Amended Tender Offer Statement by Issuer (sc To-i/a)
08 November 2022 - 8:50AM
Edgar (US Regulatory)
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
Tortoise
Pipeline & Energy Fund, Inc.
(Name of Subject Company (Issuer))
Tortoise
Pipeline & Energy Fund, Inc.
(Name of Filing Person(s) (Issuer))
SHARES OF COMMON STOCK
(Title of Class of Securities)
89148H207
(CUSIP Number of Class of Securities)
Tortoise Capital Advisors,
L.L.C.
6363 College Boulevard, Suite
100A
Overland Park, Kansas 66211
913-981-1020
(Name, Address, and Telephone
Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Steven F. Carman, Esq.
Husch Blackwell LLP
4801 Main Street, Suite 1000
Kansas City, Missouri 64112
October 3, 2022
(Date Tender Offer First Published,
Sent or Given to Security Holders)
| ¨ | 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. |
| x | 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: ¨
Explanatory Note
This Amendment No. 2 ("Amendment No. 2") amends
and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission (the “SEC”)
on October 3, 2022 (the "Schedule TO"), as amended by Amendment No. 1 to the Schedule TO filed with the SEC on November 2, 2022
(as amended hereby, the “Schedule TO”), by Tortoise Pipeline & Energy Fund, Inc., a Maryland corporation (the "Fund"),
to purchase for cash up to 5% of its outstanding shares of common stock (the "Offer), for cash at a price per share equal to 98%
of the Fund's net asset value per share as of the close of regular trading session on the New York Stock Exchange ("NYSE") on
November 1, 2022 (or if the Offer is extended, on the Offer is extended). Filed herewith as Exhibit (a)(5)(iv) is a copy of the Press
Release issued by the Fund on November 7, 2022 announcing the final results of the Offer, and the information contained therein is incorporated
herein by reference.
ITEMS 1 THROUGH 9 and ITEM 11
This Issuer Tender Offer Statement
on Schedule TO relates to an offer by Tortoise Pipeline & Energy Fund, Inc., a Maryland corporation
(the “Fund”), to purchase for cash up to 5% of its outstanding shares of common stock (the “Offer”), for cash
at a price per share equal to 98% of the Fund’s net asset value per share as of the close of regular trading session on the New
York Stock Exchange (“NYSE”) on November 1, 2022 (or if the Offer is extended, on the day to which the Offer is extended),
upon the terms and subject to the conditions contained in the Offer to Purchase dated October 3, 2022 and the related Letter of Transmittal,
which are filed as exhibits to this Schedule TO. 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 and Item 11 of this Schedule TO.
ITEM
10. FINANCIAL STATEMENTS
Not applicable.
ITEM
12. EXHIBITS
| (a)(1)(vi) | Not applicable. |
| 1 | Previously filed on Schedule TO-C via EDGAR on August 23, 2022. |
| 2 | Incorporated by reference to the Registrant’s Registration
on Form N-2 (File Nos. 811-22585 and 333-225877) filed June 26, 2018. |
| 3 | Previously filed on Schedule TO-I via EDGAR on October 3, 2022. |
| 4 | Filed previously on Amendment No. 1 to Schedule TO-1 via EDGAR
on November 2, 2022 and incorporated herein by reference. |
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.
|
Tortoise Pipeline & Energy Fund, Inc. |
|
|
|
|
|
By: |
/s/ P. Bradley Adams |
|
|
Name: P. Bradley Adams |
|
Title: Chief Executive Officer |
November 7, 2022
EXHIBIT INDEX
Tortoise Pipeline and En... (NYSE:TTP)
Historical Stock Chart
From May 2024 to Jun 2024
Tortoise Pipeline and En... (NYSE:TTP)
Historical Stock Chart
From Jun 2023 to Jun 2024