The transaction valuation is estimated solely for purposes of calculating the filing fee. This amount is based upon the offer to purchase up to 39,657 shares of common stock of Priority Income Fund, Inc. at a price equal to $12.70 per share
as of the date of this filing, which is subject to change.
(b)
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2015, equals $116.20 per million dollars of the value of the transaction.
x
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 persons filing by registration statement number, or the Form or Schedule and the date of its filing.
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on May 22, 2015, as amended and supplemented by Amendment No.1 filed on June 18, 2015 (the “Schedule TO”), by Priority Income Fund, Inc., an externally managed, non-diversified, closed-end management investment company and is incorporated in the State of Maryland (the “Company”), relating to the offer by the Company to purchase up to 39,657 shares of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Shares”) (which number represents the lesser of (i) the number of shares the Company can repurchase with the proceeds it received from the issuance of Common Stock under the Company’s distribution reinvestment
plan during the three months ended March 31, 2015 or (ii) 5.0% of the weighted average number of Common Stock outstanding in the prior four calendar quarters). The offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constituted the “Offer”). The Offer expired at 12:00 Midnight, Eastern Time, on June 26, 2015, and a total of 4,702.396 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company purchased all 4,702.396 Shares validly tendered and not withdrawn at a price equal to $12.70 per Share for an aggregate purchase price of approximately $59,720.43.
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.