Tender Offer Statement by Issuer (sc To-i)
October 19 2020 - 12:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 19, 2020
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 High Income Fund II Inc.
(Name of Subject Company (issuer))
Western Asset High Income Fund II Inc.
(Name of Filing Person (offeror))
Common Stock
$0.001 Par
Value Per Share
(Title of Class of Securities)
95766J102
(CUSIP Number
of Class of Securities)
GEORGE P. HOYT
SECRETARY AND CHIEF LEGAL OFFICER
100 FIRST STAMFORD PLACE
STAMFORD, CT 06902
(203)
703-7026
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
Copy to:
David W. Blass, Esq.
Ryan P. Brizek, Esq.
Simpson Thacher & Bartlett LLP
900 G Street, NW
Washington D.C. 20001
(202) 636-5500
CALCULATION OF
FILING FEE
|
|
|
|
|
Transaction Valuation
|
|
Amount of Filing Fee
|
|
$201,078,186(a)
|
|
$21,938(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 29,483,605 shares in the offer, based upon a price of $6.82 (99.5% of the net asset value per share of $6.85 on September 30, 2020).
|
|
(b)
|
Calculated at $109.10 per $1,000,000 of the Transaction Value, pursuant to Rule
0-11 of the Securities Exchange Act of 1934, as amended.
|
|
☐
|
Check 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 box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
|
Check the appropriate boxes to designate any transactions to which this statement relates:
|
|
☐
|
third party tender offer subject to Rule 14d-1
|
|
|
☒
|
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. ☐
ITEMS 1 THROUGH 9 AND ITEM 11
This Issuer Tender Offer Statement on Schedule TO relates to an offer by Western Asset High Income Fund II Inc., a Maryland corporation
(the “Fund”), to purchase for cash up to 35% of its issued and outstanding shares of common stock, par value $0.001 per share, for cash at a price per share equal to 99.5% of the Fund’s net asset value per share as of the close
of regular trading session on the New York Stock Exchange (“NYSE”) on November 17, 2020 (or if the Offer is extended, on the next trading day after the day to which the Offer is extended), upon the terms and subject to the conditions
contained in the Offer to Purchase dated October 19, 2020 and the related Letter of Transmittal, which are filed as exhibits to this Schedule TO. 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. FINANCIAL STATEMENTS
(a) The information in the Offer to Purchase in Section 9 (“Selected Financial Information”) is incorporated herein by
reference.
(b) Not applicable.
ITEM 12.
EXHIBITS
|
|
|
|
|
EXHIBIT NO.
|
|
DESCRIPTION
|
|
|
|
|
(a)(1)(i)
|
|
Offer to Purchase, dated October 19, 2020.
|
|
|
|
|
(a)(1)(ii)
|
|
Form of Letter of Transmittal.
|
|
|
|
|
(a)(1)(iii)
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
|
|
|
(a)(1)(iv)
|
|
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
|
|
|
(a)(1)(v)
|
|
Form of Letter to Stockholders.
|
|
|
|
|
(a)(2)
|
|
None.
|
|
|
|
|
(a)(3)
|
|
Not Applicable.
|
|
|
|
|
(a)(4)
|
|
Not Applicable.
|
|
|
|
|
(a)(5)
|
|
Press Release issued on August 14, 2020(1)
|
|
|
|
|
(b)
|
|
None.
|
|
|
|
|
(d)
|
|
Standstill Agreement dated as of June 22, 2020 by and among Saba Capital Management, L.P., Western Asset High Income Fund II Inc., Legg Mason Partners Fund Advisor, LLC and Western Asset Management Company, LLC incorporated by
reference to Exhibit 3 to Schedule 13D/A of the Fund filed with the Securities and Exchange Commission on June 23, 2020
|
|
|
|
|
(e)
|
|
None.
|
|
|
|
|
(g)
|
|
None.
|
|
|
|
|
(h)
|
|
None.
|
|
(1)
|
Previously filed on Schedule TO-C via EDGAR on August 14, 2020.
|
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
2
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 HIGH INCOME FUND II INC.
|
|
By:
|
|
/s/ Jane Trust
|
|
|
|
Name: Jane Trust
|
|
|
|
Title: Chairman, Chief Executive Officer and President
|
Dated: October 19, 2020
3
EXHIBIT INDEX
|
|
|
|
|
(a)(1)(i)
|
|
Offer to Purchase, dated October 19, 2020.
|
|
|
|
|
(a)(1)(ii)
|
|
Form of Letter of Transmittal.
|
|
|
|
|
(a)(l)(iii)
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
|
|
|
(a)(1)(iv)
|
|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
|
|
|
|
|
(a)(1)(v)
|
|
Form of Letter to Stockholders.
|
4
Western Asset High Incom... (NYSE:HIX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Western Asset High Incom... (NYSE:HIX)
Historical Stock Chart
From Apr 2023 to Apr 2024
