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
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
| o | 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: |
| |
o |
third party tender offer subject to Rule 14d-1. |
| |
x |
issuer tender offer subject to Rule 13e-4. |
| |
o |
going-private transaction subject to Rule 13e-3. |
| |
o |
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. o
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
| |
o |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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o |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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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 4, 2026, as
first amended April 13, 2026, regarding the communications made for the commencement of a tender offer (the “Offer”)
on April 13, 2026 by MFS Investment Grade Municipal Trust, a closed-end management investment company (the “Fund”),
to purchase for cash up to 50% or 4,099,610 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 1 through 11 and Item 13
The information set forth in the
Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference into this Amendment No. 2 in answer
to Item 1 through Item 11 and Item 13 of Schedule TO.
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 13, 2026.1 |
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| (a)(1)(ii) |
Letter of Transmittal.1 |
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| (a)(1)(iii) |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.1 |
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|
| (a)(1)(iv) |
Letter to Clients.1 |
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(a)(1)(v)
|
Notice of Withdrawal.1
|
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| (a)(2) |
None. |
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| (a)(3) |
Not Applicable. |
| (a)(4) |
Not Applicable. |
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|
| (a)(5)(iii) |
Press Release issued on April 13, 2026.1 |
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|
| (a)(5)(iv) |
Press Release issued on May 13, 2026.2 |
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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.2 |
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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.
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MFS Investment Grade Municipal Trust |
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By: |
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/s/ Christopher R. Bohane |
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Name: |
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Christopher R. Bohane |
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Title: |
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Assistant Secretary and Assistant Clerk |
