As filed with the Securities and Exchange Commission May 7, 2024
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
Virtus Total Return Fund Inc.
(Name of Subject Company (Issuer))
Virtus Total Return Fund Inc.
(Name of Filing Persons (Offeror))
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
92835W107
(CUSIP Number of Class of Securities)
Jennifer Fromm, Esq.
Vice President, Chief Legal Officer & Secretary for Registrant
One Financial Plaza
Hartford, CT 06103-2608
866-270-7788
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
| ☐ | 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 amends the Tender Offer Statement on Schedule TO originally filed by Virtus Total Return Fund Inc. (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on April 2, 2024.
| * | Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on April 2, 2024. |
| ^ | Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on April 8, 2024. |
| # | Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on May 2, 2024. |
| 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.
| VIRTUS TOTAL RETURN FUND INC. |
| /s/ Jennifer S. Fromm |
| Name: Jennifer S. Fromm |
| Title: Secretary |
Dated: May 7, 2024