EIM Eaton Vance Municipal Bond Fund

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 2025

 

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

(Amendment No. 3)

 

Eaton Vance Municipal Bond Fund

(Name of Subject Company (Issuer))

 

Eaton Vance Municipal Bond Fund

(Name of Filing Person (Issuer))

 

Common Shares of Beneficial Interest, $.01 par value

(Title of Class of Securities)

 

27827X101

(CUSIP Number of Class of Securities)

 

Deidre E. Walsh

Eaton Vance Management

One Post Office Square

Boston, Massachusetts 02109

(617) 672-8305

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

 

 

 

[_]

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.

[X]

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. [X]

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Eaton Vance Municipal Bond Fund, a Massachusetts business trust (the “Fund”), with the Securities and Exchange Commission on December 10, 2024 (“Schedule TO”). Schedule TO relates to the offer by the Fund to purchase for cash up to 5% or 2,846,127 shares of its outstanding common shares of beneficial interest, with par value of $0.01 (the “Shares”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated December 10, 2024 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, set forth the terms that constitute the “Offer”), both of which are attached to Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

 

This Amendment No. 3 is being filed to report the final results of the Offer and is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. Only those items amended are reported in this Amendment No. 3. The information set forth in Schedule TO is incorporated herein by reference, except that such information is hereby amended and supplemented to the extent amended and supplemented by the information provided herein and the exhibit filed herewith.

 

You should read this Amendment No. 3 together with Schedule TO, and all exhibits attached thereto, including the Offer to Purchase and the Letter of Transmittal, as each may have been amended or supplemented from time to time.

 

Item 11.

Item 11 is hereby amended and supplemented by adding at the end thereof the following text:

“On January 14, 2025, the Fund issued a press release announcing the final results of the Offer, which expired on January 10, 2025 at 5:00 p.m. Eastern Time. A copy of the press release is filed as Exhibit (a)(5)(v) to this Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

 

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

 

(a)(5)(v) Press Release issued on January 14, 2025.

107 Filing Fees – Calculation of Filing Fee Table.

 

 

 

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.

 

Eaton Vance Municipal Bond Fund

 

 

By: /s/ Kenneth A. Topping

Name: Kenneth A. Topping

Title:    President

 

 

 

Dated as of January 14, 2025

 

 

 

 

 

 

Exhibit Index

 

Exhibit	Description
(a)(5)(v)	Press Release issued on January 14, 2025.
107	Filing Fees – Calculation of Filing Fee Table.

 

EXHIBIT (a)(5)(v) 

 

 

Investor Contact: (800) 262-1122

 

FOR IMMEDIATE RELEASE

 

EATON VANCE MUNICIPAL BOND FUND ANNOUNCES

FINAL RESULTS OF TENDER OFFER

 

BOSTON, MA, January 14, 2025 - Eaton Vance Municipal Bond Fund (NYSE American: EIM) (the “Fund”) announced today the final results of the Fund’s cash tender offer for the following amount of its outstanding common shares (the “Tender Offer”). The Tender Offer expired at 5:00 p.m. Eastern Time on January 10, 2025.

 

The final results of the Tender Offer based on a count by Equiniti Trust Company, LLC, the depositary for the Tender Offer, are provided in the table below.

 

Common Shares Offered to Purchase Pursuant to the Tender Offer	Common Shares Properly Tendered	Common Shares to be Purchased	Pro-Ration Factor*	Purchase Price**	Number of Outstanding Common Shares after Giving Effect to Tender Offer
2,846,127	15,329,937	2,846,127	18.565785%	$10.7664	54,076,420

* The number of common shares to be purchased divided by the number of common shares properly tendered. The pro-ration factor is subject to rounding adjustment to avoid the purchase of fractional shares.

** Equal to 98% of the relevant Fund’s net asset value (“NAV”) per share as of the close of regular trading on the New York Stock Exchange (NYSE) on January 10, 2025 (the date the Tender Offer expired).

 

Under the terms and conditions of the Tender Offer, if the number of common shares properly tendered exceeded the number of common shares offered to purchase, the Fund will purchase common shares properly tendered on a pro-rata basis (disregarding fractional shares). As indicated above, the Fund will purchase 18.565785% of the common shares properly tendered. The Fund will purchase the common shares accepted for payment as promptly as practicable.

 

The information agent for the Tender Offer is EQ Fund Solutions, LLC. Any questions with regard to the Tender Offer may be directed to the information agent toll-free at 1-877-732-3614.

 

In addition, EIM announced that, in connection with the recent close of the Fund’s Tender Offer on January 10, 2025, the Fund will commence a fourth-month measurement period, beginning March 10, 2025 through July 9, 2025, whereby if, during such period, the Fund’s common shares trade at an average discount to NAV of more than 7.5% (based upon the average of the difference between its volume-weighted average market price and NAV each business day during the period, as measured at the close of the period) (the “Second Trigger Event”), the Fund will conduct a tender offer (the “Second Conditional Tender Offer”) within 20 business days of the date on which the Second Trigger Event occurs. The Second Conditional Tender Offer will be for up to 5% of the Fund’s then-outstanding common shares at 98% of NAV per share as of the close of regular trading on the New York Stock Exchange on the date the tender offer expires.

 

If the conditions of the Second Trigger Event are met, then additional terms and conditions of the Second Conditional Tender Offer will be set forth in the Fund’s offering materials filed with the U.S. Securities and Exchange Commission (the “SEC”), which will be distributed to the Fund’s common shareholders, and in additional press releases, as applicable. If the number of common shares tendered in the Second Conditional Tender Offer exceeds the maximum amount of the Second Conditional Tender Offer, the Fund will purchase shares from tendering shareholders on a pro-rata basis (disregarding fractional common shares). Accordingly, there is no assurance that the Fund will purchase all of a shareholder’s common shares tendered in the Second Conditional Tender Offer. The Fund may determine not to accept shares tendered in the Second Conditional Tender Offer under various circumstances, as will be set forth in the offering materials. Further information about the Second Conditional Tender Offer will be announced in future press releases and the Fund’s offering materials.

 

# # #

 

About the Fund

 

Except for sales of shares pursuant to a tender offer, common shares of the Fund are available for purchase or sale only through secondary market trading at their current market price. Shares of closed-end funds (such as the Fund) often trade at a discount from their NAV. The market price of Fund shares may vary from NAV based on factors affecting the supply and demand for shares, such as Fund distribution rates relative to similar investments, investors’ expectations for future distribution changes, the clarity of the Fund’s investment strategy and future return expectations, and investors’ confidence in the underlying markets in which the Fund invests. Fund shares are subject to investment risk, including possible loss of principal invested. Fund shares are not FDIC-insured and are not deposits or other obligations of, or guaranteed by, any bank. The Fund is not a complete investment program and you may lose money investing in the Fund. An investment in the Fund may not be appropriate for all investors. Before investing in the Fund, prospective investors should consider carefully the Fund’s investment objective, strategies, risks, charges and expenses.

 

 

Eaton Vance is part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley.

 

About Morgan Stanley Investment Management 

 

Morgan Stanley Investment Management, together with its investment advisory affiliates, has more than 1,400 investment professionals around the world and $1.6 trillion in assets under management or supervision as of September 30, 2024. Morgan Stanley Investment Management strives to provide outstanding long-term investment performance, service, and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide. For further information about Morgan Stanley Investment Management, please visit www.morganstanley.com/im.

 

About Morgan Stanley

 

Morgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services. With offices in 42 countries, the Firm's employees serve clients worldwide including corporations, governments, institutions and individuals. For more information about Morgan Stanley, please visit www.morganstanley.com.

 

 

Important Notice

 

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Fund. The Tender Offer was made only by an offer to purchase, a related letter of transmittal and other documents filed with the SEC as exhibits to a tender offer statement on Schedule TO, with all such documents available on the SEC’s website at www.sec.gov. The Fund has also made available to shareholders without charge the offer to purchase and the letter of transmittal. Shareholders should read these documents carefully, as they contain important information about the Tender Offer.

 

This press release is for informational purposes only and is not intended to, and does not, constitute an offer to purchase or sell shares of the Fund. Additional information about the Fund, including performance and portfolio characteristic information, is available at eatonvance.com.

 

Statements in this press release that are not historical facts are “forward-looking statements” as defined by the U.S. securities laws. You should exercise caution in interpreting and relying on forward-looking statements because they are subject to uncertainties and other factors which are, in some cases, beyond the Fund’s control and could cause actual results to differ materially from those set forth 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.

 

EXHIBIT 107

Calculation of Filing Fee Tables

SC TO-I/A

(Form Type)

EATON VANCE MUNICIPAL BOND FUND

(Exact Name of Registrant as Specified in its Charter)

Table 1 - Transaction Valuation

 

	Transaction Valuation	Fee Rate	Amount of Filing Fee
Fees to Be Paid	-	0.00015310	-
Fees Previously Paid	$32,161,235.10(a)		$4,923.89(b)
Total Transaction Valuation	$30,652,787(c)
Total Fees Due for Filing			$4,692.94(b)
Total Fees Previously Paid			$4,923.89(b)
Total Fee Offsets			-
Net Fee Due			$0

 

 

(a)

Previously calculated as the estimated aggregate maximum purchase price for common shares of beneficial interest of Eaton Vance Municipal Bond Fund (the “Fund”) in the offer. A fee of $4,923.89 was paid in connection with the filing of the Schedule TO-I by the Fund (File No. 005-85179) on December 10, 2024 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the offer.

 

(b)

Calculated at $153.10 per $1,000,000 of the transaction value.

 

(c)

The transaction value is calculated as the aggregate maximum purchase price for common shares of beneficial interest of the Fund in the offer. The fee of $4,692.94 was reflected as paid in full in connection with the filing of the Schedule TO-I/A by the Fund (File No. 005-85179) on January 13, 2025. This is the final amendment to the Schedule TO and is being filed to report the final results of the offer.

 

 

 

 

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