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
Duff & Phelps Utility and Corporate Bond Trust Inc.
(Name of Subject Company (Issuer))
Auction Market Preferred Shares, Series TH7
(Title of Class of Securities)
26432K 30 6
(CUSIP Number of Class of Securities)
| Nathan I. Partain | Lawrence R. Hamilton, Esq. | |
| Duff & Phelps Utility and Corporate Bond Trust Inc. | Mayer Brown LLP | |
| 200 South Wacker Drive, Suite 500 | 71 South Wacker Drive | |
| Chicago, Illinois 60606 | Chicago, Illinois 60606 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee | |
| $45,600,000 (a) | $5,225.76 (b) |
| (a) | Calculated based on the maximum aggregate purchase price of $45,600,000 (excluding accrued and unpaid dividends, fees and expenses to be paid by the Issuer for shares in the offer. |
| (b) | Calculated at $114.60 per $1,000,000 of the Transaction Valuation. |
| x | 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: | $5,225.76 | Filing Party: | Duff & Phelps Utility and Corporate Bond Trust Inc. | |||
| Form or Registration No.: | SC TO-I | Date Filed: | May 3, 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: ¨
|
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
Items 1 through 9 and Item 11.
This Amendment No. 1 hereby amends and supplements the Tender Offer Statement on Schedule TO initially filed by Duff & Phelps Utility and Corporate Bond Trust Inc., a Maryland corporation registered as a closed-end investment company under the Investment Company Act of 1940 (the “Fund”), with the Securities and Exchange Commission (the “Commission”) on May 3, 2012 (the “Schedule TO”). The Schedule TO relates to the Fund’s offer to purchase for cash Auction Market Preferred Shares, Series TH7, par value $0.01 per share, of the Fund (“Series TH7 AMPS”), having an aggregate liquidation preference of up to $47,500,000 (excluding Accrued Dividends (as defined below), fees and expenses), upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.
Filed herewith as Exhibit (a)(5)(ii) is a copy of the press release issued by the Fund dated June 4, 2012 announcing the extension of the tender offer to June 18, 2012, and the information contained therein is incorporated herein by reference
Each holder of Series TH7 AMPS that validly tenders, and does not validly withdraw, its Series TH7 AMPS, and which Series TH7 AMPS are accepted for purchase by the Fund upon the terms and subject to the conditions set forth in the Offer to Purchase, will receive $24,000 per share of Series TH7 AMPS, equal to 96% of the $25,000 liquidation preference per share of Series TH7 AMPS. Each holder of Series TH7 AMPS that validly tenders, and does not validly withdraw, its Series TH7 AMPS, and whose Series TH7 AMPS are accepted for purchase by the Fund, will also receive accrued and unpaid dividends from the last applicable dividend payment date to, but not including, June 19, 2012, or such later date to which the Fund’s tender offer is extended (“Accrued Dividends”).
Except as amended herein, 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.
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 by the Fund dated June 4, 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.
| Duff & Phelps Utility and Corporate Bond Trust Inc. | ||
| By: | /s/ Nathan I. Partain | |
| Name: Nathan I. Partain Title: President and Chief Executive Officer | ||
Dated as of: June 4, 2012
Exhibit Index
| Exhibit No. |
Document | |
| (a)(1)(i)1 | Offer to Purchase dated May 3, 2012. | |
| (a)(1)(ii)1 | Letter of Transmittal (including Form W-9). | |
| (a)(1)(iii)1 | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(iv)1 | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(v)1 | Notice of Withdrawal. | |
| (a)(5)(i)1 | Press Release issued by the Fund dated May 3, 2012. | |
| (a)(5)(ii) | Press Release issued by the Fund dated June 4, 2012. | |
| (b)(1)1 | Committed Facility Agreement, dated as of March 6, 2009, between the Fund and BNP Paribas Prime Brokerage, Inc. | |
| (d)(1) | Form of Amended and Restated Auction Agency Agreement (Incorporated by reference from post-effective amendment no. 5 to the Fund’s registration statement under the Investment Company Act of 1940 on Form N-2, no. 811-07358) | |
| 1 | Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on May 3, 2012. |
Exhibit (a)(5)(ii)
DNP SELECT INCOME FUND INC. and
DUFF & PHELPS UTILITY AND CORPORATE BOND TRUST INC.
ANNOUNCE EXTENSION OF OFFERS TO PURCHASE PREFERRED SHARES
CHICAGO, June 4, 2012 — DNP Select Income Fund Inc. (NYSE: DNP) and Duff & Phelps Utility and Corporate Bond Trust Inc. (NYSE: DUC), two registered closed-end diversified management investment companies advised by Duff & Phelps Investment Management Co. (the “Funds”), announced today the extension of their offers to purchase certain of their preferred shares. The offers which were set to expire on June 4, 2012 at 5:00 p.m. Eastern time, have now been extended and will expire at 5:00 p.m. Eastern time on Monday, June 18, 2012.
DNP is offering to purchase for cash shares of its Remarketed Preferred Stock (“RP”) and Auction Preferred Stock (“APS”) having an aggregate liquidation preference of up to $200,000,000 (excluding accrued and unpaid dividends, fees and expenses) (the “Maximum Tender Amount” for DNP), at a price equal to (a) $96,000 per share of Series D RP, equal to 96% of the $100,000 liquidation preference per share of Series D RP, (b) $96,000 per share of Series E RP, equal to 96% of the $100,000 liquidation preference per share of Series E RP, (c) $24,000 per share of Series TH APS, equal to 96% of the $25,000 liquidation preference per share of Series TH APS, and (d) $24,000 per share of Series F APS, equal to 96% of the $25,000 liquidation preference per share of Series F APS.
DUC is offering to purchase for cash its outstanding Auction Market Preferred Shares, Series TH7 (“Series TH7 AMPS”) having an aggregate liquidation preference of up to $47,500,000 (excluding accrued and unpaid dividends, fees and expenses) (the “Maximum Tender Amount” for DUC), at a price equal to $24,000 per share of Series TH7 AMPS, equal to 96% of the $25,000 liquidation preference per share of Series TH7 AMPS.
Holders of preferred shares that are accepted for purchase will also be entitled to receive any unpaid dividends accrued to, but not including, the expiration date of the tender offers. If more preferred shares of a Fund are validly tendered, and not validly withdrawn, for purchase pursuant to the tender offers than the Maximum Tender Amount for that Fund, the Fund will accept tendered shares on a pro-rata basis upon the terms and subject to the conditions described in the Fund’s tender offer materials.
As of 1:00 p.m. Eastern time on June 4, 2012, the DNP preferred shares tendered represented approximately $62,650,000 in aggregate liquidation preference (consisting of 218 shares of Series D RP, 398 shares of Series E RP, 8 shares of Series TH APS and 34 shares of Series F APS) and the DUC preferred shares tendered represented approximately $5,300,000 in aggregate liquidation preference (consisting of 212 shares of Series TH7 AMPS). The Funds have decided to extend the tender offers to provide holders who may still want to participate an opportunity to do so. The Funds do not plan to further extend or change the terms of the tender offers.
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Funds. Any tender offer will be made only by an offer to purchase, a related letter of transmittal and other documents, which have been filed with the Securities and Exchange Commission (SEC) and are available free of charge at the SEC’s website at www.sec.gov and on the Funds’ websites at www.dnpselectincome.com or www.ducfund.com.
Any questions about the tender offers can be directed to AST FundSolutions, LLC, the Fund’s information agent for its tender offer, at (212) 400-2605.
The information in this communication is not complete and may be changed.
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Certain statements made in this press release are forward-looking statements. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to: market developments; legal and regulatory developments; and other additional risks and uncertainties. As a result, neither the Fund nor any other person assumes responsibility for the accuracy and completeness of such statements in the future.