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. 2)
______________________
MFS
High Yield Municipal Trust
(Name
of Subject Company (Issuer))
MFS
High Yield Municipal Trust
(Name of Filing Person (Issuer))
Common
Shares, Without Par
(Title of Class of Securities)
59318E102
(CUSIP Number of Class of Securities)
Christopher
R. Bohane
Massachusetts Financial Services Company
111 Huntington Avenue
Boston, MA 02199
Telephone: (617) 954-5000
(Name,
address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
______________________
With
a Copy to:
David
C. Sullivan
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
Telephone: (617) 951-7000
|
☐ |
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) below to designate the appropriate rule provision(s) 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 Schedule TO filed with the U.S, Securities and Exchange Commission (the “SEC”) on
March 04, 2026, as first amended April 06, 2026, regarding the communications made for the commencement of a tender offer (the “Offer”)
on April 6, 2026 by MFS High Yield Municipal Trust, a closed-end management investment company (the “Fund”), to purchase
for cash up to 50% or 12,746,391 shares of the Fund’s outstanding common shares (the “Shares”) upon the terms and subject
to the conditions of the Offer.
This Amendment No. 2 to Schedule
TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(3) of the Exchange Act.
Forward-Looking Statements
This document contains statements
regarding plans and expectations for the future that constitute forward-looking statements within The Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical fact are forward-looking and can be identified by the use of words such
as “may,” “will,” “expect,” “anticipate,” “estimate,” “believe,”
“continue,” or other similar words. Such forward-looking statements are based on the Fund’s current plans and expectations,
are not guarantees of future results or performance, and are subject to risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. All forward-looking statements are as of the date of this release
only; the Fund undertakes no obligation to update or review any forward-looking statements. You are urged to carefully consider all such
factors.
Items 12. EXHIBITS
Item 12 of the Schedule TO is hereby
amended and supplemented to add the following exhibits:
| Exhibit
No. |
|
Document |
| |
|
|
| (a)(1)(i) |
|
Offer to Purchase dated April
6, 2026.1 |
| |
|
| (a)(1)(ii) |
|
Letter of Transmittal.1 |
| |
|
| (a)(1)(iii) |
|
Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.1 |
| |
|
| (a)(1)(iv) |
|
Letter to Clients.1 |
| |
|
|
| (a)(1)(v) |
|
Notice
of Withdrawal.1 |
| |
|
|
| (a)(2) |
|
None. |
| |
|
|
| (a)(3) |
|
Not Applicable. |
| |
|
|
| (a)(4) |
|
Not Applicable. |
| |
|
|
| (a)(5)(iii) |
|
Press Release issued on April
6, 2026.1 |
| |
|
|
| (a)(5)(iv) |
|
Press Release issued on May 6, 2026.2 |
| |
|
|
| (d) |
|
None. |
| |
|
|
| (g) |
|
None. |
| |
|
|
| (h) |
|
None. |
| |
|
|
| (s) |
|
Filing Fee Table.2 |
1 Previously filed on April 6,
2026, as an exhibit to the Schedule TO.
2 Filed herewith.
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.
| |
|
|
| MFS
High Yield Municipal Trust |
| |
|
| By: |
|
/s/
Christopher R. Bohane |
| Name: |
|
Christopher
R. Bohane |
| Title: |
|
Assistant
Secretary and Assistant Clerk |
