As filed with the Securities and Exchange Commission on June 25, 2019
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
PIMCO Income Strategy Fund II
(Name of Subject Company (Issuer))
PIMCO Income Strategy Fund II
(Name of Filing Person (Issuer))
Auction-Rate Preferred Shares, Series M, Series T, Series W, Series TH and Series F, Par Value $0.00001
(Title of Class of Securities)
72201J203
72201J302
72201J401
72201J500
72201J609
(CUSIP Number of Class of Securities)
Ryan Leshaw
c/o Pacific Investment Management Company LLC
650 Newport Center Drive
Newport Beach, California 92660
Telephone:(844) 337-4626
(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) 951-7362
Calculation of Filing Fee
| Transaction Valuation | Amount of Filing Fee | |
| $80,431,500 (a) | $9,748.30 (b) | |
(a) Calculated as the aggregate maximum purchase price to be paid for 3,698 shares in the offer, based upon a price of 87% of the liquidation preference of $25,000 per share (or $21,750 per share).
(b) Calculated at $121.20 per $1,000,000 of the Transaction Valuation.
| ☐ | Check the box if any part of the fee is offset as provided by Rule0-11(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: | Not Applicable | Filing Party: | Not Applicable | |||
| Form or Registration No.: | Not Applicable | Date Filed: | Not Applicable | |||
| ☐ | 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 Rule14d-1. |
| ☒ | issuer tender offer subject to Rule13e-4. |
| ☐ | going-private transaction subject to Rule13e-3. |
| ☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer.☐
ITEMS 1THROUGH 9AND ITEM 11.
This Tender Offer Statement on Schedule TO is filed by PIMCO Income Strategy Fund II, a Massachusetts business trust (the “Fund”). This Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of its outstanding shares of preferred stock, $0.00001 par value and a liquidation preference of $25,000 per share, designated Auction-Rate Preferred Shares, Series M, Series T, Series W, Series TH and Series F (the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 25, 2019 (the “Offer to Purchase”) and in the Fund’s 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, constitutes the “Offer”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The price to be paid for the Preferred Stock is an amount per share, net to the seller in cash, equal to 87% of the liquidation preference of $25,000 per share (or $21,750 per share) in cash, plus any unpaid dividends accrued through July 25, 2019, or such later date to which the Offer is extended, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer, if properly tendered and not withdrawn prior to the Expiration Date (as defined in the Offer). The information set forth in the Offer 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.
| Exhibit No. | Document | |
(a)(1)(i) | Offer to Purchase dated June 25, 2019.* | |
(a)(1)(ii) | Form of Letter of Transmittal.* | |
(a)(1)(iii) | Form of Notice of Guaranteed Delivery.* | |
(a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(v) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(vi) | Form of Notice of Withdrawal.* | |
(a)(5) | Press Release issued on June 17, 2019.(1) | |
(d)(i) | Tender Offer Agreement, dated June 13, 2019, by and among PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, Pacific Investment Management Company LLC and RJ Securities, Inc.* | |
(d)(ii) | Tender Offer Agreement, dated June 14, 2019, by and among PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, Pacific Investment Management Company LLC and RiverNorth Capital Management, LLC, on behalf of the investment funds and accounts it manages.* | |
* Filed herewith. | ||
| 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.
| PIMCO Income Strategy Fund II | ||
| By: | /s/ Eric D. Johnson | |
| Name: | Eric D. Johnson | |
| Title: | President | |
Dated as of: June 25, 2019
EXHIBIT INDEX
Exhibit No. | Document | |
(a)(1)(i) | Offer to Purchase dated June 25, 2019. | |
(a)(1)(ii) | Form of Letter of Transmittal. | |
(a)(1)(iii) | Form of Notice of Guaranteed Delivery. | |
(a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(v) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(vi) | Form of Notice of Withdrawal. | |
(d)(i) | Tender Offer Agreement, dated June 13, 2019, by and among PIMCO Corporate& Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, Pacific Investment Management Company LLC and RJ Securities, Inc. | |
(d)(ii) | Tender Offer Agreement, dated June 14, 2019, by and among PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, Pacific Investment Management Company LLC and RiverNorth Capital Management, LLC, on behalf of the investment funds and accounts it manages. | |
