UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
(Name of Subject Company (Issuer))
Remarketed Preferred Shares, Series B and C, Without Par
(Title of Class of Securities)
746922-30-1
746922-40-0
(CUSIP Number of Class of Securities)
Robert T. Burns, Vice President
One Post Office Square
Boston, Massachusetts 02109
(617) 292-1000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Bryan Chegwidden, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$160,517,875 (a)
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$18,604.02 (b)
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(a)
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Calculated as the aggregate maximum purchase price to be paid for 3,417 Series B shares and 3,737 Series C shares in the offer, based upon a price of 89.75% of the liquidation preference of $25,000 per share (or $22,437.50 per share).
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(b)
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Calculated at $115.90 per $1,000,000 of the Transaction Valuation.
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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.
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Amount Previously Paid: $18,604.02
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Filing Party: Putnam Municipal Opportunities Trust
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Form or Registration No.: Schedule TO
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Date Filed: July 10, 2017
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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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) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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SCHEDULE TO
This Amendment No. 1 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission by Putnam Municipal Opportunities Trust, a closed-end investment company registered under the Investment Company Act of 1940, as amended, and organized as a Massachusetts business trust (“PMO”), on July 10, 2017, in connection with PMO’s offer to purchase, for cash, up to 100% of its outstanding Remarketed Preferred Shares, Series B and C (the “Preferred Stock”), at a price per share equal to 89.75% of the liquidation preference of $25,000 per share (or $22,437.50 per share), subject to the terms and conditions set forth in the Offer to Purchase dated July 10, 2017 (the “Offer to Purchase”) and the 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, constitute the “Offer”), copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. This Amendment to the Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Items 1-9 and 11.
The Offer to Purchase, Letter of Transmittal and the Schedule TO, to the extent Items 1 though Item 9, and Item 11 incorporate by reference the information contained in the Offer to Purchase and Letter of Transmittal, are hereby amended and supplemented as set forth below.
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Adding a new paragraph as the first paragraph on the cover page of the Offer to Purchase to read as follows:
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The Offer was scheduled to expire one minute after 11:59 P.M., New York City Time on August 4, 2017. The Offer is extended until one minute after 11:59 P.M., New York City Time, on August 9, 2017, unless further extended or terminated. As of the close of business on August 4, 2017, American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, 5 Series A and 473 Series C Preferred Shares of Putnam Managed Municipal Income Trust and 541 Series B and 1,064 Series C Preferred Shares of the Putnam Municipal Opportunities Trust have been validly tendered and not withdrawn.
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All references in the Offer to Purchase and Letter of Transmittal to “August 4, 2017” shall be replaced with “August 9, 2017”.
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Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
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(a)(5)(iii)
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Press release dated August 7, 2017 announcing the extension of the Offer.
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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.
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PUTNAM MUNICIPAL OPPORTUNITIES TRUST
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By:
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/s/ Robert T. Burns
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Name:
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Robert T. Burns
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Title:
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Vice President
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Date: August 7, 2017
EXHIBIT INDEX
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Exhibit No.
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Document
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(a)(1)(i)*
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Offer to Purchase dated July 10, 2017.
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(a)(1)(ii)*
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Form of Letter of Transmittal.
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(a)(1)(iii)*
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Form of Notice of Guaranteed Delivery.
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(a)(1)(iv)*
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(v)*
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(5)(i)*
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Press Release issued on May 25, 2017 is incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed on May 25, 2017.
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(a)(5)(ii)*
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Press Release issued on July 10, 2017.
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(a)(5)(iii)**
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Press Release issued on August 7, 2017, announcing the extension of the Offer.
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(d)(i)*
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Standstill Agreement dated May 24, 2017
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