Document
As filed with the Securities and Exchange Commission on September 13, 2017
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
Advent Claymore Convertible Securities & Income Fund II
(Name of Subject Company (issuer))
Advent Claymore Convertible Securities & Income Fund II
(Name of Filing Person (offeror))
Common shares of beneficial interest,
par value $0.001 per share
(Title of Class of Securities)
007639107
(CUSIP Number of Class of Securities)
Edward C. Delk, Secretary
Advent Claymore Convertible Securities & Income Fund II
1271 Avenue of the Americas, 45th Floor
New York, New York 10020
(212) 482-1600
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Philip H. Harris, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Kevin T. Hardy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
Calculation of Filing Fee
|
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Transaction Value | Amount of Filing Fee |
$31,332,071.80(a) | $3,631.39(b) |
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(a) | Estimated for purposes of calculating the amount of the filing fee only. The amount is based upon the offer to purchase up to 4,829,532 common shares based upon a price of $6.4876 (98% of the net asset value per share on September 8, 2017). |
(b) Calculated at $115.90 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended.
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x | Check 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: $3,711.10
Form or Registration No.: SC-TO-I
Filing Party: Advent Claymore Convertible Securities & Income Fund II
Date Filed: August 9, 2017
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¨ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this 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 Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on August 9, 2017 by Advent Claymore Convertible Securities & Income Fund II, a Delaware statutory trust (the “Fund”), in connection with an offer by the Fund (the “Offer”) to purchase for cash up to 4,829,532 (approximately 15%) of its issued and outstanding common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), upon the terms and subject to the conditions contained in the Offer to Purchase, dated August 9, 2017 (the “Offer to Purchase”), and the related Letter of Transmittal.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
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1. | The Offer expired at 5:00 p.m. Eastern time, September 7, 2017. |
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2. | 14,817,666 Common Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer, and 4,829,532 of those Common Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer. |
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3. | The Common Shares were repurchased at a price of $6.4876. |
Except as specifically provided herein, the information contained in the Statement, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, the Offer to Purchase or the Letter of Transmittal.
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.
Advent Claymore Convertible Securities & Income Fund II
By:
Name: Edward C. Delk
Title: Secretary
Dated: September 13, 2017
Exhibit Index
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(a)(1)(i) | Offer to Purchase, dated August 9, 2017 (incorporated by reference to the Schedule TO-I filed by the Fund with the U.S. Securities and Exchange Commission (“SEC”) on August 9, 2017) |
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(a)(1)(ii) | Form of Letter of Transmittal (incorporated by reference to the Schedule TO-I filed by the Fund with the SEC on August 9, 2017) |
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(a)(1)(iii) | Form of Notice of Guaranteed Delivery (incorporated by reference to the Schedule TO-I filed by the Fund with the SEC on August 9, 2017) |
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(a)(1)(iv) | Form of Withdrawal Notice (incorporated by reference to the Schedule TO-I filed by the Fund with the SEC on August 9, 2017) |
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(a)(1)(v) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to the Schedule TO-I filed by the Fund with the SEC on August 9, 2017) |
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(a)(1)(vi) | Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to the Schedule TO-I filed by the Fund with the SEC on August 9, 2017) |
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(a)(5)(i) | Press release issued on May 1, 2017 (incorporated by reference to the Schedule TO-C filed by the Fund with the SEC on May 1, 2017) |
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(a)(5)(ii) | Press release issued on August 9, 2017 (incorporated by reference to the Schedule TO-I filed by the Fund with the SEC on August 9, 2017) |
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(a)(5)(iii) | Press release issued on September 7, 2017 (filed herewith) |
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(a)(5)(iv) | Press release issued on September 12, 2017 (filed herewith) |
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(d) | Agreement, dated April 28, 2017, by and among Saba Capital Management, L.P. and the Fund (incorporated by reference to Exhibit 2 to Amendment No. 4 to the Schedule 13D filed by Saba Capital Management, L.P. with the SEC on May 2, 2017) |