Amended Tender Offer Statement by Issuer (sc To-i/a)
27 Mayo 2021 - 5:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 26, 2021
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
(Amendment No. 2)
Voya Infrastructure, Industrials and
Materials Fund
(Name of Subject Company (issuer))
Voya Infrastructure, Industrials and Materials Fund
(Name of Filing Person (offeror))
Common Shares
$0.01 par
value
(Title of Class of Securities)
92912X101
(CUSIP Number of
Class of Securities)
Huey P. Falgout, Jr., Esq.
Voya Investments, LLC
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258
(800) 992-0180
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Elizabeth J. Reza
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, MA 02199-3600
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$35,711,409(a)
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$3,896.11(b)
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(a)
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Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate maximum
purchase price to be paid for 2,779,098 shares in the offer, based upon a price of $12.85 (98% of the net asset value per share of $13.11 on April 16, 2021).
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(b)
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Calculated at $109.10 per $1,000,000 of the Transaction Valuation.
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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:
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$3,847.60
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Filing Party:
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Voya Infrastructure, Industrials and Materials
Fund
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Form or Registration No.:
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Schedule TO
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Date Filed:
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April 19, 2021
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Amount Previously Paid:
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$48.51
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Filing Party:
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Voya Infrastructure, Industrials and Materials
Fund
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Form or Registration No.:
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Schedule TO
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Date Filed:
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May 25, 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 to designate any transactions to which this statement relates:
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☐
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third party tender offer subject to Rule 14d-1
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☐
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going-private transaction subject to Rule 13e-3
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☒
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issuer tender offer subject to Rule 13e-4
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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. ☒
2
ITEMS 1 THROUGH 9 AND ITEM 11
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (the
“Statement”) initially filed by Voya Infrastructure, Industrials and Materials Fund, a Delaware statutory trust (the “Fund”), on April 19, 2021 relating to the Fund’s offer to purchase for cash up to 15% of its
outstanding common shares of beneficial interest (the “Offer”), for cash at a price per share equal to 98% 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 May 25, 2021, upon the terms and subject to the conditions contained in the Offer to Purchase dated April 19, 2021 and the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and
(a)(1)(ii) to the Statement filed on April 19, 2021.
Filed herewith as Exhibit (a)(5)(iii) and incorporated by reference is a copy of
the press release issued by the Fund dated May 26, 2021, announcing the final results of the Offer.
ITEM 10. FINANCIAL STATEMENTS
(a) The information in the Offer to Purchase in Section 7 (“Selected Financial Information”) is incorporated herein by reference.
(b) Not applicable.
This Amendment No. 2 is being filed to
report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The
following information is furnished pursuant to Rule 13e-4(c)(4):
1. The Offer expired at 5:00 p.m.,
New York City time, on May 24, 2021.
2. 2,018,902 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the
Offer. Because the Offer was oversubscribed, the Fund purchased a pro rata portion of Shares tendered by each shareholder. Fractions were disregarded.
3.
The Shares were repurchased at a price of $12.92, 98% of the Fund’s net asset value per Share as determined as of the close of the regular trading session of the NYSE on May 25, 2021.
Except as specifically provided herein, the information contained in the Statement, as amended, and the Letter of Transmittal remains unchanged and this
Amendment does not modify any of the information previously reported on the Statement, as amended, or the Letter of Transmittal.
ITEM 12. EXHIBITS
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EXHIBIT NO.
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DESCRIPTION
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(a)(1)(i)
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Offer to Purchase, dated April 19, 2021. (2)
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(a)(1)(ii)
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Form of Letter of Transmittal. (2)
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(a)(1)(iii)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (2)
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(a)(1)(iv)
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Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (2)
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(a)(1)(v)
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Form of Notice of Withdrawal. (2)
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(a)(1)(vi)
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Form of Letter to Shareholders. (2)
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(a)(2)
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None.
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(a)(3)
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Not Applicable.
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(a)(4)
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Not Applicable.
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(a)(5)
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Press Release issued on February 22, 2021.(1)
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(a)(5)(i)
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Press Release issued on April 19, 2021. (2)
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3
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(a)(5)(ii)
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Press Release issued on May 25, 2021. (3)
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(a)(5)(iii)
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Press Release issued on May 26, 2021.
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(b)
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None.
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(d)
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None.
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(e)
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None.
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(g)
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None.
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(h)
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None.
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(1)
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Previously filed on Schedule TO-C via EDGAR on February 22, 2021.
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(2)
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Previously filed on Schedule TO-I via EDGAR on April 19, 2021.
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(3)
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Previously filed on Schedule TO-I/A via EDGAR on May 25, 2021.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
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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VOYA INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND
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By:
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/s/ Dina Santoro
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Name:
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Dina Santoro
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Title:
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President
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Dated: May 26, 2021
4
EXHIBIT INDEX
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(a)(5)(iii)
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Press Release issued on May 26, 2021.
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5
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