As filed with the Securities and Exchange Commission on October 16, 2015
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 Corporate & Income Strategy Fund
(Name of Subject Company (Issuer))
PIMCO Corporate & Income Strategy Fund
(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)
72200U209
72200U308
72200U407
72200U506
72200U605
(CUSIP Number of Class of Securities)
Joshua D. Ratner
PIMCO Corporate & Income Strategy Fund
1633 Broadway
New York, NY 10019
Telephone: (212) 739-3064
(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 | |
| $169,000,000 (a) | $17,018.30 (b) | |
(a) Calculated as the aggregate book value of 6,760 shares in the offer, based on a book value of the liquidation preference of $25,000 per share.
(b) Calculated at $100.70 per $1,000,000 of the Transaction Valuation.
| ¨ | 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 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. ¨
ITEMS 1 THROUGH 9 AND ITEM 11.
This Tender Offer Statement on Schedule TO is filed by PIMCO Corporate & Income Strategy Fund, 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 October 16, 2015 (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, 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 82.5% of the liquidation preference of $25,000 per share (or $20,625 per share) in cash, plus any unpaid dividends accrued through November 20, 2015, 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 October 16, 2015. | |
| (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)(i) | Press Release issued on October 16, 2015. | |
| (d)(i) | Tender Offer Agreement, dated October 14, 2015, by and between PIMCO High Income Fund, PIMCO Corporate & Income Strategy Fund, Pacific Investment Management Company LLC, Citigroup Global Markets Inc. and Citicorp Funding Inc. | |
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 Corporate & Income Strategy Fund | ||||||||
| By: | /s/ Peter G. Strelow |
|||||||
| Name: | Peter G. Strelow | |||||||
| Title: | President | |||||||
Dated as of: October 16, 2015
EXHIBIT INDEX
| Exhibit No. |
Document | |
| (a)(1)(i) | Offer to Purchase dated October 16, 2015. | |
| (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)(i) | Press Release issued on October 16, 2015. | |
| (d)(i) | Tender Offer Agreement, dated October 14, 2015, by and between PIMCO High Income Fund, PIMCO Corporate & Income Strategy Fund, Pacific Investment Management Company LLC, Citigroup Global Markets Inc. and Citicorp Funding Inc. | |