As filed with the Securities and Exchange Commission on June 4, 2018
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
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)
ROBERT I. FRENKEL, ESQ.
SECRETARY
WESTERN ASSET MIDDLE MARKET INCOME FUND INC.
100 FIRST STAMFORD PLACE, 6TH FLOOR
STAMFORD, CONNECTICUT 06902
(203) 703-7046
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Sarah E. Cogan, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York, 10017
(212) 455-2000
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| $4,957,363(a) | $617.19(b) | |
(a) Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate maximum purchase price to be paid for 6,528 Shares in the offer, based upon the estimated net asset value per share of $759.40 as of April 30, 2018. (b) Calculated at $124.50 per $1,000,000 of the Transaction Valuation, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended. | ||
| ☐ | 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: | 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 this statement relates:
| ☐ | third party tender offer subject toRule 14d-1 |
| ☒ | issuer tender offer subject toRule 13e-4 |
| ☐ | going-private transaction subject toRule 13e-3 |
| ☐ | amendment to Schedule 13D underRule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer by Western Asset Middle Market Income Fund Inc., a Maryland corporation (the “Fund”), to purchase for cash up to 2.5% of the Fund’s outstanding shares of Common Stock, par value $.001 per share (the “Shares”), upon the terms and subject to the conditions contained in the Offer to Purchase dated June 4, 2018 and the related Letter of Transmittal, which are filed as exhibits to this Schedule TO.
This Issuer Tender Offer Statement on Schedule TO is being filed in satisfaction of the reporting requirements of Rule13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) and (b) The information set forth in the Offer to Purchase under “Introduction” and under Section 9 (“Certain Information Concerning the Fund, the Investment Manager and the Subadviser”) is incorporated herein by reference.
(c) The Shares are not currently traded on an established secondary trading market.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Fund is the filing person. The information set forth in the Offer to Purchase under Section 9 (“Certain Information Concerning the Fund, the Investment Manager and the Subadviser”) is incorporated herein by reference.
(b)-(d) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein by reference:
| • | “Summary Term Sheet”; |
| • | “Introduction”; |
| • | Section 1 (“Terms of the Offer; Termination Date”); |
| • | Section 2 (“Acceptance for Payment and Payment for Shares”); |
| • | Section 3 (“Procedure for Tendering Shares”); |
| • | Section 4 (“Rights of Withdrawal”); |
| • | Section 5 (“Source and Amount of Funds; Effect of the Offer”); |
| • | Section 7 (“Federal Income Tax Consequences of the Offer”); |
| • | Section 10 (“Interests of Directors, Executive Officers and Associates; Transactions and Arrangements Concerning the Shares”); and |
| • | Section 12 (“Certain Conditions to the Offer”). |
(a)(2) Not applicable.
(b) The information set forth in the Offer to Purchase under “Introduction” and under Section 10 (“Interests of Directors, Executive Officers and Associates; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
(c)-(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in the Offer to Purchase under Section 6 (“Purpose of the Offer; Plans or Proposals of the Fund”) and Section 10 (“Interests of Directors, Executive Officers and Associates; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (b) and (c) The information set forth in the Offer to Purchase under Section 6 (“Purpose of the Offer; Plans or Proposals of the Fund”) is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth in the Offer to Purchase under Section 5 (“Source and Amount of Funds; Effect of the Offer”) is incorporated herein by reference.
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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the Offer to Purchase under Section 10 (“Interests of Directors, Executive Officers and Associates; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not applicable.
(b) The information set forth in the Offer to Purchase under Section 13 (“Fees and Expenses”) is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1)-(5) Not applicable.
(b) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with Exhibits ((a)(1)(i) and (a)(1)(ii) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.
(c) Not applicable.
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ITEM 12. EXHIBITS
EXHIBIT | DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated June 4, 2018 | |
| (a)(1)(ii) | Form of Letter of Transmittal. | |
| (a)(1)(iii) | Letter to Stockholders. | |
| (a)(2) | None. | |
| (a)(3) | Not Applicable. | |
| (a)(4) | Not Applicable. | |
| (a)(5) | None. | |
| (b)(1) | Credit Agreement for Margin Financing with Pershing LLC (incorporated by reference to Exhibit (b)(1) to the Schedule TO filed on February 29, 2016). | |
| (b)(2) | Amendment No. 1 to Credit Agreement for Margin Financing with Pershing LLC (incorporated by reference to Exhibit (b)(2) to the Schedule TO filed on February 29, 2016). | |
| (b)(3) | Amendment No. 2 to Credit Agreement for Margin Financing with Pershing LLC (incorporated by reference to Exhibit (b)(3) to the Schedule TO filed on February 29, 2016). | |
| (b)(4) | Amendment No. 3 to Credit Agreement for Margin Financing with Pershing LLC (incorporated by reference to Exhibit (b)(4) to the Schedule TO filed on February 29, 2016). | |
| (b)(5) | Amendment No. 4 to Credit Agreement for Margin Financing with Pershing LLC (incorporated by reference to Exhibit (b)(5) to Schedule TO filed on September 6, 2016). | |
| (b)(6) | Amendment No. 5 to Credit Agreement for Margin Financing with Pershing LLC. | |
| (d) | None. | |
| (e) | None. | |
| (g) | None. | |
| (h) | None. | |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
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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 E. Trust | |
| Name: | Jane E. Trust | |
| Title: | Chairman, President and Chief Executive Officer | |
Dated: June 4, 2018
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EXHIBIT INDEX
EXHIBIT | DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated June 4, 2018 | |
| (a)(1)(ii) | Form of Letter of Transmittal | |
| (a)(1)(iii) | Letter to Stockholders | |
| (b)(6) | Amendment No. 5 to Credit Agreement for Margin Financing with Pershing LLC. | |
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