Amended Tender Offer Statement by Issuer (sc To-i/a)
July 20 2021 - 12:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on July 20, 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)
Saba Capital Income & Opportunities Fund
(Name of Issuer)
Saba Capital Income & Opportunities Fund
(Names of Filing Person(s) (Issuer))
Common Shares of Beneficial Interest, no par value
(Title of Class of Securities)
78518H103
(CUSIP Number of Class of Securities)
Michael D’Angelo
Saba Capital Income & Opportunities Fund
405 Lexington Avenue, 58th Floor
New York, New York 10174
(212) 542-4644
(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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$178,623,166.26 (a)
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$19,487.79 (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 36,453,707 common shares in the offer (30% of
the issued and outstanding common shares as of June 15, 2021) based upon a price of $4.90 (99% of the net asset value per share on June
15, 2021).
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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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[X]
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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: $19,487.79
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Filing Party: Saba Capital Income & Opportunities Fund
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Form or Registration No.: SC-TO-I (005-39691)
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Date Filed: June 21, 2021
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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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[ ]
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third party tender offer subject to Rule 14d-1
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[X]
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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 June 21, 2021 (the “Schedule TO”) by Saba Capital Income & Opportunities Fund, 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 30% 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 June 21, 2021 (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.
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Item 10.
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Financial Statements
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Not applicable.
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 July 20,
2021*
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Item 13.
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Information Required By Schedule 13E-3
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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.
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Saba Capital Income & Opportunities Fund
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By:
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/s/ Michael D’Angelo
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Name:
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Michael D’Angelo
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Title:
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Secretary
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Dated:
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July 20, 2021
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Exhibit Index
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(a)(5)(ii)
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Press release issued on July 20, 2021.
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