SC TO-I/A

As filed with the Securities and Exchange Commission on April 17, 2024

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. 1

PIMCO Municipal Income Fund

(Name of Subject Company (Issuer))

PIMCO Municipal Income Fund

(Name of Filing Person (Issuer))

Auction-Rate Preferred Shares, Series A, Series B, Series C, Series D, and Series E, Par Value $0.00001

(Title of Class of Securities)

72200R206

72200R305

72200R404

72200R503

72200R602

(CUSIP Number of Class of Securities)

Ryan Leshaw

PIMCO Municipal Income Fund

1633 Broadway

New York, NY 10019

Telephone: (949) 720-6980

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

David C. Sullivan

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

Telephone: (617) 951-7362

☐ 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. ☒

ITEMS 1 THROUGH 9 AND ITEM 11.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement (the “Statement”) on Schedule TO initially filed by PIMCO Municipal Income Fund, a Massachusetts business trust (the “Fund”). This Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of its outstanding shares of auction-rate preferred shares, $0.00001 par value and a liquidation preference of $25,000 per share, designated Auction-Rate Preferred Shares, Series A, Series B, Series C, Series D, and Series E (the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 12, 2024 (the “Offer to Purchase”) and in the Fund’s related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitutes the “Offer”), copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. The price to be paid for the Preferred Stock is an amount per share, net to the seller in cash, equal to 98% of the liquidation preference of $25,000 per share (or $24,500 per share) in cash, plus any unpaid dividends accrued through April 12, 2024, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer, if properly tendered and not withdrawn prior to the Expiration Date (as defined in the Offer). The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Amendment.

This Amendment is the final amendment to the Statement and is being filed to report the results of the Offer. Filed herewith as Exhibit (a)(5)(ii) and incorporated herein by reference is a copy of the press release issued by the Fund dated April 17, 2024 announcing the results of the Offer.

ITEM 10.

Not applicable.

ITEM 12. EXHIBITS.

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated March 12, 2024. (1)
(a)(1)(ii)	Form of Letter of Transmittal. (1)
(a)(1)(iii)	Form of Notice of Guaranteed Delivery. (1)
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1)
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1)
(a)(1)(vi)	Form of Notice of Withdrawal. (1)
(a)(5)(i)	Press Release issued on March 12, 2024.(1)
(a)(5)(ii)	Press Release issued on April 17, 2024.*
(d)(i)	Tender Offer Agreement, dated March 12, 2024, by and among PIMCO Corporate & Income Opportunity Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Corporate & Income Strategy Fund, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, Pacific Investment Management Company LLC, and UBS Real Estate Securities, Inc. (1)
EX-FILINGFEES	Calculation of Filing Fees Table*           *Filed herewith. (1) Incorporated by reference to the Fund’s Schedule TO, as filed with the Securities and Exchange Commission on March 12, 2024.

ITEM 13.

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.

PIMCO Municipal Income Fund
By:	/s/ Joshua D. Ratner
Name:	Joshua D. Ratner
Title:	President

Dated as of: April 17, 2024

EXHIBIT INDEX

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated March 12, 2024. (1)
(a)(1)(ii)	Form of Letter of Transmittal. (1)
(a)(1)(iii)	Form of Notice of Guaranteed Delivery. (1)
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1)
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1)
(a)(1)(vi)	Form of Notice of Withdrawal. (1)
(a)(5)(i)	Press Release issued on March 12, 2024.(1)
(a)(5)(ii)	Press Release issued on April 17, 2024.*
(d)(i)	Tender Offer Agreement, dated March 12, 2024, by and among PIMCO Corporate & Income Opportunity Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Corporate & Income Strategy Fund, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, Pacific Investment Management Company LLC, and UBS Real Estate Securities, Inc. (1)
EX-FILINGFEES	Calculation of Filing Fees Table*           *Filed herewith. (1) Incorporated by reference to the Fund’s Schedule TO, as filed with the Securities and Exchange Commission on March 12, 2024.

EX-99.(A)(5)(II)

April 17, 2024

For information on the Tender Offers:

Financial Advisors: (800) 628-1237

Shareholders: (844) 337-4626 or (844) 33-PIMCO

PIMCO Media Relations: (212) 597-1054

PIMCO CALIFORNIA MUNICIPAL INCOME FUND, PIMCO CALIFORNIA MUNICIPAL INCOME FUND II, PIMCO CALIFORNIA MUNICIPAL INCOME FUND III, PIMCO MUNICIPAL INCOME FUND, PIMCO MUNICIPAL INCOME FUND II, PIMCO MUNICIPAL INCOME FUND III, PIMCO NEW YORK MUNICIPAL INCOME FUND, PIMCO NEW YORK MUNICIPAL INCOME FUND II, AND PIMCO NEW YORK MUNICIPAL INCOME FUND III ANNOUNCE FINAL RESULTS OF TENDER OFFERS FOR AUCTION RATE PREFERRED SHARES AND ISSUANCE OF REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED SHARES

NEW YORK, NY, April 17, 2024 – PIMCO California Municipal Income Fund (NYSE: PCQ), PIMCO California Municipal Income Fund II (NYSE: PCK), PIMCO California Municipal Income Fund III (NYSE: PZC), PIMCO Municipal Income Fund (NYSE: PMF), PIMCO Municipal Income Fund II (NYSE: PML), PIMCO Municipal Income Fund III (NYSE: PMX), PIMCO New York Municipal Income Fund (NYSE: PNF), PIMCO New York Municipal Income Fund II (NYSE: PNI) and PIMCO New York Municipal Income Fund III (NYSE: PYN) (each, a “Fund” and, together, the “Funds”) today announced the expiration and final results of each Fund’s previously-announced voluntary tender offer (each, a “Tender Offer” and, together, the “Tender Offers”) for up to 100% of the Fund’s outstanding auction rate preferred shares (“ARPS”) at a price equal to 98% of the ARPS’ per share liquidation preference of $25,000 per share (or $24,500 per share) and any unpaid dividends accrued through the expiration date of the Tender Offer. The Tender Offers expired on April 12, 2024, at 5:00 p.m. New York City time. All ARPS that were validly tendered and not withdrawn during the offering period of the Tender Offers have been accepted for payment as set forth below.

NYSE Ticker	Number of Shares Accepted for Payment	Shares Accepted as Percentage of the Fund’s Outstanding ARPS	Number of ARPS Remaining Outstanding
PCQ	4,372	99.45%	24
PCK	3,856	98.49%	59
PZC	3,426	98.70%	45
PMF	5,705	98.28%	100
PML	9,329	97.32%	257
PMX	5,130	99.09%	47
PNF	1,317	98.58%	19
PNI	2,022	98.92%	22
PYN	1,038	99.71%	3

All ARPS that were not tendered will remain outstanding, and the terms of the outstanding ARPS will remain the same as prior to the Tender Offers.

Any questions regarding the Tender Offers can be directed to the Funds’ Information Agent, EQ Fund Solutions, LLC, at (877) 478-5044. Each Fund’s daily New York Stock Exchange closing market price for its common shares, net asset value per common share, as well as other information, including updated portfolio statistics and performance, are available at www.pimco.com/closedendfunds.

As previously announced, each Fund may determine to replace all or a portion of the leverage previously obtained through tendered ARPS with other forms of leverage in accordance with the Fund’s investment policies and related public disclosures. There is no guarantee that a Fund will be able to replace all or a portion of the leverage previously obtained through tendered ARPS with leverage at comparable costs and other terms, or will elect to do so, and any replacement leverage may be at a higher interest rate and/or may result in higher costs to the Fund’s common shareholders.

Following the expiration of the Tender Offers, each Fund issued Remarketable Variable Rate MuniFund Term Preferred Shares on April 17, 2024, each with a liquidation preference of $100,000 per share (and at a price of $100,000 per share) (the “RVMTP Shares”) in the amount and total proceeds shown in the table below. The RVMTP Shares will have a Term Redemption Date of April 17, 2054 and an Early Term Redemption Date every 5^th anniversary of the issuance date, as those terms are used in the section “Description of Capital Structure – Preferred Shares” of each Fund’s Prospectus. The dividend rate paid on the RVMTP Shares is expected to be the SIFMA Municipal Swap Index plus 1.30%, depending on the long-term rating most recently assigned by the applicable ratings agency to such RVMTP Shares.

Fund	NYSE Ticker	Issuance of RVMTP Shares
		Number of Shares	Total Proceeds
PIMCO California Municipal Income Fund	PCQ	1,020	$102,000,000
PIMCO California Municipal Income Fund II	PCK	900	$90,000,000
PIMCO California Municipal Income Fund III	PZC	810	$81,000,000
PIMCO Municipal Income Fund	PMF	1,340	$134,000,000
PIMCO Municipal Income Fund II	PML	2,530	$253,000,000
PIMCO Municipal Income Fund III	PMX	1,240	$124,000,000
PIMCO New York Municipal Income Fund	PNF	410	$41,000,000
PIMCO New York Municipal Income Fund II	PNI	500	$50,000,000
PIMCO New York Municipal Income Fund III	PYN	260	$26,000,000

The information on or accessible through www.pimco.com/closedendfunds is not incorporated by reference herein.

About PIMCO

PIMCO was founded in 1971 in Newport Beach, California and is one of the world’s premier fixed income investment managers. Today we have offices across the globe and 3,000+ professionals united by a single purpose: creating opportunities for investors in every environment. PIMCO is owned by Allianz S.E., a leading global diversified financial services provider.

Except for the historical information and discussions contained herein, statements contained in this news release constitute forward-looking statements. These statements may involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the performance of financial markets, the investment performance of PIMCO’s sponsored investment products and separately managed accounts, general economic conditions, future acquisitions, competitive conditions and government regulations, including changes in tax laws. Readers should carefully consider such factors. Further, such forward-looking statements speak only on the date at which such statements are made. PIMCO undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statement.

This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. No part

of this material may be reproduced in any form, or referred to in any other publication, without express written permission. PIMCO is a trademark of Allianz Asset Management of America LLC in the United States and throughout the world. PIMCO Investments LLC, 1633 Broadway, New York, NY 10019, is a company of PIMCO. ^©2024, PIMCO

EX-FILING FEES

EX-FILING FEES

Calculation of Filing Fee Tables

SC TO-I

(Form Type)

PIMCO Municipal Income Fund

(Exact Name of Registrant as Specified in its Charter)

Table 1 to Paragraph (a)(7)

	Transaction Valuation		Fee rate		Amount of  Filing Fee
Fees to Be Paid		142,222,500(a)		147.60		20,992.04(b)
Fees Previously Paid		N/A				N/A
Total Transaction Valuation		142,222,500 (a)
Total Fees Due for Filing						20,992.04
Total Fees Previously Paid						20,992.04
Total Fee Offsets						0.00
Net Fee Due						0.00

(a) Calculated as the aggregate maximum purchase price to be paid for 5,805 shares in the offer, based upon a price of 98% of the liquidation preference of $25,000 per share (or $24,500 per share). The fee of $20,992.04 was paid in connection with the filing of the Schedule TO-I by PIMCO Municipal Income Fund (File No. 005-84598) on March 12, 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 $147.60 per $1,000,000 of the Transaction Valuation.

Table 2 to Paragraph (a)(7)

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Fee Paid with Fee Offset Source

Fee Offset Claims

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Fee Offset Sources

N/A

N/A

N/A

N/A

N/A

N/A

N/A