Amended Tender Offer Statement by Issuer (sc To-i/a)
January 05 2021 - 6:47AM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on January 4, 2021
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT
(Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934)
Voya Prime
Rate Trust
(Name of Issuer)
Voya Prime Rate Trust
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, no par value
(Title of Class of Securities)
92913A100
(CUSIP Number
of Class of Securities)
Huey P. Falgout, Jr., Esq.
Voya Prime Rate Trust
7337 E. Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
1-800-992-0180
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))
Copies to:
John J. Mahon, Esq.
F.
Xavier Kowalski, Esq.
Schulte Roth & Zabel LLP
901 Fifteenth Street, NW, Suite 800
Washington, DC 20005
(202) 729-7477
CALCULATION
OF FILING FEE
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Transaction Value
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Amount of Filing Fee
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$103,783,215.12(a)
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$11,322.75(b)
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(a)
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Estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to
purchase up to 21,576,552 common shares in the offer (15% of the issued and outstanding common shares as of December 1, 2020) based upon a price of $4.81 (99% of the net asset value per share on December 1, 2020).
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(b)
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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.
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☒
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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.
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Amount Previously Paid: $11,322.75
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Filing Party: Voya Prime Rate Trust
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Form or Registration No.: SC-TO-I (005-39691)
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Date Filed: December 3, 2020
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☐
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Check box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
☐
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third party tender offer subject to Rule 14d-1
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☒
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issuer tender offer subject to Rule 13e-4
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☐
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going-private transaction subject to Rule 13e-3
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☐
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amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
EXPLANATORY NOTE
This Amendment No. 1 (Amendment No. 1) amends and supplements the Issuer Tender Offer Statement on Schedule TO
initially filed with the Securities and Exchange Commission on December 3, 2020 (the Schedule TO) by Voya Prime Rate Trust, a Massachusetts business trust (the Trust), pursuant to
Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with an offer by the Trust (the Offer) to repurchase 15% of its issued and
outstanding common shares of beneficial interest, no par value (the Shares), in exchange for cash at a price equal to 99% of the net asset value per Share determined as of the close of the regular trading session of the New York Stock
Exchange, the principal market on which the Shares are traded, on the day the Offer expired, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 3, 2020 (the Offer to Purchase), and in the
related letter of transmittal (the Letter of Transmittal).
This Amendment No. 1 to Schedule TO is intended to satisfy
the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.
The information set forth in
the Offer to Purchase and the related Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 1 in answer to Items 1 through 9 and
Item 11 of the Schedule TO.
Item 10. Financial Statements
Not applicable.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
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(a)(5)(ii)
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Press release issued on January 4, 2021*
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Item 13. Information Required By Schedule 13E-3
Not Applicable.
1
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.
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Voya Prime Rate Trust
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By:
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/s/ Paul Caldarelli
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Name:
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Paul Caldarelli
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Title:
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Assistant Secretary
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Dated:
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January 4, 2021
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Exhibit Index
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(a)(5)(ii)
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Press release issued on January 4, 2021.
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3
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