SC TO-I/A

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. 1

Tortoise Midstream Energy Fund, Inc.

(Name of Subject Company (Issuer))

Tortoise Midstream Energy Fund, Inc.

(Name of Filing Person(s) (Issuer))

SHARES OF COMMON STOCK

(Title of Class of Securities)

89148B200

(CUSIP Number of Class of Securities)

Tortoise Capital Advisors, L.L.C.
6363 College Boulevard, Suite 100A
Overland Park, Kansas 66211
913-981-1020

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

With a copy to:

Steven F. Carman, Esq.
Husch Blackwell LLP
4801 Main Street, Suite 1000
Kansas City, Missouri 64112

October 2, 2023

(Date Tender Offer First Published,
Sent or Given to Security Holders)

☐ 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: ☐

Explanatory Note

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission on October2, 2023 (the “Schedule TO”), by Tortoise Midstream Energy Fund, Inc., a Maryland corporation (the “Fund”), to purchase for cash up to 5% of its outstanding shares of common stock (the “Offer), for cash at a price per share equal to 98% of the Fund’s net asset value per share as of the close of regular trading session on the New York Stock Exchange (“NYSE”) on November1, 2023 (or if the Offer is extended, on the Offer is extended). Filed herewith as Exhibit (a)(5)(iii) is a copy of the Press Release issued by the Fund on November2, 2023 announcing the preliminary results of the Offer, and the information contained therein is incorporated herein by reference.

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ITEMS 1 THROUGH 9 and ITEM 11

This Issuer Tender Offer Statement on Schedule TO relates to an offer by Tortoise Midstream Energy Fund, Inc., a Maryland corporation (the “Fund”), to purchase for cash up to 5% of its outstanding shares of common stock (the “Offer”), for cash at a price per share equal to 98% of the Fund’s net asset value per share as of the close of regular trading session on the New York Stock Exchange (“NYSE”) on November 1, 2023 (or if the Offer is extended, on the day to which the Offer is extended), upon the terms and subject to the conditions contained in the Offer to Purchase dated October 2, 2023 and the related Letter of Transmittal, which are filed as exhibits to this Schedule TO. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.

ITEM 10.  FINANCIAL STATEMENTS

Not applicable.

ITEM 12.  EXHIBITS

(a)(1)(i)	Letter to Shareholders from the Chief Executive Officer of the Fund and Offer to Purchase.(7)
(a)(1)(ii)	Letter of Transmittal.(7)
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.(7)
(a)(1)(iv)	Letter to Clients and Client Instruction Form.(7)
(a)(1)(v)	Notice of Guaranteed Delivery.(7)
(a)(1)(vi)	Not applicable.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Press Release dated August 16, 2023.(1)
(a)(5)(ii)	Press Release dated October 2, 2023.(7)
(a)(5)(iii)	Press Release dated November2, 2023.*
(b)(1)(i)	Amended and Restated Credit Agreement dated June 15, 2015.(2)
(b)(1)(ii)	Amendment No. 1 to Amended and Restated Credit Agreement dated June 12, 2017.(3)
(b)(1)(iii)	Amendment No. 2 to Amended and Restated Credit Agreement dated September 4, 2018.(4)
(b)(1)(iv)	Amendment No. 3 to Amended and Restated Credit Agreement dated June 11, 2019.(5)
(b)(1)(v)	Amendment No. 4 to Amended and Restated Credit Agreement dated September 5, 2019.(6)
(b)(1)(vi)	Amendment No. 5 to Amended and Restated Credit Agreement dated June 22, 2020.(6)
(b)(1)(vii)	Amendment No. 6 to Amended and Restated Credit Agreement dated June 11, 2021.(7)
(b)(1)(viii)	Credit Agreement with U.S. Bank Credit Agreement dated June 12, 2023.(7)
(d)(1)	Depositary and Information Agent Agreement between the Fund and Computershare Trust Company, N.A., Computershare, Inc. and Georgeson LLC.(7)
(g)	Not applicable.
(h)	Not applicable.
107	Calculation of Filing Fees.(7)

____________

(1)Previously filed on Schedule TO-C via EDGAR on August 16, 2023

(2)Incorporated by reference to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-2 filed on August 3, 2015 (File Nos. 333-176010 and 811-22409).

(3)Incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on August 14, 2017 (File Nos. 333-209943 and 811-22409).

(4)Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on April 10, 2019 (File Nos. 230788 and 811-22409).

(5)Incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on June 26, 2019 (File Nos. 230788 and 811-22409).

(6)Incorporated by reference to Exhibit 99.(B)(1)(V) and (VI) to Registrant’s Form SC TO-I, filed on October 3, 2022 (File No. 005-87794).

(7)Previously filed on Schedule TO-I via EDGAR on October 2, 2023.

*Filed herewith.

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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.

Tortoise Midstream Energy Fund, Inc.
By:
Name:	P. Bradley Adams
Title:	Chief Executive Officer

November 2, 2023

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EXHIBIT INDEX

EXHIBIT	DESCRIPTION
(a)(5)(iii)	Press Release dated November2, 2023.

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

Exhibit (a)(5)(iii)

Tortoise Announces Preliminary Results of Tender Offers for its Closed-End Funds

Tortoise Energy Infrastructure Corp. (NYSE: TYG)

Tortoise Midstream Energy Fund, Inc. (NYSE: NTG)

Tortoise Pipeline & Energy Fund, Inc. (NYSE: TTP)

Tortoise Energy Independence Fund, Inc. (NYSE: NDP)

Tortoise Power and Energy Infrastructure Fund, Inc. (NYSE: TPZ)

FOR IMMEDIATE RELEASE

OVERLAND PARK, KS — November 2, 2023 — Tortoise announced today the preliminary results of cash tender offers for each of the following Funds that expired at 5:00 P.M., Eastern Time on November 1, 2023.The table below shows the preliminary results for each Fund.

Fund	Tender Offer Amount	Shares Properly Tendered	Purchase Price of Properly Tendered Shares*
TYG	Up to 5% or 566,575 of its outstanding common shares	5,167,332	$	33.04
NTG	Up to 5% or 268,042 of its outstanding common shares	2,760,197	$	39.55
TTP	Up to 5% or 105,819 of its outstanding common shares	1,058,138	$	32.04
NDP	Up to 5% or 87,684 of its outstanding common shares	997,242	$	34.85
TPZ	Up to 5% or 310,008 of its outstanding common shares	3,253,261	$	15.11

____________

*Equal to 98% of the relevant Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange (NYSE) on November 1, 2023 (the date the Tender Offer expired).

Under the terms and conditions of the tender offer, if the number of shares tendered exceeds the maximum amount of a tender offer, the Fund will purchase shares from tendering shareholders on a pro-rata basis (disregarding fractional shares). Based on the preliminary results shown above, all of the above listed funds expect to purchase a pro-rata allocation of the shares properly tendered.

The above-indicated results are based on preliminary information provided by Computershare, the depositary for each tender offer, are subject to adjustment and should not be regarded as final. Each Fund currently expects to announce the final results of its tender offer on or about November 8, 2023.

Any questions related to the tender offer can be directed to Georgeson LLC, the Funds’ information agent for the tender offer, at 1-877-278-9672 for TYG, 1-888-666-2580 for NTG, 1-866-203-9401 for TTP, 1-866-432-2791 for NDP, and 1-877-668-1646 for TPZ.

About Tortoise

Tortoise focuses on energy & power infrastructure and the transition to cleaner energy. Tortoise’s solid track record of energy value chain investment experience and research dates back more than 20 years. As one of the earliest investors in midstream energy, Tortoise believes it is well-positioned to be at the forefront of the global energy evolution that is underway. With a steady wins approach and a long-term perspective, Tortoise strives to make a positive impact on clients and communities. To learn more, please visit www.TortoiseEcofin.com.

Tortoise Capital Advisors, L.L.C. is the adviser to Tortoise Energy Infrastructure Corp., Tortoise Midstream Energy Fund, Inc., Tortoise Pipeline & Energy Fund, Inc., Tortoise Energy Independence Fund, Inc. and Tortoise Power and Energy Infrastructure Fund, Inc.

For additional information on these funds, please visit cef.tortoiseecofin.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain statements that may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are “forward-looking statements.” Although the funds and Tortoise Capital Advisors believe that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the fund’s reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, the funds and Tortoise Capital Advisors do not assume a duty to update this forward-looking statement.

Contact information

For more information contact Eva Lipner at (913) 981-1020 or info@tortoiseecofin.com.

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