SEC Form SC TO-I/A filed by MFS Municipal Income Trust (Amendment)

☐ 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)

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EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2023, as first amended October 6, 2023, regarding the communications made for the commencement of a tender offer (the “Offer”) on October 6, 2023 by MFS High Yield Municipal Trust, a closed-end management investment company (the “Fund”), to purchase for cash up to 10% or 2,832,531 shares of the Fund’s outstanding common shares (the “Shares”) upon the terms and subject to the conditions of the Offer.

This Amendment No. 2 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.

Forward-Looking Statements

This document contains statements regarding plans and expectations for the future that constitute forward-looking statements within The Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical fact are forward-looking and can be identified by the use of words such as “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words.  Such forward-looking statements are based on the Fund’s current plans and expectations, are not guarantees of future results or performance, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.  All forward-looking statements are as of the date of this release only; the Fund undertakes no obligation to update or review any forward-looking statements.  You are urged to carefully consider all such factors.

Items 1 through 11 and Item 13

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference into this Amendment No. 2 in answer to Item 1 through Item 11 and Item 13 of Schedule TO.

Items 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:

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MFS High Yield Municipal Trust
		By:                                             /s/ William B. Wilson
		Name:                                         William B. Wilson
		Title:       Assistant Secretary and Assistant Clerk