Tender Offer - Virtus Total Return Fund Inc.
Form Type: SC TO-I/A
Filing Date: 2025-02-12
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525024907
Filing Summary: This filing represents an amendment to the Tender Offer Statement on Schedule TO originally filed by Virtus Total Return Fund Inc. on January 7, 2025. The document indicates that it is an issuer tender offer under Rule 13e-4 and provides details about various forms and letters related to the tender offer process. It includes information about communications to shareholders, brokers, and nominees regarding the tender offer, specified deadlines for participation, and previous press releases associated with the tender offer. Additionally, it notes that the amendment is not a final report on the tender offer's results. The filing is signed by Kathryn L. Santoro, the Vice President, Chief Legal Officer & Secretary of Virtus Total Return Fund Inc.
Additional details:
Title Of Class Of Securities: Common Stock, Par Value $0.001 Per Share
Cusip Number Of Class Of Securities: 92835W107
Name Of Subject Company: Virtus Total Return Fund Inc.
Name Of Filing Persons: Virtus Total Return Fund Inc.
Name Of Authorized Person: Kathryn Santoro
Address Of Authorized Person: One Financial Plaza Hartford, CT 06103-2608
Phone Number Of Authorized Person: 866-270-7788
Form Type: N-CSR
Filing Date: 2025-02-10
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525023426
Filing Summary: The Virtus Total Return Fund Inc. has been actively managing its investment strategy, focusing on a balance of equity and fixed income investments. The Fund announced a Tender Offer Program on March 11, 2024, aimed at enhancing shareholder value by providing liquidity and potentially reducing the trading discount to its net asset value (NAV). This included a tender offer for 10% of the Fund’s outstanding shares at 98% of NAV, which was executed on May 8, 2024, with 6,857,832 shares accepted at a price of $5.9976. Following its fiscal year-end, on December 2, 2024, the Fund announced a conditional tender offer based on trading discounts exceeding 12%, which started on January 7, 2025. The Fund's performance for the fiscal year ended November 30, 2024, showed a NAV return of 24.24% and a market price return of 28.66%, significantly outperforming its benchmark of 15.00%, which consisted of 60% equities and 40% fixed income.
Additional details:
Date Of Fiscal Year End: 2024-11-30
Managed Distribution Plan: Monthly distribution of $0.05 per share
Tender Offer Price: 98% of NAV
Form Type: SC TO-I/A
Filing Date: 2025-02-07
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525022458
Filing Summary: This document is an amendment to the Tender Offer Statement originally filed by Virtus Total Return Fund Inc. on January 7, 2025. The filing pertains to an issuer tender offer for the company's common stock. The purpose of this amendment is to update the information related to the tender offer and to provide additional materials supporting this solicitation. The document includes details such as the updated press release dated February 7, 2025, and various forms of letters of transmittal to shareholders and nominees. The filing also indicates that it does not relate to a preliminary communication or a third-party tender offer as sanctioned by the securities regulations.
Additional details:
Subject Company: Virtus Total Return Fund Inc.
Offeror: Virtus Total Return Fund Inc.
Title Of Class Of Securities: Common Stock
Cusip Number Of Class Of Securities: 92835W107
Authorized Person Name: Kathryn Santoro
Authorized Person Title: Vice President, Chief Legal Officer & Secretary
Authorized Person Contact: 866-270-7788
Exhibit A 1 I: Issuer tender offer statement dated January 7, 2025
Exhibit A 5 Iv: Text of press release dated and issued February 7, 2025 (filed herewith)
Form Type: SC TO-I
Filing Date: 2025-01-07
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525002373
Filing Summary: Virtus Total Return Fund Inc. filed a Tender Offer Statement on January 7, 2025, under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934. The fund is offering to purchase up to 10% of its outstanding shares, equating to a maximum of 6,172,049.60 shares of its common stock. This offer is available to stockholders who properly tender their shares by 5:00 PM Eastern Time on February 6, 2025. The purchase price for the shares will be set at 98% of their net asset value as of the expiration date. The statement includes references to a summary term sheet, conditions of the tender offer, and various sections detailing the acceptance and payment for shares, procedures for tendering, rights of withdrawal, and federal income tax consequences. This filing is a new issuer tender offer by the Fund to buy back a portion of its shares on defined terms, aimed at distributing cash back to shareholders and managing capital on its balance sheet.
Additional details:
Issuer Name: Virtus Total Return Fund Inc.
Offer Type: issuer tender offer
Number Of Shares Tendered: up to 6,172,049.60 shares
Expiration Date: 2025-02-06
Purchase Price Percentage: 98% of NAV
Form Type: SC TO-C
Filing Date: 2024-12-23
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312524284229
Filing Summary: Virtus Total Return Fund Inc. has announced its first conditional tender offer to acquire an additional 10% of its outstanding shares. This offer was triggered due to the Fund's Average Trading Discount exceeding 12% during a designated measurement period from May 31, 2024, to November 26, 2024, with an average discount of 12.51%. The tender offer is expected to commence around January 7, 2025, and will expire approximately on February 5, 2025, unless extended. The shares will be acquired for cash at a price equal to 98% of the net asset value as of the close of trading on the expiration date, minus any related expenses. Detailed offering materials will be provided to shareholders at a later date, and the information will also be available on the SEC's website.
Additional details:
Name Of Subject Company: Virtus Total Return Fund Inc.
Name Of Filing Person: Virtus Total Return Fund Inc.
Title Of Class Of Securities: Common Stock, Par Value $0.001 Per Share
Cusip Number: 92835W107
Contact Name: Kathryn Santoro
Contact Title: Vice President, Chief Legal Officer & Secretary
Contact Address: One Financial Plaza Hartford, CT 06103-2608
Contact Phone: 866-270-7788
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