553 to be taxed as a corporation, or
• LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is
not disregarded for U.S. federal tax purposes.
|
Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)
|
• Partnership
|
Partnership
|
• Trust/estate
|
Trust/estate
|
IF the payment is for . . .
|
THEN the payment is exempt for . . .
|
Interest and dividend payments
|
All exempt payees except for 7
|
Broker transactions
|
Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered
securities acquired prior to 2012.
|
Barter exchange transactions and patronage dividends
|
Exempt payees 1 through 4
|
Payments over $600 required to be reported and direct sales over
$5,0001
|
Generally, exempt payees
1 through 52
|
Payments made in settlement of payment card or third party network transactions
|
Exempt payees 1 through 4
|
For this type of account:
|
Give name and SSN of:
|
1. Individual
2. Two or more individuals (joint account) other than an account maintained by an FFI
3. Two or more U.S. persons
(joint account maintained by an FFI)
4. Custodial account of a minor
(Uniform Gift to Minors Act)
5. a. The usual revocable savings trust
(grantor is also trustee)
b. So-called trust account that is not a legal or valid trust under state law
6. Sole proprietorship or disregarded entity owned by an individual
7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A))
|
The individual
The actual owner of the account or, if combined funds, the first individual on the account1
Each holder of the account
The minor2
The grantor-trustee1
The actual owner1
The owner3
The grantor*
|
For this type of account:
|
Give name and EIN of:
|
8. Disregarded entity not owned by an individual
9. A valid trust, estate, or pension trust
10. Corporation or LLC electing corporate status on Form 8832 or Form 2553
11. Association, club, religious, charitable, educational, or other tax- exempt organization
12. Partnership or multi-member LLC
13. A broker or registered nominee
|
The owner
Legal entity4
The corporation
The organization
The partnership
The broker or nominee
|
For this type of account:
|
Give name and EIN of:
|
14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that
receives agricultural program payments
15. Grantor trust filing under the Form
1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))
|
The public entity
The trust
|
1. |
The Offer to Purchase dated October 6, 2023;
|
2. |
The Letter of Transmittal for your use and to be provided to your clients; and
|
3. |
Form of letter to clients, which may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee).
|
(1) |
The purchase price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to 98% of the net asset value per Share (the “NAV”) in U.S.
dollars per Share as determined by the Fund as of the close of ordinary trading on the New York Stock Exchange (“NYSE”) on November 6, 2023, or if the Offer period is extended, as of the close of ordinary trading on the NYSE on the newly
designated expiration date. The current NAV of the Fund will be calculated daily and may be obtained by calling Georgeson LLC, the Information Agent, toll free at (866) 541-3547.
|
(2) |
The Offer is not conditioned upon any minimum number of Shares being tendered.
|
(3) |
Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered (and not withdrawn) on or prior to the Expiration Date,
provided that the total number of Shares tendered does not exceed 10% of the Fund’s outstanding Shares. In the event that more than 10% of the Fund’s outstanding Shares are tendered, the Fund will purchase 10% of the Fund’s outstanding
Shares on a pro rata basis.
|
(4) |
The Fund will pay all transfer taxes on its purchase of Shares, subject to Section 5, “Acceptance for Payment and Payment” of the Offer to Purchase.
|
(5) |
Your instructions to us should be forwarded in ample time before the Expiration Date to permit us to submit a tender on your behalf.
|
By First Class, Registered or Certified Mail:
|
By Express or Overnight Delivery:
|
Computershare Trust Company N.A.
c/o Voluntary Corporate Actions; COY: CMU PO Box 43011 Providence, RI 02940-3011 |
Computershare Trust Company N.A.
c/o Voluntary Corporate Actions; COY: CMU 150 Royall Street, Suite V Canton, MA 02021 |
DESCRIPTION OF SHARES WITHDRAWN*
|
|
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on your Letter of
Transmittal
|
Shares Withdrawn**
(Please check appropriate box below)
|
1. All☐
2. Partial☐
Number of Shares Withdrawn:
|
|
* Need not be completed by holders of Shares withdrawing by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares held in Direct Registration System, including any Shares held in the Fund’s distribution reinvestment
plan, are being withdrawn.
|
a)
|
Bulldog shall immediately withdraw the Bulldog Proposals and shall not submit any additional proposal or nominees for Trustees in connection with the Fund’s 2023 annual
shareholder meeting or any adjournments or postponements thereof.
|
b)
|
Bulldog shall, from the time of the Announcement through the Release Date (as defined below):
|
BULLDOG INVESTORS, LLP |
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
|
MFS HIGH YIELD MUNICIPAL TRUST
By:_____DAVID L. DILORENZO
Name:___David L. DiLorenzo
Title:_____President
|
|
Transaction
Valuation (a)
|
Fee
rate
|
Amount of
Filing Fee (b)
|
Fees to Be Paid
|
$9,327,525.90 (c)
|
0.0001476%
|
$1,376.74
|
Fees Previously Paid
|
—
|
||
Total Transaction Valuation
|
$9,327,525.90 (c)
|
||
Total Fees Due for Filing
|
$1,376.74
|
||
Total Fees Previously Paid
|
—
|
||
Total Fee Offsets
|
—
|
||
Net Fee Due
|
|
|
$1,376.74
|
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