Tender Offer - Western Asset High Yield Defined Opportunity Fund Inc.

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Form Type: SC TO-I

Filing Date: 2025-06-20

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525143722

Filing Summary: Western Asset High Yield Defined Opportunity Fund Inc. filed a Tender Offer Statement on Schedule TO relating to an issuer tender offer to purchase for cash up to 100% of its issued and outstanding shares of common stock, with a par value of $0.001 per share. The tender offer price is set at 100% of the Fund's net asset value per share as of the close of trading on July 21, 2025, or the next trading day if the offer is extended. The filing includes an Offer to Purchase dated June 20, 2025, along with a Letter of Transmittal that details the terms and conditions of the offering. This filing is meant to provide essential information pertinent to the offer and is categorized as a new tender offer without prior amendments reported.

Additional details:

Title Of Class Of Securities: Common Stock

Cusip Number Of Class Of Securities: 95768B107

Price Per Share: 100% of the Fund's net asset value per share

Date Of Offer Expiration: 2025-07-21

Offer To Purchase Date: 2025-06-20

Signature Name: Jane Trust

Signature Title: Director, Chief Executive Officer and President

Form Type: SC TO-C

Filing Date: 2025-06-09

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525137678

Filing Summary: On June 9, 2025, Western Asset High Yield Defined Opportunity Fund Inc. announced the results of its Special Meeting of Stockholders held on June 6, 2025. The stockholders approved a proposal to convert the fund into a perpetual fund by eliminating its term, which was set to end on September 30, 2025. Following this, the fund will conduct a tender offer for up to 100% of its outstanding shares at a price per share equal to 100% of the fund's net asset value at expiration. The expected commencement of this tender offer is around June 20, 2025, with an expiration time of approximately July 21, 2025. If the fund retains at least $75 million in net assets after the offer, it will change its name to "Western Asset High Yield Opportunity Fund Inc." Otherwise, if less than $75 million remains, it will proceed to liquidate on September 30, 2025. Additionally, the fund's investment manager will waive 20 basis points of its management fee for one year after the proposal's approval.

Additional details:

Title Of Class Of Securities: Common Stock

Cusp Number: 95768B107

Authorized Person Name: MARC A. DE OLIVEIRA

Authorized Person Address: 100 FIRST STAMFORD PLACE, STAMFORD, CT 06902

Authorized Person Phone: (203) 703-7028

Investment Manager Name: Franklin Templeton Fund Adviser, LLC

Investment Manager Fee Waiver: 20 basis points for one year

Form Type: DEFA14A

Filing Date: 2025-04-22

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525089190

Filing Summary: At the upcoming Special Meeting of Stockholders scheduled for May 22, 2025, shareholders will vote on a crucial proposal aimed at transforming the Western Asset High Yield Defined Opportunity Fund Inc. (HYI) into a perpetual fund. This proposal includes amending the Fund's articles of incorporation to eliminate its current term ending on September 30, 2025, and changing its fundamental policy regarding liquidation. Importantly, these amendments are contingent upon having at least $75 million in net assets remaining in the Fund after a proposed tender offer seeks to buy back 100% of the shares outstanding. If the proposal does not pass, the Fund is set to automatically liquidate, which would eliminate shareholder benefits associated with the existing fund structure.

Additional details:

Meeting Date: 2025-05-22

Proposal Description: convert HYI to a perpetual fund by amending articles of incorporation and eliminating the fundamental policy to liquidate

Tender Offer Condition: at least $75 million of net assets remaining after the completion of a tender offer for 100% of the shares outstanding

Liquidation Condition: if the Term Proposal does not pass, the Fund will automatically liquidate

Form Type: DEF 14A

Filing Date: 2025-03-31

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525068751

Filing Summary: Western Asset High Yield Defined Opportunity Fund Inc. filed a definitive proxy statement to solicit stockholder votes for a Special Meeting scheduled on May 22, 2025. The main proposal is to convert the Fund into a perpetual fund, which involves amending the Fund's articles of incorporation to eliminate its term set to expire on September 30, 2025. This change is dependent on maintaining at least $75 million in net assets post a tender offer for 100% of the outstanding shares at net asset value (NAV). If approved, stockholders will have an opportunity to sell shares back to the Fund at NAV in June 2025, providing liquidity options while avoiding liquidation on the Term Date. The board recommends voting in favor of the proposal, citing benefits such as continued exposure to the Fund's portfolio and a fee waiver of 20 basis points for the management fee for one year post-approval. Absence of necessary votes would lead to cancellation of the tender offer and proceeding with the scheduled liquidation on the Term Date.

Additional details:

Proposal Description: Convert the Fund into a perpetual fund by amending the articles of incorporation to eliminate the term and fundamental policy to liquidate.

Tender Offer Details: Conduct a tender offer for 100% of the shares outstanding at NAV.

Fee Waiver: 20 basis points of the annual management fee will be waived for one year following stockholder approval.

Record Date: March 19, 2025

Outstanding Shares: 22,666,975 shares of Common Stock as of the record date.

Form Type: PRE 14A

Filing Date: 2025-03-19

Corporate Action: Tender-offer

Type: New

Accession Number: 000119312525057852

Filing Summary: Western Asset High Yield Defined Opportunity Fund Inc. has filed a preliminary proxy statement for a special meeting of stockholders scheduled for May 22, 2025, to discuss a proposal aimed at converting the Fund from a defined term to a perpetual fund. The proposal involves amending the Fund's articles of incorporation to eliminate the current term ending on September 30, 2025, contingent upon the Fund maintaining at least $75 million in net assets following a tender offer for 100% of its shares at net asset value (NAV). If stockholders approve the proposal, the Fund will initiate a tender offer for all its Common Stock in June 2025. Furthermore, if the proposal is successful, the Fund will change its name to Western Asset High Yield Opportunity Fund Inc. Additionally, the Fund's investment adviser, Franklin Templeton Fund Adviser, LLC, has agreed to waive 20 basis points of its management fee for one year if the proposal is approved, potentially decreasing the Fund's overall expense ratio. The document outlines the rationale for the proposal, emphasizing benefits such as continued exposure to the Fund's portfolio, liquidity options for stockholders, and access to high-yield debt markets. Stockholders are encouraged to represent their votes at the meeting, where a majority is needed for approval of the proposal.

Additional details:

Record Date: 2025-03-19

Special Meeting Date: 2025-05-22

Share Count Outstanding: 22666975

Management Fee Waiver: 20 basis points

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