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)
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:
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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. |
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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explanatory note
This filing supplements the Schedule TO filed on March 04, 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. 1 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.
Additional Information and Where to Find It
The Offer referenced in this communication commenced on April 6, 2026.
This announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell Shares
in the Fund, nor is it a solicitation of any proxy. This announcement is not a substitute for any materials that the Fund will file with
the SEC.
The Fund filed a tender offer statement on Schedule TO, together with
other related tender offer documents, including a letter of transmittal, in connection with the Offer. These documents contain important
information about the Fund and the Offer. You are urged to read these documents carefully and in their entirety before making any decision
regarding tendering your Shares. These documents are available to the Fund’s shareholders at no expense to them and will also be
available for free at the SEC’s website at www.sec.gov.
This Schedule TO is not a prospectus, circular, or representation intended
for use in the purchase or sale of Shares in the Fund. Shares of the Fund are not FDIC-insured and are not deposits or other obligations
of, or guaranteed by, any bank. Shares of the Fund involve investment risk, including possible loss of principal. For more complete information
about the Fund, including risks, charges, and expenses, please see the Fund’s annual and semi-annual shareholder reports. The Fund’s
filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
The Fund is a closed-end fund. Common shares of the Fund are only available
for purchase/sale on the New York Stock Exchange at the current market price. Common shares may trade at a discount to net asset value.
Items 1 through 9.
This Tender Offer Statement on Schedule
TO is filed by MFS High Yield Municipal Trust, a Massachusetts business trust registered under the Investment Company Act of 1940, as
amended, as a closed-end management investment company (the “Fund”). This Schedule TO relates to the Fund’s offer
to purchase for cash up to 50% or 12,746,391 shares of its outstanding common shares, without par value (the “Common Shares”),
upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated April 6, 2026 (the “Offer to
Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase
constitute the “Offer”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The
price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 99% of the net asset value per share
as of the Expiration Date (as defined in the Offer), plus any unpaid dividends accrued through May 5, 2026, or such later date to which
the Offer is extended. There are no material conditions to the availability of consideration for purposes of this Offer, except as
set forth in the Offer to Purchase. 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 of this Schedule TO.
Item 10.
Not Applicable
Item 11.
(a)(1) The information set forth in the Offer to Purchase under “Interests
of the Trustees and Officers; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
(a)(2) The information set forth in the Offer to Purchase under “Legal
Matters; Regulatory Approvals” is incorporated herein by reference.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) None.
(c) Not applicable.
Items 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to add
the following exhibits:
| (a)(1)(i) |
Offer to Purchase dated April 6, 2026. |
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| (a)(1)(ii) |
Letter of Transmittal. |
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| (a)(1)(iii) |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| (a)(1)(iv) |
Letter to Clients. |
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| (a)(1)(v) |
Notice of Withdrawal. |
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| (a)(2) |
None. |
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| (a)(3) |
Not Applicable. |
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| (a)(4) |
Not Applicable. |
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| (a)(5)(iii) |
Press Release issued on April 6, 2026. |
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| (d) |
None. |
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| (g) |
None. |
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| (h) |
None. |
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| (s) |
Filing Fee Table |
Item 13.
Not applicable.
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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MFS High Yield Municipal Trust |
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By: |
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/s/ Christopher R. Bohane |
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Name: |
Christopher R. Bohane |
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Title: |
Assistant Secretary and Assistant Clerk |
