VPV Invesco Pennsylvania Value Municipal Income Trust

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 2024

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

ISSUER TENDER OFFER STATEMENT

UNDER SECTION 13(e)(1) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

(Name of Subject Company)

INVESCO PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST

(Name of Filing Person (Issuer))

COMMON SHARES, NO PAR VALUE

(Title of Class of Securities)

46132K109

(CUSIP Number of Class of Securities)

Melanie Ringold, Esq.

Invesco Pennsylvania Value Municipal Income Trust

11 Greenway Plaza,

Houston, Texas 77046

(713) 626-1919

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

Notices and Communications on Behalf of Filing Person)

 

CALCULATION OF FILING FEE

Amount Previously Paid: ______________________________

Form or Registration No.: _____________________________

Filing Party: ________________________________________

Date Filed: _________________________________________

/ / 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:

Check the following box if the filing is a final amendment reporting the results of the tender offer: /X/

EXPLANATORY NOTE

This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on November 7, 2024, by Invesco Pennsylvania Value Municipal Income Trust, a Delaware statutory trust (the “Fund”), relating to an offer to purchase for cash up to 5,957,386 shares of its issued and outstanding common shares, without par value, amends such Issuer Tender Offer Statement on Schedule TO to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

ITEM 12.  EXHIBITS.

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.

ATLANTA, December 11, 2024 – Invesco Advisers, Inc., a subsidiary of Invesco Ltd. (NYSE: IVZ), announced today the final results of the tender offers for Invesco Trust for Investment Grade New York Municipals (NYSE: VTN) and Invesco Pennsylvania Value Municipal Income Trust (NYSE: VPV) (each, a “Fund” and collectively, the “Funds”). Each tender offer expired at 11:59 p.m., New York City time, on Monday, December 9, 2024 (the “Expiration Date”).

Invesco Trust for Investment Grade New York Municipals conducted a tender offer for cash of up to 4,869,438 of the Fund’s outstanding common shares of beneficial interest (“Common Shares”), representing twenty five percent of its Common Shares.  Based on calculations by Computershare Trust Company, N.A., the depositary agent (the “Agent”) for the Fund’s tender offer, approximately 6,818,415  Common Shares, or approximately 35% of the Fund’s Common Shares outstanding, were tendered through the Expiration Date. The Fund has accepted 4,869,438 shares (subject to adjustment for fractional shares) for cash payment at a price equal to $11.87 per share. This purchase price is 99% of the Fund’s net asset value (“NAV”) per share of $11.99 as of the close of regular trading on the New York Stock Exchange (“NYSE”) on December 10, 2024, the pricing date stated in the Offer to Purchase. Because the total number of Common Shares tendered exceeded the number of Common Shares offered to purchase, all tendered Common Shares are subject to proration in accordance with the terms of the Offer to Purchase. Under final pro-ration, 71.42% of the Common Shares tendered will be accepted for payment, subject to adjustment for fractional shares. Following the purchase of the tendered shares, the Fund will have approximately 14,608,315 Common Shares outstanding.

Invesco Pennsylvania Value Municipal Income Trust conducted a tender offer for cash of up to 5,957,386 of the Fund’s Common Shares, representing twenty five percent of its Common Shares. Based on calculations by the Agent, approximately 8,073,690 Common Shares, or approximately 33.9% of the Fund’s Common Shares outstanding, were tendered through the Expiration Date.  The Fund has accepted 5,957,386 shares (subject to adjustment for fractional shares) for cash payment at a price equal to $11.69 per share. This purchase price is 99% of the Fund’s net asset value (“NAV”) per share of $11.81 as of the close of regular trading on the New York Stock Exchange (“NYSE”) on December 10, 2024, the pricing date stated in the Offer to Purchase. Because the number of shares tendered exceeded the number of Common Shares offered to purchase, all tendered Common Shares are subject to pro-ration in accordance with the terms of the Offer to Purchase. Under final proration, 73.79% of the Common Shares tendered will be accepted for payment, subject to adjustment for fractional shares. Following the purchase of the tendered shares, the Fund will have approximately 17,872,158 Common Shares outstanding.

For investor inquiries, call 1-800-341-2929.

This communication is not intended to, and shall not, constitute an offer to purchase or sell shares of any of the Invesco Funds, including either Fund.

About Invesco Ltd.

Invesco Ltd. Is a global independent investment management firm dedicated to delivering an investment experience that helps people get more out of life. Our distinctive investment teams deliver a comprehensive range of active, passive and alternative investment capabilities. With offices in more than 20 countries, Invesco managed $1.8 trillion in assets on behalf of clients worldwide as of September 30, 2024. For more information, visit www.invesco.com.

Invesco Distributors, Inc. is the U.S. distributor for Invesco Ltd.’s retail products. Invesco Advisers, Inc. is an investment adviser; it provides investment advisory services to individual and institutional clients and does not sell securities. Each entity is a wholly owned, indirect subsidiary of Invesco Ltd.

Note: There is no assurance that a closed-end fund will achieve its investment objective. Common shares are bought on the secondary market and may trade at a discount or premium to NAV. Regular brokerage commissions apply.

NOT A DEPOSIT  |  NOT FDIC INSURED  |  MAY LOSE VALUE  |  NO BANK GUARANTEE  |  NOT IN INSURED BY ANY FEDERAL GOVERNMENT AGENCY

—Invesco—

1555 Peachtree Street, N.E.

Atlanta, GA 30309

www.invesco.com

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