Total Return Securities Fund Announces Expiration of Rights Offering

Rhea-AI Summary

Total Return Securities Fund (NYSE: SWZ) announced its non-transferable rights offering expired on Dec 5, 2025. The offering allowed purchase of up to 12,990,705 additional shares; the Fund expects to issue 3,983,157 shares to subscribing rights holders.

The Subscription Price was $6.07 per share (vs. estimated $6.04), meaning each subscribing rights holder pays an additional $0.03 per share at issuance. After issuing shares, the Board intends to authorize a tender offer to buy up to ~23% of outstanding shares at a price of at least 98% of NAV at tender expiration.

Positive

• Rights offering completed with expected issuance of 3,983,157 shares
• Subscription Price set at $6.07, above estimated price

Negative

• Issuance of 3,983,157 shares will increase outstanding shares and dilute existing holders
• Planned tender offer could require significant cash to repurchase up to ~23% of shares

Key Figures

Max rights shares 12,990,705 shares Maximum additional common shares offered in rights offering

Shares to be issued 3,983,157 shares Expected shares issued to subscribing Rights Holders

Subscription Price $6.07 per share Final subscription price in rights offering

Estimated Subscription Price $6.04 per share Original estimated subscription price used for offering

Additional payment $0.03 per share Extra amount Rights Holders must pay vs. estimate

Tender offer size 23% of shares Intended tender offer for approximately 23% of outstanding shares

Tender offer pricing ≥98% of NAV Minimum price in planned tender offer relative to NAV

Current price $6.10 Pre-news market price vs. $6.07 subscription level

Market Reality Check

$6.10 Last Close

Volume Volume 61,512 is very close to the 20-day average of 61,675 shares. normal

Technical Price at $6.10 is trading below the 200-day MA of $6.69 and well under the $9.43 52-week high.

Historical Context

Date	Event	Sentiment	Move	Catalyst
2025-11-03	Rights details update	Neutral	-0.2%	Provided specific terms and timing for rights offering and tender.
2025-08-19	Rights offering plan	Neutral	-0.3%	Announced rights issuance at 85% of NAV and contingent tender offer.
2025-08-07	Corporate action plans	Neutral	-0.2%	Outlined intention for self-tender and potential rights offering.

Pattern Detected

Recent corporate actions (rights and tender plans) have coincided with modest single-day declines of between -0.16% and -0.33%, suggesting past rights/tender headlines have not triggered large price dislocations.

Recent Company History

Over the last several months, Total Return Securities Fund has followed a clear sequence of corporate actions. On Aug 7, 2025, the Board outlined intentions for a self-tender of at least 15% of shares and a potential rights offering. On Aug 19, 2025, the Fund detailed a rights offering at 85% of NAV with a post-offering tender framework tied to share issuance levels. By Nov 3, 2025, it confirmed key dates and mechanics. Today’s announcement marks the expiration and share take-up of that rights process ahead of the planned tender offer.

Market Pulse Summary

This announcement formalizes the outcome of the rights offering, with 3,983,157 new shares expected at a subscription price of $6.07, slightly above the estimated $6.04. It also reiterates the Board’s intention to start a tender offer for about 23% of outstanding shares at no less than 98% of NAV. Investors may focus on how the added shares, the tender size, and pricing relative to NAV interact with the Fund’s current $6.10 market price and discount history.

Key Terms

subscription price financial

"The Subscription Price is $6.07, which is greater than the Estimated Subscription"

Subscription price is the set amount an investor pays to buy newly issued shares, bonds or units when a company offers them directly, such as in a rights issue or subscription offering. It matters because it determines how much an investor’s ownership cost will be, affects potential gains or losses and influences dilution of existing shareholders—think of it as a pre-order price that helps decide whether joining the new issue is worthwhile.

tender offer financial

"the Board intends to authorize commencement of a tender offer to purchase"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

net asset value financial

"at a price of at least 98% of the net asset value per share at the"

Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 08, 2025 (GLOBE NEWSWIRE) -- Total Return Securities Fund (the “Fund”) (NYSE: SWZ) announced today that its non-transferable rights offering to purchase up to 12,990,705 additional shares of its common stock expired on December 5, 2025. The total number of shares to be issued to subscribing Rights Holders is expected to be 3,983,157. The Subscription Price is $6.07, which is greater than the Estimated Subscription Price of $6.04.  Each subscribing Rights Holder will be required to pay an additional $0.03 per share to the Fund prior to, or simultaneously with, issuance of the number of shares requested by such Rights Holder.

As soon as practicable after issuance of the shares to subscribing Rights Holders, the Board intends to authorize commencement of a tender offer to purchase up to approximately 23% of the Fund’s outstanding shares of its common stock at a price of at least 98% of the net asset value per share at the expiration of the tender offer.

The foregoing does not constitute a tender offer or an offer to purchase any shares of the Fund. Any such offer will be made pursuant to separate tender offer materials complying with the requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended and Rule 13e-4 thereunder.

For more information, please call InvestorCom LLC, the Fund’s information agent, at (877) 972-0090.

FAQ

What happened in the Total Return Securities Fund (SWZ) rights offering on Dec 5, 2025?

The non-transferable rights offering expired on Dec 5, 2025; the Fund expects to issue 3,983,157 shares to subscribing rights holders.

What was the Subscription Price in the SWZ rights offering and how did it compare to the estimate?

The Subscription Price was $6.07 per share, which is $0.03 above the estimated subscription price of $6.04.

How many shares could SWZ have issued under the rights offering?

The offering allowed purchase of up to 12,990,705 additional shares, though expected issuance is 3,983,157 shares.

What tender offer did SWZ announce after the rights issuance?

The Board intends to authorize a tender offer to purchase up to approximately 23% of outstanding shares at a price of at least 98% of NAV at tender expiration.

How will the issuance and tender offer affect SWZ shareholders?

The issuance increases outstanding shares, causing dilution for non-subscribers; the tender offer could reduce float but will require cash to repurchase up to ~23% of shares.