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    SEC Form SC 13D filed by Pimco Municipal Income Fund II

    4/24/24 5:18:36 PM ET
    $PML
    Investment Managers
    Finance
    Get the next $PML alert in real time by email
    SC 13D 1 ef20027443_sc13d.htm SC 13D
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    SCHEDULE 13D
     
    Under the Securities Exchange Act of 1934
     
    (Amendment No. n/a)*

    PIMCO MUNICIPAL INCOME FUND II
    (Name of Issuer)

    REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES
    (Title of Class of Securities)

    72200W882
    (CUSIP Number)

    Bank of America Corporation
    Bank of America Corporate Center
    100 North Tryon Street
    Charlotte, North Carolina 28255

    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)


    April 17, 2024

    (Date of Event Which Requires Filing of this Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
     
    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
     
    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
     


    SCHEDULE 13D
     
    CUSIP No. 72200W882
     
    1
    NAMES OF REPORTING PERSONS
     
     
    Bank of America Corporation
    56-0906609
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☒
     
     
    3
    SEC USE ONLY
     
     

     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    WC
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☒

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    2,530
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    2,530
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    2,530
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    62.8%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    HC
     
     
     
     


    SCHEDULE 13D

    CUSIP No. 72200W882

    1
    NAMES OF REPORTING PERSONS
     
     
    Banc of America Preferred Funding Corporation
    75-2939570
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☒
     
     
    3
    SEC USE ONLY
     
     

     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    WC
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    0
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    2,530
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    2,530
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    2,530
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    62.8%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    CO
     
     
     
     


    Item 1
    Security and Issuer
     
    This Statement on Schedule 13D (this “Statement”) relates to the purchase of 2,530 remarketable variable rate munifund term preferred shares, series 2054 (CUSIP No. 72200W882) ("RVMTP Shares") of PIMCO Municipal Income Fund II (the "Issuer" or the "Company"). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of RVMTP Shares by BAPFC (as defined below). The Issuer’s principal executive offices are located at 1633 Broadway, New York, New York 10019.  The information used in the calculation of preferred share class holdings herein has been provided by the Issuer.
     
    Item 2
    Identity and Background
     
    (a)          This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
     

    i.
    Bank of America Corporation (“BAC”)
     

    ii.
    Banc of America Preferred Funding Corporation (“BAPFC”)
     
    This Statement relates to the RVMTP Shares that were purchased for the account of BAPFC.
     
    (b) The address of the principal business office of BAC is:
     
    Bank of America Corporate Center
    100 North Tryon Street
    Charlotte, North Carolina 28255

    The address of the principal business office of BAPFC is:
     
    214 North Tryon Street
    Charlotte, North Carolina 28255

    (c) BAC and its subsidiaries provide diversified global financial services and products.  The principal business of BAPFC is to make investments and provide loans to clients.
     
    Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein.  To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto.
     
    (d) Other than as set forth on Schedule II, during the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
     
    Item 3
    Source and Amount of Funds or Other Consideration
     
    The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $253,000,000.  The source of funds was the working capital of the Reporting Persons.
     

    The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company.
     
    Item 4
    Purpose of the Transaction
     
    BAPFC has purchased the RVMTP Shares for investment purposes.  BAPFC acquired the RVMTP Shares directly from the Company pursuant to the RVMTP Purchase Agreement dated April 17, 2024, between the Company and BAPFC on their initial issuance for a purchase price of $253,000,000.
     
    The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect.
     
    Item 5
    Interest in Securities of the Issuer
     
    (a) - (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
     
    (c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.
     
    (d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, RVMTP Shares that may be deemed to be beneficially owned by the Reporting Persons.
     
    (e) Not applicable.
     
    Item 6
    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
     
    The responses of the Reporting Persons to Item 4 are incorporated herein by reference.  With respect to the RVMTP Shares owned by BAPFC, on April 17, 2024 BAPFC assigned certain preferred class voting rights on the RVMTP Shares to a voting trust (the “Voting Trust”) created pursuant to the Voting Trust Agreement, dated April 17, 2024, among BAPFC, Lord Securities Corporation, as voting trustee (the “Voting Trustee”) and Institutional Shareholder Services Inc. (the “Voting Consultant”).  Voting and consent rights on the RVMTP Shares not assigned to the Voting Trust have been retained by BAPFC.  The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting.  The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent.  BAPFC has the right to cause the Company to register the RVMTP Shares pursuant to a Registration Rights Agreement, dated April 17, 2024 between the Company and BAPFC.
     

    Item 7
    Material to be Filed as Exhibits
     
    Exhibit
    Description of Exhibit
       
    99.1
    Joint Filing Agreement
       
    99.2
    Limited Power of Attorney
       
    99.3
    Voting Trust Agreement dated April 17, 2024
       
    99.4
    RVMTP Shares Purchase Agreement dated April 17, 2024
       
    99.5
    Registration Rights Agreement dated April 17, 2024


    SIGNATURES
     
    After reasonable 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.
     
    Date:   April 24, 2024
     
       
     
    BANK OF AMERICA CORPORATION
     
     
    By:
    /s/ Michael Jentis  
     
    Name:  Michael Jentis
     
    Title:  Attorney-in-fact
       
     
    BANC OF AMERICA PREFERRED FUNDING CORPORATION
     
     
    By:
    /s/ Michael Jentis  
     
    Name:  Michael Jentis
     
    Title:  Authorized Signatory


    LIST OF EXHIBITS
     
    Exhibit
    Description of Exhibit
       
    99.1
    Joint Filing Agreement
       
    99.2
    Limited Power of Attorney
       
    99.3
    Voting Trust Agreement dated April 17, 2024
       
    99.4
    RVMTP Shares Purchase Agreement dated April 17, 2024
       
    99.5
    Registration Rights Agreement dated April 17, 2024


    SCHEDULE I

    EXECUTIVE OFFICERS AND DIRECTORS OF
    REPORTING PERSONS

    The following sets forth the name and present principal occupation of each executive officer and director of Bank of America Corporation.  The business address of each of the executive officers and directors of Bank of America Corporation is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.

    Name
     
    Position with Bank of
    America Corporation
     
    Principal Occupation
             
    Brian T. Moynihan
     
    Chairman of the Board, Chief Executive Officer and Director
     
    Chairman of the Board and Chief Executive Officer of Bank of America Corporation
             
    Paul M. Donofrio
     
    Vice Chair
     
    Vice Chair of Bank of America Corporation
             
    Thong M. Nguyen
     
    Vice Chair, Head of Global Strategy & Enterprise Platforms
     
    Vice Chair, Head of Global Strategy & Enterprise Platforms of Bank of America Corporation
             
    Catherine P. Bessant
     
    Vice Chair, Global Strategy
     
    Vice Chair, Global Strategy of Bank of America Corporation
             
    Bruce R. Thompson
     
    Vice Chair, Head of Enterprise Credit
     
    Vice Chair, Head of Enterprise Credit of Bank of America Corporation
             
    Dean C. Athanasia
     
    President, Regional Banking
     
    President, Regional Banking of Bank of America Corporation
             
    James P. DeMare
     
    President, Global Markets
     
    President, Global Markets of Bank of America Corporation
             
    Kathleen A. Knox
     
    President, The Private Bank
     
    President, The Private Bank of Bank of America Corporation
             
    Matthew M. Koder
     
    President, Global Corporate and Investment Banking
     
    President, Global Corporate and Investment Banking of Bank of America Corporation
             
    Bernard A. Mensah
     
    President, International; CEO, Merrill Lynch International
     
    President, International of Bank of America Corporation and CEO, Merrill Lynch International
             
    Lindsay DeNardo Hans
     
    President, Co-Head Merrill Wealth Management
     
    President, Co-Head Merrill Wealth Management of Bank of America Corporation
             
    Eric Schimpf
     
    President, Co-Head Merrill Wealth Management
     
    President, Co-Head Merrill Wealth Management of Bank of America Corporation
             
    Aditya Bhasin
     
    Chief Technology and Information Officer
     
    Chief Technology and Information Officer of Bank of America Corporation
             
    D. Steve Boland
     
    Chief Administrative Officer
     
    Chief Administrative Officer of Bank of America Corporation


    Alastair Borthwick
     
    Chief Financial Officer
     
    Chief Financial Officer of Bank of America Corporation
             
    Sheri Bronstein
     
    Chief Human Resources Officer
     
    Chief Human Resources Officer of Bank of America Corporation
             
    Geoffrey Greener
     
    Chief Risk Officer
     
    Chief Risk Officer of Bank of America Corporation
             
    Thomas M. Scrivener
     
    Chief Operations Executive
     
    Chief Operations Executive of Bank of America Corporation
             
    Lauren A. Mogensen
     
    Global General Counsel
     
    Global General Counsel of Bank of America Corporation
             
    Lionel L. Nowell, III
     
    Lead Independent Director
     
    Lead Independent Director, Bank of America Corporation; Former Senior Vice President and Treasurer, PepsiCo, Inc.
             
    Sharon L. Allen
     
    Director
     
    Former Chairman of Deloitte LLP
             
    Jose E. Almeida
     
    Director
     
    Chairman, President and Chief Executive Officer of Baxter International Inc.
             
    Pierre J.P. de Weck1
     
    Director
     
    Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
             
    Arnold W. Donald
     
    Director
     
    Former President and Chief Executive Officer, Carnival Corporation & Carnival plc
             
    Linda P. Hudson
     
    Director
     
    Former Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
             
    Monica C. Lozano
     
    Director
     
    Lead Independent Director, Target Corporation; Former Chief Executive Officer, Former College Futures Foundation and Former Chairman, US Hispanic Media Inc.
             
    Denise L. Ramos
     
    Director
     
    Former Chief Executive Officer and President of ITT Inc.
             
    Clayton S. Rose
     
    Director
     
    Baker Foundation Professor of Management Practice at Harvard Business School
             
    Michael D. White
     
    Director
     
    Former Chairman, President, and Chief Executive Officer of DIRECTV
             
    Thomas D. Woods2
     
    Director
     
    Former Vice Chairman and Senior Executive Vice President of Canadian Imperial Bank of Commerce; Former Chairman, Hydro One Limited
             
    Maria T. Zuber
     
    Director
     
    Vice President for Research and E.A., Griswold Professor of Geophysics, MIT


    1 Mr. de Weck is a citizen of Switzerland.
    2 Mr. Woods is a citizen of Canada.


    The following sets forth the name and present principal occupation of each executive officer and director of Banc of America Preferred Funding Corporation.  The business address of each of the executive officers and directors of Banc of America Preferred Funding Corporation is 214 North Tryon Street, Charlotte, North Carolina 28255.

    Name
     
    Position with Banc of
    America Preferred
    Funding Corporation
     
    Principal Occupation
             
    John J. Lawlor
     
    Director and President
     
    Managing Director, Municipal Markets and Public Sector Banking Executive of BofA Securities, Inc. and Bank of America, National Association
    Edward H. Curland
     
    Director and Managing Director
     
    Managing Director, Municipal Markets Executive for Trading of BofA Securities, Inc. and Bank of America, National Association
    James Duffy
     
    Managing Director
     
    Director; MBAM BFO, The CFO Group
    of  Bank of America, National Association
    Michael I. Jentis
     
    Managing Director
     
    Managing Director, Head of Sales – Public Finance of BofA Securities, Inc. and Bank of America, National Association
    Mona Payton
     
    Managing Director
     
    Managing Director, Municipal Markets Executive for Short-Term Trading of BofA Securities, Inc. and Bank of America, National Association
    Edward J. Sisk
     
    Director and Managing Director
     
    Managing Director, Public Finance Executive of BofA Securities, Inc. and Bank of America, National Association
    John B. Sprung
     
    Director
     
    Corporate Director
    David A. Stephens
     
    Director and Managing Director
     
    Managing Director, Executive for Public Finance and Public Sector Credit Products of BofA Securities, Inc. and Bank of America, National Association


    SCHEDULE II
     
    LITIGATION SCHEDULE
     
    Bank of America Corporation and certain of its affiliates, including BofA Securities, Inc. ("BofA Securities," successor in interest to Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Bank of America, N.A., have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business.  Certain of such proceedings have resulted in findings of violations of federal or state securities laws.  Such proceedings are reported and summarized in the BofA Securities Form BD as filed with the SEC, which descriptions are hereby incorporated by reference.



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    • PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, and PIMCO New York Municipal Income Fund III Announce Final Results of Tender Offers for Auction Rate Preferred Shares and Issuance of Remarketable Variable Rate MuniFund Term Preferred Shares

      NEW YORK, April 17, 2024 (GLOBE NEWSWIRE) -- PIMCO California Municipal Income Fund (NYSE:PCQ), PIMCO California Municipal Income Fund II (NYSE:PCK), PIMCO California Municipal Income Fund III (NYSE:PZC), PIMCO Municipal Income Fund (NYSE:PMF), PIMCO Municipal Income Fund II (NYSE:PML), PIMCO Municipal Income Fund III (NYSE:PMX), PIMCO New York Municipal Income Fund (NYSE:PNF), PIMCO New York Municipal Income Fund II (NYSE:PNI) and PIMCO New York Municipal Income Fund III (NYSE:PYN) (each, a "Fund" and, together, the "Funds") today announced the expiration and final results of each Fund's previously-announced voluntary tender offer (each, a "Tender Offer" and, together, the "Tender Offers"

      4/17/24 6:23:09 PM ET
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      Trusts Except Educational Religious and Charitable
      Finance
      Investment Managers
      Finance/Investors Services
    • Certain PIMCO Closed-End Funds Announce Tender Offers for Auction Rate Preferred Shares

      NEW YORK, March 12, 2024 (GLOBE NEWSWIRE) -- PIMCO Corporate & Income Strategy Fund (NYSE:PCN), PIMCO High Income Fund (NYSE:PHK), PIMCO Income Strategy Fund (NYSE:PFL), PIMCO Income Strategy Fund II (NYSE:PFN), PIMCO Corporate & Income Opportunity Fund (NYSE:PTY), PIMCO California Municipal Income Fund (NYSE:PCQ), PIMCO California Municipal Income Fund II (NYSE:PCK), PIMCO California Municipal Income Fund III (NYSE:PZC), PIMCO Municipal Income Fund (NYSE:PMF), PIMCO Municipal Income Fund II (NYSE:PML), PIMCO Municipal Income Fund III (NYSE:PMX), PIMCO New York Municipal Income Fund (NYSE:PNF), PIMCO New York Municipal Income Fund II (NYSE:PNI) and PIMCO New York Municipal Income Fund III

      3/12/24 6:57:17 PM ET
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      Trusts Except Educational Religious and Charitable
      Finance
      Investment Managers
      Finance Companies
    • Certain PIMCO Closed-End Funds Announce Tender Offer Results for Auction Rate Preferred Shares

      NEW YORK, Sept. 20, 2023 (GLOBE NEWSWIRE) -- PIMCO Corporate & Income Opportunity Fund (NYSE:PTY), PIMCO Corporate & Income Strategy Fund (NYSE:PCN), PIMCO High Income Fund (NYSE:PHK), PIMCO Income Strategy Fund (NYSE:PFL), PIMCO Income Strategy Fund II (NYSE:PFN), PIMCO California Municipal Income Fund (NYSE:PCQ), PIMCO California Municipal Income Fund II (NYSE:PCK), PIMCO California Municipal Income Fund III (NYSE:PZC), PIMCO Municipal Income Fund (NYSE:PMF), PIMCO Municipal Income Fund II (NYSE:PML), PIMCO Municipal Income Fund III (NYSE:PMX), PIMCO New York Municipal Income Fund (NYSE:PNF), PIMCO New York Municipal Income Fund II (NYSE:PNI) and PIMCO New York Municipal Income Fund III

      9/20/23 4:52:16 PM ET
      $PCK
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      $PCQ
      $PFL
      Trusts Except Educational Religious and Charitable
      Finance
      Investment Managers
      Finance Companies