Virtus Total Return Fund Inc. ZTR

expiry = 2025-02-06...(a)(1)(i) OFFER BY VIRTUS TOTAL RETURN FUND INC. TO PURCHASE FOR CASH UP TO 10% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AT 98% OF NET ASSET VALUE PER SHARE THE OFFER AND WITHDRAWAL RIGHT WILL EXPIRE AT 5:00 P.M. EASTERN TIME ON FEBRUARY 6, 2025, UNLESS THE OFFER IS EXTENDED This Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which together constitute the “Offer”) are not conditioned on any minimum number of outstanding shares of common stock, par value...

listed = True...entitled to withdrawal rights as described in Section 4. Tendering Stockholders may be obliged to pay brokerage commissions or fees and transfer taxes under certain circumstances. Please contact the Fund at 866-270-7788 for more information. The Fund’s Shares are listed on the NYSE and the Fund normally calculates the Shares’ NAV daily at the close of regular trading on the NYSE. On December 31, 2024, the NAV was $6.47. On December 31, 2024, the last sales price at the close of regular trading on the NYSE was $5.86 per Share. The NAV of the Fund’s Shares will be available daily through the Expiration Date by callin...

mechanism = NAV_PERCENT...l. • What is the Offer? Virtus Total Return Fund Inc. (the “Fund”) is offering to purchase up to 10% of its outstanding shares of common stock, par value $0.001 per share (the “Shares”), or 6,172,049.60 of its outstanding Shares of common stock, for cash at a price per Share equal to 98% of the net asset value per Share (“NAV”) as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the date the Offer expires, February 6, 2025 (the “Expiration Date”) (or, if the Offer is extended, the expiration date as extended), upon specified terms and subject to conditions as set forth in the Offer documents. In addition, the Fund wil...

no_priority = True...ockholder (and not timely withdrawn), unless the Fund determines not to purchase any Shares as described in Section 12 of the Issuer Tender Offer Statement. This tender offer will not have any special pro ration provision for odd lot tenders, which means that all odd lot tenders (including Stockholders who own fewer than 100 Shares) are subject to proration. The Fund’s present intention, if the Offer is oversubscribed, is not to purchase more than 6,172,049.60 Shares. For more information see Section 1 of the Issuer Tender Offer Statement. • If I decide not to tender, how will the Offer affect the Fund Shares I hold? If you decide not to tender, your percentage ownership interest in the Fun...

price = USD 6.34...kholders tender 10% of the Fund’s outstanding Shares pursuant to the Offer, the estimated payments by the Fund to the Stockholders would be approximately $39,134,497.69 based on a price per share of $6.34, which is 98% of the Fund’s NAV as determined on December 31, 2024. Please refer to the pro forma capitalization table below. The monies to be used by the Fund to purchase Shares pursuant to the Offer will be obtained f...

txn_type = CONSOLIDATION...(or if the Offer is extended, the expiration date as extended). Please note that the Fund no longer issues certificated shares. If you remain in possession of certificated shares of the Fund that were not surrendered in connection with the Fund’s one-for-four reverse stock split that occurred in 2012 and you elect to participate in the Offer, you are required to surrender such shares to the Fund in exchange for uncertificated shares. Uncertificated shares are reflected only in the Fund’s record books and are not represented by physical certificates. If you have questions regarding your certificated shares or hav...