AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 2
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
(Name of Subject Company (Issuer))
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
(Name of Filing Person (Issuer))
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
337319107
(CUSIP Number of Class of Securities)
W. Scott Jardine
Secretary
First Trust/Aberdeen Global Opportunity Income Fund
120 E. Liberty Drive, Suite 400, Wheaton, IL 60187
(800) 621-1675
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person(s))
With a Copy to:
Eric F. Fess
Chapman and Cutler LLP
111 West Monroe Street
Chicago, Illinois 60603
Telephone: (312) 845-3000
CALCULATION OF FILING FEE
| TRANSACTION VALUATION | AMOUNT OF FILING FEE |
| $28,332,434.26 (a) | $3,091.07 (b) |
| (a) | The transaction value was calculated by multiplying 2,534,207 Common Shares of First Trust/Aberdeen Global Opportunity Income Fund by $11.18, the Net Asset Value per share as of the close of ordinary trading on the New York Stock Exchange on January 7, 2021. |
| (b) | Calculated at $109.10 per $1,000,000 of the Transaction Valuation. |
☑ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $3,091.07
Form or Registration No.: Schedule TO
Filing Party: First Trust/Aberdeen Global Opportunity Income Fund
Date Filed: January 14, 2021
☐ 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: ☐
If applicable, check the appropriate box(es) to designate the appropriate provision(s) being relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2021 by First Trust/Aberdeen Global Opportunity Income Fund, a diversified, closed-end management investment company organized as a Massachusetts business trust (the “Fund”), pursuant to Rule 13e-4 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Fund’s offer to purchase for cash up to 2,534,207 shares of the Fund’s issued and outstanding common shares of beneficial interest, par value $0.01 per share, upon the terms and subject to conditions contained in the Offer to Purchase dated January 14, 2021 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”, which together with the Offer to Purchase and any amendments or supplements to either or both, constitute the “Offer”), at a purchase price equal to 98% of the Fund’s net asset value per share (“NAV”) determined as of February 16, 2021 at the close of the regular trading session of the New York Stock Exchange, which Offer expired at 5:00 p.m. New York City time on February 12, 2021.
This Amendment No. 2 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(4) of the Exchange Act.
The information in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 2 in answer to Items 1 through 9 and Item 11 of the Schedule TO.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(iv) Press Release dated February 16, 2021.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
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.
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND
/s/ James M. Dykas
James M. Dykas
President and Chief Executive Officer
February 16, 2021
EXHIBIT INDEX
| EXHIBIT | DESCRIPTION |
| (a)(1)(i) | Letter to Shareholders from the Chairman of the Board of Trustees of the Fund and Offer to Purchase.6 |
| (a)(1)(ii) | Letter of Transmittal.7 |
| (a)(1)(iii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.8 |
| (a)(1)(iv) | Letter to Clients and Client Instruction Form.9 |
| (a)(1)(v) | Notice of Withdrawal.10 |
| (a)(2) | Not applicable. |
| (a)(3) | Not applicable. |
| (a)(4) | Not applicable. |
| (a)(5)(i) | Press Release dated December 3, 2021.5 |
| (a)(5)(ii) | Press Release dated January 14, 2021.11 |
| (a)(5)(iii) | Press Release dated February 12, 2021.12 |
| (a)(5)(iv) | Press Release dated February 16, 2021.13 |
| (b) | Not applicable. |
| (d) | Transfer Agency and Services Agreement with BNY Mellon Investment Servicing (U.S.) Inc.1 |
| (d)(1) | Custodian Services Agreement with The Bank of New York Mellon.2 |
| (d)(2) | Investment Management Agreement with First Trust Advisors, L.P.3 |
| (d)(3) | Investment Sub-Advisory Agreement with First Trust Advisors, L.P. and Aberdeen Asset Management Inc. (now known as Aberdeen Standard Investments Inc.)4 |
| (e) | Not applicable. |
| (g) | Not applicable. |
| (h) | Not applicable. |
| 1 | Previously filed in Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2 (File No. 333-119081) on November 23, 2004 and incorporated herein by reference. |
| 2 | Previously filed in Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2 (File No. 333-119081) on November 23, 2004 and incorporated herein by reference. |
| 3 | Previously filed in Form NSAR-B (File No. 811-21636) on February 8, 2011. |
| 4 | Previously filed in Form NSAR-B (File No. 811-21636) on February 8, 2011. |
| 5 | Previously filed on Schedule TO via EDGAR on December 3, 2020 and incorporated herein by reference. |
| 6 | Previously filed on Schedule TO via EDGAR on January 14, 2021 and incorporated herein by reference. |
| 7 | Previously filed on Schedule TO via EDGAR on January 14, 2021 and incorporated herein by reference. |
| 8 | Previously filed on Schedule TO via EDGAR on January 14, 2021 and incorporated herein by reference. |
| 9 | Previously filed on Schedule TO via EDGAR on January 14, 2021 and incorporated herein by reference. |
| 10 | Previously filed on Schedule TO via EDGAR on January 14, 2021 and incorporated herein by reference. |
| 11 | Previously filed on Schedule TO via EDGAR on January 14, 2021 and incorporated herein by reference. |
| 12 | Previously filed on Schedule TO via EDGAR on February 12, 2021 and incorporated herein by reference. |
| 13 | Filed herewith. |
Exhibit (a)(5)(iv)
| PRESS RELEASE | SOURCE: | First Trust/Aberdeen Global Opportunity Income Fund |
FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND ANNOUNCES FINAL RESULTS OF TENDER OFFER
WHEATON, IL - (BUSINESS WIRE) – FEBRUARY 16, 2021 - First Trust/Aberdeen Global Opportunity Income Fund (NYSE: FAM) (the “Fund”) today announced the final results of the tender offer it conducted.
As previously announced, the Fund conducted a tender offer for up to 20% of its outstanding common shares for cash at a price per share equal to 98% of the net asset value per share as determined as of the close of the regular trading session of the NYSE on February 16, 2021 (the “Valuation Date”). The Fund’s tender offer, which expired at 5:00 p.m. New York City time on Friday, February 12, 2021, was oversubscribed.
Since the Fund’s tender offer was oversubscribed, the Fund will purchase 20% of its outstanding common shares on a pro-rata basis based on the number of shares properly tendered (Pro-Ration Factor). The final results of the tender offer are provided in the table below.
| Number of Shares Tendered | Number of Tendered Shares to be Purchased | Pro-Ration Factor | Purchase Price (98% of NAV on Valuation Date) | Number of Outstanding Shares after Tender Offer | ||||
| 5,450,859 | 2,534,207 | 46.50% | $ | $10.7604 | 10,136,829 |
The Fund will purchase the common shares that it has accepted for payment as promptly as practicable. Shareholders who have questions regarding the tender offer should contact their financial advisors or should call Georgeson LLC, the Fund’s information agent for the tender offer, at: (888) 680-1528.
The Fund is a diversified, closed-end management investment company that seeks to provide a high level of current income. As a secondary objective, the Fund seeks capital appreciation. The Fund pursues these investment objectives by investing in the world bond markets through a diversified portfolio of investment grade and below-investment grade government and corporate debt securities.
First Trust Advisors L.P., the Fund’s investment advisor, along with its affiliate, First Trust Portfolios L.P., are privately-held companies which provide a variety of investment services, including asset management and financial advisory services, with collective assets under management or supervision of approximately $174 billion as of January 31, 2021 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separate managed accounts.
Aberdeen Standard Investments Inc. (“ASII”) serves as the Fund’s investment sub-advisor. ASII is an indirect wholly-owned subsidiary of Standard Life Aberdeen plc. Aberdeen Standard Investments is the brand name for the asset management group of Standard Life Aberdeen plc, managing a range of pension funds, financial institutions, investment trusts, unit trusts, offshore funds, charities and private clients.
FORWARD-LOOKING STATEMENTS
Certain statements made in this press release are forward-looking statements. Actual results or
occurrences may differ significantly from those anticipated in any forward-looking statements
due to numerous factors.
___________________________________________
CONTACT: Jim Dykas – (630) 517-7665
SOURCE: First Trust/Aberdeen Global Opportunity Income Fund