Amendment: SEC Form SC TO-I/A filed by Highland Opportunities and Income Fund
As filed with the Securities and Exchange Commission on March 12, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement Under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act Of 1934
Highland Opportunities and Income Fund
(Name of Subject Company (Issuer))
Highland Opportunities and Income Fund
(Name of Filing Person (Issuer))
Common shares of beneficial interest, par value $0.001
(Title of Class of Securities)
43010E404
(CUSIP Number of Securities)
Frank Waterhouse
Highland Opportunities and Income Fund
300 Crescent Court, Suite 700
Dallas, Texas 75201
Telephone: (866) 351-4440
(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:
Jon-Luc Dupuy
K&L Gates, LLP
1 Congress Street
Boston, MA 02114
Telephone: (617) 261-3146
| ☐ | 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. | |
| ☒ | 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. ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This amendment no. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission (the “SEC”) by Highland Opportunities and Income Fund, a Massachusetts business trust (together with its subsidiaries, “HFRO” or the “Issuer”), on February 3, 2025, relating to the offer by HFRO to exchange up to $100,000,000 in aggregate purchase price of the Issuer’s currently outstanding common shares of beneficial interest, par value $0.001 per share, for (i) shares of Highland Opportunities and Income Fund’s 5.375% Series B Cumulative Preferred Shares, par value $0.001 and liquidation preference $25.00 per share (“Series B Preferred Shares”) upon the terms and subject to the conditions contained in the Offer to Exchange dated February 3, 2025 and the related Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO, the Offer to Exchange or the Letter of Transmittal, as applicable.
This Amendment No. 3 is the final amendment to the Schedule TO and is being filed (i) to report the finals results of the Exchange Offer, which expired at 5:00 p.m. New York City time on March 4, 2025, and (ii) to include a press release announcing the final results of the Exchange Offer. A copy of the press release is attached hereto as Exhibit (a)(5)(5). Only those items amended are reported in this Amendment No. 3.
The following information is furnished pursuant to Rule 13e-4(c)(4) of the Exchange Act:
| 1. | The Exchange Offer expired at 5:00 p.m. New York City time, on March 4, 2025. |
| 2. | 21,673,105 Common Shares were validly tendered and not withdrawn prior to the expiration of the Exchange Offer and 10,000,000 Common Shares were accepted for repurchase in accordance with the terms of the Exchange Offer. The proration factor for the Common Shares that HFRO will accept pursuant to the Exchange Offer is 46.14096%. |
| 3. | The Common Shares are being repurchased at a Purchase Price of $10 per Common Share. |
Except as specifically provided herein, the information set forth in the Schedule TO, including all schedules and annexes thereto that were previously filed therewith, remains unchanged and is incorporated herein by reference, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibit filed herewith.
You should read this Amendment No. 3 together with the Schedule TO, the Offer to Exchange and the Letter of Transmittal
ITEM 12. EXHIBITS.
| (1) | Incorporated by reference to the Issuer’s Tender Offer Statement on Schedule TO (File No. 005-90216), filed on February 3, 2025. |
| (2) | Incorporated by reference to Post-Effective Amendment adding exhibits to the Issuer’s Registration Statement on Form N-2 (File No. 333-219103), filed on January 2, 2025. |
| (3) | Incorporated by reference to the Issuer’s Registration Statement on Form N-2 (File No. 333-230078), filed on March 5, 2019. |
| (4) | Incorporated by reference to Post-Effective Amendment No. 2 to the Issuer’s Registration Statement on Form N-2 (File No. 333-173004), filed on August 22, 2013. |
| (5) | Incorporated by reference to Post-Effective Amendment No. 6 to the Issuer’s Registration Statement on Form N-2 (File No. 333-173004), filed on April 30, 2015. |
| (6) | Incorporated by reference to Post-Effective Amendment No. 1 to the Issuer’s Registration Statement on Form N-2 (File No. 333-230078), filed on August 27, 2019. |
| (7) | Incorporated by reference to the Issuer’s Tender Offer Statement on Schedule TO (File No. 005-83652), filed on October 30, 2020. |
| (8) | Incorporated by reference to Amendment No. 1 to the Issuer’s Tender Offer Statement on Schedule TO (File No. 005-90216), filed on March 5, 2025. |
| (9) | Incorporated by reference to Amendment No. 2 to the Issuer’s Tender Offer Statement on Schedule TO (File No. 005-90216), filed on March 6, 2025. |
| (10) | Filed herewith. |
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.
| Highland Opportunities and Income Fund | |||
| By: | /s/ Frank Waterhouse | ||
| Name: | Frank Waterhouse | ||
| Title: | Treasurer, Principal Accounting Officer, Principal Financial Officer, and Principal Executive Officer | ||
Dated as of: March 12, 2025
Exhibit Index
| Exhibit Number | Description | |
| (a)(5)(5) | Press Release issued on March 12, 2025 |