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. 4
MFS Investment Grade Municipal Trust
(Name of Subject Company (Issuer))
MFS Investment Grade Municipal Trust
(Name of Filing Person (Issuer))
Municipal Auction Rate Cumulative Preferred Shares, Series M, Without Par
(Title of Class of Securities)
59318B207
(CUSIP Number of Class of Securities)
Susan S. Newton
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116
Telephone: (617) 951-7000
(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) 951-7000
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee | |
| $46,312,500 (a) | $5,307.42 (b) |
(a) Calculated as the aggregate maximum purchase price to be paid for 1,950 shares in the offer, based upon a price of 95% of the liquidation preference of $25,000 per share (or $23,750 per share).
(b) Calculated at $114.60 per $1,000,000 of the Transaction Valuation.
| þ | 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: $5,307.42 |
Filing Party: MFS Investment Grade Municipal Trust | |
| Form or Registration No.: Schedule TO |
Date Filed: August 9, 2012 | |
| ¨ | 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. |
| x | 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. x
ITEMS 1 THROUGH 9 AND ITEM 11.
This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed by MFS Investment Grade Municipal Trust, a Massachusetts business trust (the “Trust”) on August 9, 2012, as amended by Amendment No. 1 filed on August 23, 2012, Amendment No. 2 filed on August 31, 2012, and Amendment No. 3 filed on September 7, 2012, relating to the Trust’s offer to purchase for cash up to 100% of its outstanding shares of preferred stock, without par value and a liquidation preference of $25,000 per share, designated Municipal Auction Rate Cumulative Preferred Shares, Series M (the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Trust’s Offer to Purchase dated August 9, 2012 (the “Offer to Purchase”) and the 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, constitute the “Offer”), copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.
Filed herewith as Exhibit (a)(5)(vi) and incorporated by reference is a copy of the press release issued by the Fund dated September 12, 2012, announcing the results of its Offer.
ITEM 10.
Not applicable.
ITEM 12. EXHIBITS.
Item 12 is hereby amended to add the following exhibit.
| Exhibit No. | Document | |
| (a)(5)(vi) | Press release issued by the Fund dated September 12, 2012. | |
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.
| MFS Investment Grade Municipal Trust | ||
| By: | /s/ SUSAN S. NEWTON | |
| Name: | Susan S. Newton | |
| Title: | Assistant Secretary and Assistant Clerk | |
Dated as of: September 12, 2012
EXHIBIT INDEX
| Exhibit No. |
Document | |
| (a)(5)(vi) | Press release issued by the Fund dated September 12, 2012. |
Five MFS Closed-End Funds Announce Final Results of Tender Offers for
Municipal Auction Rate Cumulative Preferred Shares
BOSTON (September 12, 2012) – MFS® California Municipal Fund (NYSE: CCA), MFS® High Income Municipal Trust (NYSE: CXE), and MFS® Municipal Income Trust (NYSE: MFM) each announced the expiration and final results for its cash tender offer to purchase up to 100% of its outstanding Municipal Auction Rate Cumulative Preferred Shares ("ARPS"). Each fund's tender offer expired on September 12, 2012, at 8:00 a.m. New York City time. All shares that were validly tendered and not withdrawn during the offering period have been accepted for payment.
CCA has accepted for payment 977 ARPS, which represents approximately 99.9% of its outstanding ARPS, and one (1) Municipal Auction Rate Cumulative Preferred Share remains outstanding.
CXE has accepted for payment 3,675 ARPS, which represents approximately 94.2% of its outstanding ARPS, and 225 ARPS remain outstanding.
MFM has accepted for payment 4,259 ARPS, which represents approximately 93.6% of its outstanding ARPS, and 291 ARPS remain outstanding.
In addition, MFS® High Yield Municipal Trust (NYSE: CMU) and MFS® Investment Grade Municipal Trust (NYSE: CXH) each announced that all conditions to the closing of its cash tender offer to purchase up to 100% of its outstanding ARPS have been satisfied. CMU accepted for payment 2,844 ARPS, which represents approximately 94.8% of its outstanding ARPS, and 156 ARPS remain outstanding. CXH accepted for payment 1,917 ARPS, which represents approximately 98.3% of its outstanding ARPS, and 33 ARPS remain outstanding.
The ARPS of each fund that were not tendered remain outstanding. Pursuant to approval by ARPS holders, each fund's bylaws have been amended to replace Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. ("S&P"), with Fitch, Inc. ("Fitch"), as a ratings agency for each fund's ARPS and make other noted changes as described in the funds' Notice of Special Meeting and Proxy Statement dated August 9, 2012. Otherwise, the terms of the outstanding ARPS remain the same.
Stockholders who have questions about the tender offers should contact their financial advisor or call Warren Antler of AST Fund Solutions, Inc., each fund’s information agent for its tender offer, at 212-400-2605.
Each fund offered to purchase its outstanding ARPS at a price per share equal to 95% of the ARPS' per share liquidation preference of $25,000 ($23,750 per share) plus any unpaid dividends accrued through the expiration date of the tender offer.
MFS Investment Management® (MFS®) manages $293.4 billion in assets as of August 31, 2012. The company traces its origins to 1924 and the creation of America's first mutual fund.
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This release is not a prospectus, circular or representation intended for use in the purchase or sale of fund shares. Shares of the funds are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. Shares of the funds involve investment risk, including possible loss of principal. For more complete information about each fund, including risks, charges, and expenses, please see the fund’s annual and semi annual shareholder report.
The funds are closed-end funds. Common shares of the funds are only available for purchase/sale on the NYSE at the current market price, except MFS California Municipal Fund, which is available for purchase/sale on the NYSE/AMEX at the current market price. Common shares may trade at a discount to NAV.
MFS Investment Management
500 Boylston St., Boston, MA 02116
26098.1
Contacts:
MFS Shareholders or Financial Advisors (investment product information):
Information Agent: AST Fund Solutions, Warren Antler, 212-400-2605, wantler@astfundsolutions.com
MFS Investment Management: Justin Miller, 800-343-2829, ext. 57702
Media Only:
John Reilly, 617-954-5305, or Dan Flaherty, 617-954-4256