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
MFS
Investment Grade Municipal Trust
(Name
of Subject Company (Issuer))
MFS Investment
Grade Municipal Trust
(Name of Filing Person (Issuer))
Common
Shares, Without Par
(Title of Class of Securities)
59318B108
(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
Calculation of Filing Fee
| Transaction
Valuation* |
Amount
of Filing Fee* |
| Not
Applicable |
Not
Applicable |
| * | No filing fee is required because this filing includes only preliminary
communications made before the commencement of a tender offer. |
| ☐ | 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. |
| Amount Previously Paid: Not Applicable |
Filing Party: Not Applicable |
| Form or Registration No.: Not Applicable |
Date Filed: Not Applicable |
| |
|
| ☒ | 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 filing relates solely to preliminary communications made
before the commencement of a tender offer (the “Offer”) by MFS Investment Grade Municipal Trust, a closed-end management
investment company (the “Fund”), to purchase for cash up to 50% of the Fund’s outstanding common shares (the
“Shares”) upon the terms and subject to the conditions of the Offer.
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 has not yet commenced.
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 plans to file 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 will contain important information about the Fund and the Offer. You are urged to read these documents carefully and
in their entirety when they become available before making any decision regarding tendering your Shares. These documents will
be made 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. You may read and copy any reports or other such filed information at the SEC public reference room at 100
F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference
room. 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 1-11.
Not applicable.
Item 12. EXHIBITS.
| Exhibit No. |
Document |
|
| 99.1 |
Press Release issued by the Issuer dated March 4, 2026 |
|
Item 13.
Not applicable.
