SEC Form SC TO-I filed by NYLI MacKay DefinedTerm Muni Opportunities Fund
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 17, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND
(Name of Subject Company)
NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND
(Name of Filing Person (Issuer))
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
56064K100
(CUSIP Number of Class of Securities)
J. Kevin Gao, Esq.
30 Hudson Street
Jersey City, New Jersey 07302
(212) 576-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copies to:
Thomas C. Bogle, Esq.
Corey F. Rose, Esq.
Dechert LLP
1900 K Street, NW
Washington, DC 20006
| ☐ | 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. |
| Amount Previously Paid: | Filing Party: | |
| Form or Registration No.: | Date Filed: |
| ☐ | 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) |
EXPLANATORY NOTE
Copies of the Offer to Purchase, dated October 17, 2024, and the Letter of Transmittal, among other documents, have been filed by NYLI MacKay DefinedTerm Muni Opportunities Fund as exhibits to this Schedule TO, Tender Offer Statement (the “Schedule”), pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless otherwise indicated, all material incorporated herein by reference in response to items or sub-items of this Schedule is incorporated by reference from the corresponding caption in the Offer to Purchase, including the information provided under those captions.
ITEM 1. SUMMARY TERM SHEET
Reference is hereby made to the Summary Term Sheet of the Offer to Purchase, which is attached as Exhibit (a)(1)(i) and is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the issuer is NYLI MacKay DefinedTerm Muni Opportunities Fund, a diversified, closed-end management investment company organized as a Delaware statutory trust (the “Fund”). The principal executive offices of the Fund are located at 51 Madison Avenue, New York, NY 10010. The telephone number is (212) 576-7000.
(b) The title of the subject class of equity securities described in the offer is common shares of beneficial interest, par value $0.001 per share (the “Shares”). As of October 10, 2024 there were 27,926,793.602 Shares issued and outstanding.
(c) The principal market in which the Shares are traded is the New York Stock Exchange (“NYSE”). For information on the high, low and closing (as of the close of ordinary trading on the NYSE on the last day of the Fund’s fiscal quarter) net asset values and market prices of the Shares in such principal market for each quarter during the Fund’s past two fiscal years, see Section 8, “Price Range of Shares,” of the Offer to Purchase, which is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) The name of the filing person is NYLI MacKay DefinedTerm Muni Opportunities Fund (previously defined as the “Fund”), a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a Delaware statutory trust. The principal executive offices of the Fund are located at 51 Madison Avenue, New York, NY 10010. The telephone number is (212) 576-7000. The filing person is the subject company. The members of the Board of Trustees of the Fund are as follows: Naïm Abou-Jaoudé, David H. Chow, Karen Hammond, Susan B. Kerley, Alan R. Latshaw, Jacques P. Perold and Richard S. Trutanic.
The principal executive officer of the Fund is Kirk C. Lehneis, President. The principal financial officer of the Fund is Jack R. Benintende, Treasurer.
Correspondence to the Trustees and executive officers of the Fund should be mailed to the attention of J. Kevin Gao, Secretary of the Fund at 51 Madison Avenue, New York, New York, 10010.
ITEM 4. TERMS OF THE TRANSACTION
(a) The Fund’s Board of Trustees has determined to commence an offer to purchase up to 100% of the Fund’s issued and outstanding Shares. The offer is for cash at a price per share equal to the net asset value per share as of the close of ordinary trading on the NYSE on November 14, 2024, or if the offer is extended, as of the close of ordinary trading on the NYSE on the new expiration date, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the related Letter of Transmittal (which together constitute the “Offer”).
Copies of the Offer to Purchase and the Letter of Transmittal are attached hereto as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively, each of which is incorporated herein by reference. For more information on the type and amount of consideration offered to shareholders, the scheduled expiration date, extending the Offer and the Fund’s intentions in the event of oversubscription, see Section 1, “Price; Number of Shares,” and Section 15, “Extension of Tender Period; Termination; Amendments,” of the Offer to Purchase. For information on the dates relating to the withdrawal of tendered Shares, the procedures for tendering Shares and withdrawing Shares tendered, and the manner in which Shares will be accepted for payment, see Section 2, “Procedures for Tendering Shares,” Section 3, “Withdrawal Rights,” and Section 4, “Payment for Shares,” of the Offer to Purchase. For information on the federal income tax consequences of the Offer, see Section 2, “Procedures for Tendering Shares,” Section 10, “Certain Effects of the Offer,” and Section 14, “Material Federal Income Tax Consequences,” of the Offer to Purchase.
The information requested by Items 1004(a)(1)(x) and (xi) and Item 1004(a)(2) of Regulation M-A are not applicable.
(b) None of the Trustees of the Fund, the adviser or the subadviser own any Shares of the Fund. Therefore, the Fund does not intend to purchase Shares from any Trustee, adviser or subadviser of the Fund pursuant to the Offer. An executive officer of the Fund may tender his or her Shares pursuant to the Offer, in which case he or she will be subject to the same conditions of the Offer as all other shareholders of the Fund. For more information, see Section 9 “Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares,” of the Offer to Purchase.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(e) Reference is hereby made to Section 7, “Plans or Proposals of the Fund,” Section 9, “Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares,” Section 12, “Certain Information About the Fund,” and Section 16, “Fees and Expenses,” of the Offer to Purchase, which is incorporated herein by reference. Except as set forth therein, the Fund does not know of any agreement, arrangement or understanding, whether or not legally enforceable, between the Fund (including any of the Fund’s executive officers or Trustees, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund) and any other person with
respect to any securities of the Fund. The foregoing includes, but is not limited to: the transfer or the voting of securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a)–(c) Reference is hereby made to Section 1, “Price; Number of Shares,” Section 6, “Purpose of the Offer,” Section 7, “Plans or Proposals of the Fund,” Section 10, “Certain Effects of the Offer,” Section 11, “Source and Amount of Funds,” and Section 12, “Certain Information About the Fund,” of the Offer to Purchase, which is incorporated herein by reference. Except as noted herein and therein, the events listed in Item 1006(c)(1), (3)–(8) and (10) of Regulation M-A are not applicable to the Fund (including any of the Fund’s executive officers or Trustees, any person controlling the Fund or any officer or director of any corporation or other person ultimately in control of the Fund).
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a)–(b) Reference is hereby made to Section 11, “Source and Amount of Funds,” of the Offer to Purchase, which is incorporated herein by reference.
The information requested by Item 1007(d) of Regulation M-A is not applicable to the Fund’s executive officers and Trustees, any person controlling the Fund or any executive officer or director of a corporation or other person ultimately in control of the Fund.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a)–(b) Reference is hereby made to Section 9, “Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares,” of the Offer to Purchase, which is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
(a) No persons have been employed, retained or are to be compensated by or on behalf of the Fund to make solicitations or recommendations in connection with the Offer.
ITEM 10. FINANCIAL STATEMENTS
Not applicable.
ITEM 11. ADDITIONAL INFORMATION
(a)(1) Reference is hereby made to Section 9, “Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Shares,” of the Offer to Purchase, which is incorporated herein by reference.
(a)(2)-(5) Not applicable.
(c) Reference is hereby made to the Offer to Purchase, which is incorporated herein by reference.
ITEM 12(a). EXHIBITS
| (a)(1)(i) | Letter to Shareholders and Offer to Purchase | |
| (a)(1)(ii) | Letter of Transmittal | |
| (a)(1)(iii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(iv) | Letter to Clients and Client Instruction Form | |
| (a)(1)(v) | Notice of Guaranteed Delivery | |
| (a)(2) | Not applicable | |
| (a)(3) | Not applicable | |
| (a)(4) | Not applicable | |
| (a)(5) | Press Release dated October 17, 2024 | |
| (b) | Not applicable | |
| (d)(1) | Management Agreement between Registrant and New York Life Investment Management LLC, dated as of June 26, 2012 | |
| (d)(2) | Amendment to Management Agreement between Registrant and New York Life Investment Management LLC, dated as of February 28, 2018 | |
| (d)(3) | Subadvisory Agreement by and between New York Life Investment Management LLC and MacKay Shields LLC, dated as of June 26, 2012 | |
| (d)(4) | Amendment to the Subadvisory Agreement by and between New York Life Investment Management LLC and MacKay Shields LLC, dated as of February 28, 2018 | |
| (g) | Not applicable | |
| (h) | Not applicable | |
ITEM 12(b). De-SPAC Transaction.
Not applicable.
ITEM 12(c). Filing Fees.
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.
| NYLI MACKAY DEFINEDTERM MUNI OPPORTUNITIES FUND |
| /s/ Kirk C. Lehneis |
| Kirk C. Lehneis |
| President |
October 17, 2024
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