Offer by
Federated Hermes Premier Municipal Income Fund
to Purchase for Cash
Up to 32% of its Outstanding Common Shares
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2024, UNLESS THE OFFER IS EXTENDED BY THE FUND IN ITS SOLE DISCRETION.
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THE OFFER (AS DEFINED HEREIN) IS NOT CONDITIONED UPON FEDERATED HERMES PREMIER MUNICIPAL INCOME FUND (THE
“FUND”) OBTAINING FINANCING OR UPON ANY MINIMUM NUMBER OF COMMON SHARES (AS DEFINED HEREIN) BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE “INTRODUCTION” AND “THE OFFER – CONDITIONS TO THE OFFER.”
NONE OF THE FUND, ITS BOARD OF TRUSTEES (“BOARD”), ITS INVESTMENT ADVISER OR THE INFORMATION AGENT, IS
MAKING ANY RECOMMENDATION TO ANY HOLDER OF COMMON SHARES (“COMMON SHAREHOLDER”) AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING COMMON SHARES IN THE OFFER AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. EACH COMMON SHAREHOLDER IS
URGED TO READ THE OFFER DOCUMENTS (AS DEFINED HEREIN) CAREFULLY IN EVALUATING THE OFFER, AND TO CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER ANY COMMON SHARES AND, IF SO, HOW MANY COMMON SHARES TO
TENDER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR ITS BOARD.
COMMON SHARES TENDERED IN THE OFFER THAT, BECAUSE OF PRORATION, ARE NOT PURCHASED WILL BE RETURNED AT OUR EXPENSE TO YOU OR TO OTHER PERSONS
AT YOUR DISCRETION.
Important Common Shareholder Information
If you wish to tender all or any part of your Common Shares, you should either (i) if you have Common Shares registered in the name of a
broker, dealer, commercial bank, trust company, or other nominee (“Nominee Holder”), request your Nominee Holder to effect the transaction for you; or (ii) (a) deliver such Common Shares pursuant to the procedures for book-entry transfers set forth
in the section “The Offer – Procedure for Tendering Common Shares” prior to the expiration date of the Offer or (b) complete and sign the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal, have your signature
thereon guaranteed, if required, and mail or deliver the Letter of Transmittal, any original Share Certificates, and any other required documents to Computershare Trust Company, N.A., the depositary for the Offer. If you have Common Shares
registered in the name of a Nominee Holder, you must contact such Nominee Holder if you desire to tender your Common Shares.
To tender your Common Shares, you must follow the procedures described in the materials enclosed herewith. The Fund may, in its sole
discretion, reject any tender not fully in compliance with these procedures.
A summary of the principal terms of the Offer appears on pages 1–7 hereof.
If you have questions about the Offer, you can contact Georgeson LLC, the information agent for the Offer, at its address and telephone number
set forth on the back cover of this Offer to Purchase. You can also obtain additional copies of this Offer to Purchase and the related Letter of Transmittal from the information agent, or your Nominee Holder.
IF YOU DO NOT WISH TO TENDER YOUR COMMON SHARES, YOU NEED NOT TAKE ANY ACTION.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ
BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.
September 13, 2024
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SUMMARY TERM SHEET
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1
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INTRODUCTION
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7
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THE OFFER
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9
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1.
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Terms of the Offer; Expiration Date
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9
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2.
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Extension of Tender Period; Termination; Amendment
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11
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3.
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Acceptance for Payment and Payment
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12
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4.
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Procedure for Tendering Common Shares
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14
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5.
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Withdrawal Rights
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17
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6.
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Certain Federal Income Tax Consequences
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18
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7.
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Price Range of Common Shares; Dividends
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23
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8.
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Certain Information Concerning the Fund
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23
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9.
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Source and Amount of Funds
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24
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10.
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Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Common Shares
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25
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11.
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Certain Effects of the Offer
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26
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12.
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Purpose of the Offer
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29
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13.
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Conditions to the Offer
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30
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14.
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Plans or Proposals of the Fund; Regulatory Approvals
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31
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15.
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Fees and Expenses
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32
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16.
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Miscellaneous
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32
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SUMMARY TERM SHEET
This summary term sheet is a brief description of the material provisions of the offer being made by Federated Hermes Premier Municipal Income
Fund (NYSE: FMN), a Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company (the “Fund”), to purchase for cash up to 32% of its outstanding common shares of
beneficial interest, par value $0.01 per share (“Common Shares”) (the “Offer”), upon the terms and subject to the conditions (and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) set forth in this
Offer to Purchase and the related Letter of Transmittal (which together, as amended, supplemented or otherwise modified from time to time, constitute the “Offer Documents”). The price to be paid for the Common Shares is an amount per share, net to
the seller in cash, equal to 99% of the net asset value per share (“NAV”) in U.S. dollars as determined by the Fund, in accordance with its pricing procedures, as of the close of regular trading on the New York Stock Exchange (“NYSE”) on October 11,
2024, or such later date to which the Offer is extended by the Fund in its sole discretion (the “Expiration Date”) (the “Per Share Amount”).
The following are some of the questions you, as a holder of Common Shares (a “Common Shareholder”), may have, and answers to those questions.
You should carefully read the Offer Documents in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the Offer Documents.
How Many Common Shares Is The Fund Offering To Purchase?
The Fund is offering to purchase up to 32% of its outstanding Common Shares (3,679,390 Common Shares) (“Offer Amount”). If the number of
Common Shares properly tendered and not withdrawn prior to the date and time the Offer expires is less than or equal to the Offer Amount, the Fund will, upon the terms and subject to the conditions of the Offer (and, if the Offer is extended or
amended, the terms and conditions of any such extension or amendment), purchase all Common Shares tendered. If more Common Shares than the Offer Amount are properly tendered and not withdrawn prior to the date the Offer expires, the Fund will
purchase the Offer Amount on a pro rata basis (with appropriate adjustment to avoid purchase of fractional Common Shares). Preliminary results of proration will be announced by press release as promptly as practicable after the Expiration Date.
Common Shareholders may obtain such preliminary information from Georgeson LLC, the information agent for the Offer (“Information Agent”), and may be able to obtain such information from their Nominee Holder. Common
Shareholders cannot be assured that all of their tendered Common Shares will be repurchased. Common Shares tendered in the Offer that are not purchased because of proration will be returned at our expense to you or to other persons at your
discretion. See “The Offer – Terms of the Offer; Expiration Date.”
How Much Is The Fund Offering To Pay For My Common Shares And What Is The Form Of Payment? Will I
Have To Pay Any Fees Or Commissions?
The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 99% of the NAV in U.S. dollars as
determined by the Fund, in accordance with its pricing procedures, as of the close of regular trading on the NYSE on the Expiration Date. As of the close of regular trading on the NYSE on September 9, 2024, the NAV of the Fund was $12.86 per share.
Of course, the NAV and market price can change every business day and the
relevant values of each may be different on the Expiration Date. See “The Offer – Terms of the Offer; Expiration Date,” and “The Offer –
Acceptance for Payment and Payment.”
If you own Common Shares through a Nominee Holder, and your Nominee Holder tenders your Common Shares on your behalf, your Nominee Holder may
charge you a fee for doing so. You should consult your Nominee Holder to determine whether any charges will apply. Any such charges may exceed the total amount of brokerage fees, commissions or similar expenses that
such Nominee Holder may charge you for selling your Common Shares in the secondary market.
If you tender your Common Shares to us in the Offer, you will not have to pay us brokerage fees, commissions or similar expenses.
What Is The Market Value Of My Common Shares As Of A Recent Date?
As of the close of regular trading on the NYSE on September 9, 2024, the closing price of a Common Share of the Fund was $12.31. Of course,
the NAV and market price can change every business day. You should obtain a recent quotation of the market price and NAV for Common Shares before deciding whether to tender your Common Shares. Common Shareholders
may obtain NAV quotations and market prices for Common Shares on the website of the Fund’s investment adviser at https://www.federatedhermes.com/us/products/closed-end-funds/premier-municipal-income.do. Common Shareholders may also obtain
market prices by contacting Georgeson LLC, the information agent for the Offer (“Information Agent”), at 1-866-461-7055 (toll free) Monday - Friday 9:00 a.m. to 11:00 p.m. New York City time, and Saturday 12:00 p.m. to 6:00 p.m., New York City time,
prior to 5:00 p.m., New York City time, on the Expiration Date. See “The Offer – Terms of the Offer; Expiration Date.”
How Long Do I Have To Decide Whether To Tender My Common Shares In The Offer?
The Fund’s Offer will expire at 5:00 p.m., New York City time, on October 11, 2024, unless the Offer is extended by the Fund in its sole
discretion. If you hold your Common Shares directly, you have until that time to decide whether to tender your Common Shares in the Offer. In order to accept the Offer, an Agent’s Message (as defined in the Offer to Purchase), in connection with a
book-entry delivery of Common Shares, or a duly executed and properly completed Letter of Transmittal and any required signature guarantees, and any other required documents (including, without limitation, any original Share Certificates), should be
sent to the Depositary such that they are received by the Depositary by 5:00 p.m., New York City time, on October 11, 2024, unless the Offer is extended by the Fund in its sole discretion. If you want to tender your Common Shares, but you cannot
comply with the procedure for book-entry transfer by the Expiration Date of the Offer, you will not be able to tender your Common Shares. This can occur, for example, if you purchased Shares at, or within a day of, the Expiration Date, which would
not allow sufficient time for such purchase transaction to settle. There are no guaranteed delivery procedures available under the terms of the Offer as an alternative delivery mechanism.
If your Common Shares are registered in the name of your Nominee Holder, you may need to decide whether to tender your Common Shares in the
Offer before 5:00 p.m., New York City time, on October 11, 2024, in order to allow such Nominee Holder time to tender your Common Shares. You should consult your Nominee Holder to determine if there is an earlier deadline by which you must inform
such Nominee Holder of any decision to tender your Common Shares and provide to such Nominee Holder any other required materials.
The Fund may, in its sole discretion, extend the Offer at any time. If it does, the Fund will determine the purchase price as of the close of regular trading on
the NYSE on the new expiration date. See “—Can The Offer Be Extended And Under What Circumstances” and “—How Will I Be Notified If The Offer Is Extended?”
Does The Fund Have The Financial Resources To Make Payment?
Yes. Assuming the Fund would purchase 32% of its outstanding Common Shares at 99% of the September 9, 2024 NAV, the total cost, not including
fees and expenses incurred in connection with the Offer, would be approximately $46,838,634.70 for the Fund. The Fund intends to use cash on hand and also is likely to sell portfolio securities to pay the purchase price for Common Shares tendered.
The Fund does not anticipate borrowing money to finance the purchase of Common Shares in the Offer. See “The Offer – Source and Amount of Funds.”
How Do I Tender My Common Shares In The Offer?
To tender Common Shares in the Offer, if your Common Shares are held in street name by your Nominee Holder, such nominee can tender your
Common Shares through The Depository Trust Company. Otherwise, if you hold Common Shares directly in your name, you must deliver a completed Letter of Transmittal and any original Share Certificates for those Common Shares to the Depositary so that
they are received by the Depository no later than the time the Offer expires. See “The Offer – Procedure for Tendering Common Shares.”
May I Place Any Condition on My Tender of Common Shares?
No. You can choose the number of Common Shares you want to tender, including none, all or some of the Common Shares you own, but you cannot
place any conditions on your tender of such Common Shares.
When And How Will I Be Paid For My Tendered Common Shares In The Offer?
The Fund will pay in U.S. dollars, for all validly tendered and not withdrawn Common Shares, subject to the proration provisions noted in the
Offer, promptly after the Expiration Date for the Offer, subject to the satisfaction or waiver of the conditions to the Offer, as set forth in “The Offer – Conditions to the Offer.” The Fund, however, does reserve the right, in its sole discretion,
to delay payment for Common Shares pending receipt of any regulatory or governmental approvals to the Offer as described under the caption “The Offer – Plans or Proposals of the Fund; Regulatory Approvals.” The Fund will pay for your validly
tendered and not withdrawn Common Shares by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments
to you. In all cases, payment for tendered Common Shares will be made only after timely receipt by the Depositary of any original Share
Certificates for the Common Shares (if applicable) and a properly completed and duly executed Letter of Transmittal or, for Common Shares held in street name, confirmation of a book-entry transfer of such Common Shares, and any other required
documents (as described in “The Offer – Procedure for Tendering Common Shares”).
Until What Time Can I Withdraw Tendered Common Shares In The Offer?
You can withdraw tendered Common Shares at any time until the Offer has expired and, if the Fund has not agreed to accept your Common Shares
for payment by November 12, 2024, you can withdraw them at any time after such time until the Fund accepts Common Shares for payment. See “The Offer – Withdrawal Rights.”
If your Common Shares are registered in the name of your Nominee Holder, you may need to allow such Nominee Holder additional time to withdraw
your tendered Common Shares. You should consult your Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Common Shares.
In order to accept the Offer, an Agent’s Message (as defined in the Offer to Purchase), in connection with a book-entry delivery of Common
Shares, or a duly executed and properly completed Letter of Transmittal and any required signature guarantees, and any other required documents (including, without limitation, any original Share Certificates), should be sent to the Depositary such
that they are received by the Depositary by 5:00 p.m., New York City time, on October 11, 2024, unless the Offer is extended by the Fund in its sole discretion.
How Do I Withdraw Tendered Common Shares In The Offer?
If you are a registered holder, to withdraw tendered Common Shares, you must deliver a written notice of withdrawal (a form of which can be
provided upon request from Georgeson LLC, the information agent for the Offer) with the required information to the Depositary, while you have the right to withdraw the Common Shares. If your Common Shares are registered in the name of your Nominee
Holder, contact that Nominee Holder to withdraw your tendered Common Shares.
Withdrawals of tenders of Common Shares may not be rescinded, and any Common Shares validly withdrawn will thereafter be deemed not validly
tendered for purposes of an Offer. However, withdrawn Common Shares may be retendered by following one of the procedures described in the section “The Offer – Procedure for Tendering Common Shares” of this Offer to Purchase at any time prior to the
Expiration Date. See “The Offer – Withdrawal Rights.”
Will I Have To Pay Taxes If The Fund Purchases My Common Shares In The Offer?
Generally, your sale of Common Shares pursuant to the Offer will be a taxable transaction for federal income tax purposes and may also be a
taxable transaction under applicable state, local, foreign and other tax laws. For federal income tax purposes, the sale of your Common Shares for cash will be treated either as (1) a sale or exchange of your Common Shares, or (2) a distribution
with respect to the Common Shares that are potentially taxable as a dividend. See “The Offer – Certain Federal Income Tax Consequences.”
You are urged to consult with your own tax advisor to determine the tax consequences of participating in the Offer.
What Is The Purpose Of The Offer?
The Fund is making the Offer to provide an alternate source of liquidity to Common Shareholders. The Offer was considered as part of the Board’s ongoing review of
available options to enhance Common Shareholder value, address the discount at which the Fund’s Common Shares have traded and provide liquidity. Recognizing changes in the Fund’s shareholder base, the Board considered, among other things, whether
the Offer would provide an additional liquidity opportunity that balances the interests of tendering and non-tendering Common Shareholders, has the potential to reduce the discount to NAV at which Common Shares currently trade, and has the potential
to limit future costs and distractions if the Offer deters future proxy contests or other disruptive activities. The Board considered the potential impact of the Offer on the Fund’s ability to implement its investment strategies and achieve its
investment objective. Those Common Shareholders who choose to tender their Common Shares can potentially receive a better share price than they might receive in the market. Common Shareholders who choose not to tender their Common Shares will
benefit from the anticipated accretive impact on the NAV of the Common Shares due to the price of the Common Shares being below NAV. The Fund also will continue to operate as an exchange-listed closed-end fund—providing long-term shareholders the
ability to pursue AMT-free tax-exempt income within a leveraged structure, with the opportunity for enhanced returns. The Board also considered that the Fund’s investment adviser, Federated Investment Management Company (“Federated”), recommended
the Offer in connection with entering into a standstill agreement with a large Common Shareholder. After considering these and other factors, none of which standing on its own was dispositive, the Board determined to authorize this Offer. See “The
Offer – Purpose of the Offer.”
Please bear in mind that none of the Fund, its Board, its investment adviser or the information agent, is making any recommendation to any
Common Shareholder as to whether to tender or refrain from tendering Common Shares in the Offer and has not authorized any person to make any such recommendation. Each Common Shareholder is urged to read the Offer Documents carefully in evaluating
the Offer, and to consult their own investment and tax advisors and make their own decisions whether to tender any Common Shares and, if so, how many Common Shares to tender. No person has been authorized to give any information or to make any
representations in connection with the Offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made, such information or representations may not be relied upon as having been
authorized by the Fund or its Board.
Are There Any Conditions To The Offer?
The Offer is not conditioned upon the Fund obtaining financing or upon any minimum number
of Common Shares being tendered. The Offer is, however, subject to certain other conditions as described in “The Offer – Conditions to the Offer.”
Is There A Limit On The Common Shares I May Tender?
No. You can choose to tender all of your Common Shares. However, the Fund will only accept for tender and pay for 32% of its outstanding Common Shares.
How Will The Offer Affect My Common Shares?
If you decide not to tender your Common Shares, you will still own the same number of Common Shares, and the Fund will still be a diversified,
closed-end registered investment company listed on the NYSE, but your Common Shares will represent a larger percentage of the Fund’s outstanding Common Shares after the Offer is completed. If you choose to remain invested in the Fund, you will be
subject to any increased risks associated with the reduction in the Fund’s total assets due to the payment for the tendered Common Shares. These risks may include, among others, greater volatility due to decreased diversification and proportionately
higher
expenses, as well as the possibility of receiving additional taxable capital gains on the distributions, and bearing greater brokerage and
other transaction expenses, from the sale of portfolio instruments to pay for tendered Common Shares. However, Federated and certain of its affiliates on their own initiative have agreed to waive certain amounts of their respective fees and/or
reimburse expenses. The total annual Fund operating expenses (as shown in the Fund’s Annual Report, excluding any interest and trust expenses on inverse floater trusts, interest expense on variable rate municipal term preferred shares (VMTPS) and
commission costs on preferred shareholder dividend payments) paid by the Fund will not exceed 0.99%. While Federated and its applicable affiliates currently do not anticipate terminating or increasing these arrangements, no assurance can be given
that the future total annual operating expenses will not be more or less than 0.99%. The reduced net assets of the Fund as a result of the Offer may result in less investment flexibility for the Fund, depending on the number of Common Shares
repurchased, and may have an adverse effect on the Fund’s leverage position and investment performance. The purchase of Common Shares in the Offer may reduce the number of Common Shareholders and will reduce the number of Common Shares that might
otherwise trade publicly. This could adversely affect the liquidity and market value of the remaining Common Shares the public holds. See “The Offer – Certain Effects of the Offer.”
The Fund has announced that its annual meeting of shareholders will be held on Friday, November 8, 2024. The Board has fixed July 31, 2024 as
the record date for determination of shareholders entitled to vote at the meeting. Tendering any Common Shares in connection with the Offer will not prevent you from voting at the 2024 annual meeting the Common Shares you held as of the July 31,
2024 record date for the annual meeting.
Can The Offer Be Extended And Under What Circumstances?
The Offer may be extended in the Fund’s sole discretion for any period to the extent required or permitted by law or by any rule, regulation,
interpretation or position of the Securities and Exchange Commission or its staff applicable to the Offer, and after the initially scheduled expiration date of the Offer if, upon any expiration of the Offer, any condition to the Offer is not
satisfied and there is a reasonable basis to believe that such condition could be satisfied. See “The Offer – Extension of Tender Period; Termination; Amendment.”
How Will I Be Notified If The Offer Is Extended?
If the Fund decides to extend the Offer, the Fund will inform the Depositary and the Information Agent of that fact and will make a public
announcement of the extension, not later than 9:30 a.m., New York City time, on the business day after the day on which the Offer was scheduled to expire. See “The Offer – Extension of Tender Period; Termination; Amendment.”
What Action Do I Need to Take If I Decide Not to Tender My Common Shares?
No action is required if you decide not to tender your Common Shares.
Who Can I Talk To If I Have Questions About The Offer?
If you own Common Shares through a Nominee Holder, you can call your Nominee Holder. You can also call Georgeson LLC, the information agent,
toll free at 1-866-461-7055.
To the Holders of Common Shares:
INTRODUCTION
Federated Hermes Premier Municipal Income Fund (NYSE: FMN), a Delaware statutory trust registered under the Investment Company Act of 1940, as
amended, as a diversified, closed-end management investment company (the “Fund”), hereby offers to purchase for cash up to 32% of its outstanding common shares, par value $0.01 per share (the “Common Shares”) (the “Offer”). The Offer is being made
upon the terms and subject to the conditions (and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) set forth in this Offer to Purchase and the related Letter of Transmittal (which together, as
amended, supplemented or otherwise modified from time to time, constitute the “Offer Documents”). The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 99% of the net asset value per share (“NAV”) in U.S. dollars as determined by the Fund, in accordance with its pricing procedures, as of the close of regular trading on the New York Stock Exchange (“NYSE”) on October 11, 2024, or such
later date to which the Offer is extended by the Fund in its sole discretion (the “Expiration Date”) (the “Per Share Amount”).
The Fund is making the Offer to all holders of its
Common Shares (“Common Shareholders”). The Offer is not conditioned upon the receipt of financing or upon any minimum number of Common Shares being tendered. The Offer
is, however, subject to certain other conditions as described in “The Offer – Conditions to the Offer.”
Common Shares tendered in the Offer that, because of proration, are not purchased will be returned at our expense to you or
to other persons at your discretion.
None of the Fund, its Board of Trustees (“Board”), its investment adviser or the information agent, is making any
recommendation to any Common Shareholder as to whether to tender or refrain from tendering Common Shares in the Offer and has not authorized any person to make any such recommendation. Each Common Shareholder is urged to read the Offer Documents
carefully in evaluating the Offer, and to consult their own investment and tax advisors and make their own decisions whether to tender any Common Shares and, if so, how many Common Shares to tender. No person has been authorized to give any
information or to make any representations in connection with the Offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made, such information or representations may not be
relied upon as having been authorized by the Fund or its Board.
You will not be obligated to pay brokerage fees, commissions or, except as set forth in “The Offer – Terms of the Offer; Expiration Date,”
stock transfer taxes on the sale of Common Shares pursuant to the Offer. However, if you own Common Shares through a broker, dealer, commercial bank, trust company or other nominee (“Nominee Holder”), and your Nominee Holder tenders your Common
Shares on your behalf, your Nominee Holder may charge you a fee for doing so. You should consult your Nominee Holder to determine whether any charges will apply. Any such
charges may exceed the total amount of brokerage fees, commissions or similar expenses that such Nominee Holder may charge you for selling your Common Shares in the secondary market.
The Fund will pay all charges and expenses of Computershare Trust Company, N.A., the depositary (the “Depositary”), and Georgeson LLC, the
information agent (the “Information Agent”) for the Offer, incurred in connection with the Offer. See “The Offer – Fees and Expenses.” You may be subject to federal income tax on the receipt of cash for your Common Shares purchased by the Fund
pursuant to the Offer. In addition, if you fail to complete, sign and return to the Depositary the IRS Form W-9 that is included with the Letter of Transmittal, you may be subject to federal backup withholding on
the gross proceeds otherwise payable to you pursuant to the Offer. Certain non-U.S. Stockholders who fail to provide to the Depositary a completed and signed IRS Form W-8BEN, W-8BEN-E, W-8IMY or other applicable Form W-8 may be subject to 30% (or
lower treaty rate) federal income tax withholding on those proceeds. See “The Offer – Certain Federal Income Tax Consequences.”
Common Shareholders who determine not to tender their Common Shares in the Offer should consider that the Fund will not be limited in its
right to issue additional Common Shares, and other equity securities, in the future. In determining whether to tender Common Shares pursuant to the Offer, Common Shareholders should also consider the possibility that they may be able to sell their
Common Shares in the future on the NYSE or otherwise at a net price higher than the Per Share Amount. The Fund can give no assurance, however, as to the price at which a Common Shareholder may be able to sell their Common Shares at any particular
point in time. See “The Offer – Certain Effects of the Offer.”
The Fund’s Common Shares are listed and traded on the NYSE under the ticker symbol “FMN.” As of the close of regular trading on the NYSE on
September 9, 2024, the Fund had 11,498,091 outstanding Common Shares; its NAV was $12.86; and its closing market price on the NYSE was $12.31, representing a discount of approximately 4.28%. Of course, the NAV and market price can change every
business day and the relevant values of each may be different on the Expiration Date.
You are urged to obtain current market quotations for
the Common Shares. Common Shareholders may obtain NAV quotations and market prices for Common Shares on the website of Federated
Investment Management Company (“Federated”), the Fund’s investment adviser, at https://www.federatedhermes.com/us/products/closed-end-funds/premier-municipal-income.do. Common Shareholders may also obtain market prices by contacting Georgeson LLC, the information agent for the Offer (“Information Agent”), at 1-866-461-7055 (toll free) Monday - Friday 9:00 a.m. to 11:00 p.m. New York City time, and
Saturday 12:00 p.m. to 6:00 p.m., New York City time, prior to 5:00 p.m., New York City time, on the Expiration Date.
THE OFFER DOCUMENTS CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A
DECISION WITH RESPECT TO THE OFFER.
If you do not wish to tender your Common Shares, you need not take any action.
THE OFFER
| 1. |
Terms of the Offer; Expiration Date
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Upon the terms and subject to the conditions set forth in the Offer (and, if the Offer is extended or amended, the terms
and conditions of any such extension or amendment), the Fund will accept for payment and pay cash for up to 32% of the Fund’s outstanding Common Shares (the “Offer Amount”), or 3,679,390 Common Shares in the aggregate, validly tendered and not withdrawn prior to the Expiration Date (as defined below). The Fund reserves the right, in its sole discretion, to extend the Offer to a
later Expiration Date. The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 99% of the NAV in U.S. dollars as determined by the Fund, in accordance with its pricing procedures, as of the close of
regular trading on the NYSE on the Expiration Date. As of the close of regular trading on the NYSE on September 9, 2024, the Fund’s NAV was $12.86. Common Shareholders may obtain NAV quotations and market prices for Common Shares on the website of
Federated Investment Management Company (“Federated”), the Fund’s investment adviser, at https://www.federatedhermes.com/us/products/closed-end-funds/premier-municipal-income.do. Common Shareholders may also obtain market prices by
contacting Georgeson LLC, the information agent for the Offer (“Information Agent”), at 1-866-461-7055 (toll free) Monday - Friday 9:00 a.m. to 11:00 p.m. New York City time, and Saturday 12:00 p.m. to 6:00 p.m., New York City time, prior to 5:00
p.m., New York City time, on the Expiration Date. Common Shareholders tendering Common Shares shall be entitled to receive all dividends declared (and for which a record date will have occurred) on or before the Expiration Date, but not yet paid on
Common Shares tendered pursuant to the Offer. You should be aware that, if you tender Common Shares pursuant to the Offer, you will not be entitled to receive, with respect to tendered Common Shares that are accepted for repurchase by the Fund, any
Fund dividend or distribution with a record date occurring after the Expiration Date. See “The Offer – Price Range of Common Shares; Dividends.” Under no circumstances will interest be paid on the tender price for tendered Common Shares, regardless
of any extension of or amendment to the Offer or any delay in paying for such Common Shares.
If the Common Shares tendered and not withdrawn prior to the Expiration Date are less than or equal to the Offer Amount,
the Fund will, upon the terms and conditions of the Offer (and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), purchase all Common Shares so tendered. In such a case, Common Shareholders in the
Fund’s Distribution Reinvestment Plan (the “DRIP”) who properly tender all their Common Shares and do not withdraw such tender, will be deemed to have given instructions under the DRIP to receive their last distribution in cash. If more than the
Offer Amount for the Fund is tendered pursuant to the Offer and not withdrawn, the Fund will purchase the Offer Amount on a pro rata basis (with appropriate adjustment to avoid purchase of fractional Common Shares) based on the number of Common
Shares properly tendered and not withdrawn by each Common Shareholder prior to the Expiration Date. Common Shares tendered in the Offer that are not purchased because of proration will be returned at our expense to you or to other persons at your
discretion. Common Shareholders in the DRIP who want to tender all their Common Shares should contact the DRIP Agent or their Nominee Holder to ensure that they properly tender all Common Shares received through the DRIP. See “The Offer – Acceptance
for Payment and Payment.” The Fund may determine, in its sole discretion, not to purchase any Common Shares because one or more conditions described in the section “The Offer – Conditions to the Offer” of this Offer to Purchase are not met.
With respect to the Offer, “Expiration Date” means 5:00 p.m., New York City time, on October 11, 2024, unless the Fund in
its sole discretion extends the period of time for which the Offer is open, in which event “Expiration Date” means the latest time and date at which the Offer, as so extended, shall expire.
Common Shareholders should consider the relative costs of tendering Common Shares at a 1% discount to NAV pursuant to the
Offer and paying any fee charged by your Nominee Holder or selling Common Shares at the market price in the secondary market with the associated transaction costs.
A Common Shareholder in the DRIP who properly tenders all his or her Common Shares and does not withdraw such tender, will
be deemed to have given instructions under the DRIP to receive his or her last distribution in cash.
Except as described herein, withdrawal rights expire on the Expiration Date. The Fund currently does not contemplate
extending the Offer or increasing the Common Shares covered by the Offer if more than the Offer Amount is tendered.
The Offer is being made to all Common Shareholders of the Fund and is not subject to the receipt of financing or upon any
minimum number of Common Shares being tendered in the Offer. The Offer is, however, subject to other conditions as described in “The Offer – Conditions to the Offer.”
The Fund expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of
time during which the Offer is open by giving oral or written notice of such extension to the Depositary. Any such extension will also be publicly announced by press release issued no later than 9:30 a.m., New York City time, on the next business
day after the then-current scheduled Expiration Date. There can be no assurance, however, that the Fund will exercise its right to extend the Offer. If the Fund decides, in its sole discretion, to decrease the number of Common Shares being sought
and, at the time that notice of such decrease is first published, sent or given to Common Shareholders in the manner specified below, the Offer is scheduled to expire at any time earlier than the tenth business day from the date that such notice is
first so published, sent or given, the Offer will be extended at least until the end of such ten business day period. During any extension, all Common Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the
right of a tendering Common Shareholder to withdraw his or her Common Shares.
If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a
material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13(e)-4(e)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During the extension, all Common Shares
previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Common Shareholder to withdraw his or her Common Shares.
Subject to the terms and conditions of the Offer (and, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment), the Fund will pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of the Offer. Any extension, delay or termination will be followed as promptly as practicable by
public
announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:30 a.m., New York City time, on the next
business day after the initially scheduled Expiration Date.
Tendering Common Shareholders will not be obligated to pay transfer taxes on the purchase of Common Shares by the Fund,
except as set forth below. If payment of the purchase price is to be made to, or Common Shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if a transfer tax is imposed for any
reason other than the sale or transfer of Common Shares to the Fund pursuant to the Offer, then the amount of any stock or share transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the
purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.
As of the close of regular trading on the NYSE on September 9, 2024, the Fund had 11,498,091 outstanding Common Shares. As
of September 9, 2024, the Trustees and executive officers of the Fund, in the aggregate, owned less than 1% of the outstanding Common Shares of the Fund. The Fund has not been advised that any Trustees, officers or affiliates of the Fund (as defined
in Rule 12b-2 under the Exchange Act) currently intend to tender any Common Shares pursuant to the Offer. The Fund has been advised that Thomas R. Donahue, Chief Financial Officer, Vice President, Director and Treasurer of Federated Hermes, Inc.,
Federated's ultimate parent company, and who is a Director and Treasurer of Federated, intends to tender Common Shares pursuant to the Offer.
| 2. |
Extension of Tender Period; Termination; Amendment
|
The Fund expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of
time during which the Offer is pending by giving notice of such extension to the Depositary and making a public announcement thereof. The Offer may be extended in the Fund’s sole discretion for any period to the extent required or permitted by law
or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (“SEC”) or its staff applicable to the Offer, and after the initially scheduled Expiration Date, upon any expiration of the Offer, if any condition to
the Offer is not satisfied and there is a reasonable basis to believe that such condition could be satisfied. In the event that the Fund elects to extend the tender period, the NAV for the Common
Shares tendered will be computed as of the close of regular trading on the NYSE on the new Expiration Date. During any such extension, all Common Shares previously tendered and not
purchased or withdrawn will remain subject to the Offer. The Fund also reserves the right, at any time and from time to time up to and including the Expiration Date, in its sole discretion, to (a) terminate the Offer and not to purchase or pay for
any Common Shares or, subject to applicable law, to delay the acceptance for payment or payment for Common Shares upon the occurrence of any of the conditions specified in the section “The Offer – Conditions to the Offer” of this Offer to Purchase;
and (b) amend the Offer in any respect by making a public announcement thereof. Such public announcement will be issued no later than 9:30 a.m. New York City time on the next business day after the previously scheduled Expiration Date and will
disclose the approximate number of Common Shares tendered as of that date. Without limiting the manner in which the Fund may choose to make a public announcement of extension, termination or amendment, except as provided by applicable law, the Fund
shall have no obligation to publish, advertise or otherwise communicate any such public announcement.
If the Fund materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material
condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) promulgated under the Exchange Act. These rules require that the minimum period during which an offer must remain open following
material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including, without limitation, the relative
materiality of such terms or information. If (i) the Fund increases or decreases the price to be paid for Common Shares, or the Fund increases or decreases the number of Common Shares being sought and (ii) the Offer is scheduled to expire at any
time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be extended at least until the expiration of such
period of ten business days.
| 3. |
Acceptance for Payment and Payment
|
Upon the terms and subject to the conditions of the Offer (and, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), the Fund will accept for payment, and will pay cash in U.S. dollars for, Common Shares validly tendered on or before the Expiration Date, and not properly withdrawn in accordance with the section “The
Offer – Withdrawal Rights” of this Offer to Purchase, promptly after the Expiration Date of the Offer. In addition, the Fund reserves the right, subject to compliance with Rule 14e-1(c) under the Exchange Act, to delay payment for Common Shares
pending receipt of any regulatory or governmental approvals to the Offer as described under the caption “The Offer - Plans or Proposals of the Fund; Regulatory Approvals”. For a description of the Fund’s right to terminate the Offer and not accept
for payment or pay for Common Shares or to delay acceptance for payment or payment for Common Shares, see “The Offer – Extension of Tender Period; Termination; Amendment.”
For purposes of the Offer, the Fund shall be deemed to have accepted for payment tendered Common Shares when, as and if the
Fund gives oral or written notice of its acceptance to the Depositary. The Fund will pay for Common Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary. The Depositary will act as your agent for
the purpose of receiving payments from the Fund and transmitting such payments to you. In all cases, payment for Common Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of such Common Shares
via any original Share Certificates, the Direct Registration System (“DRS”) or of a confirmation of a book-entry transfer of such Common Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in “The Offer – Procedure
for Tendering Common Shares”), a properly completed and duly executed Letter of Transmittal or Agent’s Message and any other required documents. For a description of the procedure for tendering Common Shares pursuant to the Offer, see “The Offer –
Procedure for Tendering Common Shares.” Pursuant to the Offer, Common Shares that have been tendered and accepted for payment by the Fund will constitute authorized but unissued Common Shares.
Under no circumstances will the Fund pay interest on the consideration paid for Common Shares pursuant to the Offer,
regardless of any delay in making such payment. If the Fund
increases the consideration to be paid for Common Shares pursuant to the Offer, that Fund will pay such increased consideration for all Common
Shares purchased pursuant to the Offer.
If any tendered Common Shares are not purchased pursuant to the Offer for any reason, other than as a result of the
proration procedures described below, or if more Common Shares are submitted than are tendered, such unaccepted Common Shares will be returned to your account as book-entry Common Shares or, in the case of Common Shares evidenced by Share
Certificates, such shares will be returned to your account as book-entry Common Shares, without expense to you or to other persons at your discretion, as promptly as practicable following the expiration or termination of the Offer. For holders who
hold their shares with a bank, broker or nominee, such Common Shares will be credited back to your account by your bank, broker or nominee.
If any tendered Common Shares evidenced by Share Certificates are not purchased pursuant to the Offer or are properly withdrawn, or if fewer than all Common Shares evidenced by a Common Shareholder’s
Share Certificates are tendered, Share Certificates for unpurchased Common Shares will not be returned. In such case, Common Shares evidenced by Share Certificates will be credited to the appropriate account maintained by the tendering Common
Shareholder at the Book-Entry Transfer Facility. In each case, the Fund will not charge the Common Shareholder for costs incurred returning or crediting the Common Shares to the Common Shareholder.
If more than the Offer Amount for the Fund is validly tendered and not withdrawn prior to the Expiration Date, the Fund
will accept for payment and pay for only the Offer Amount on a pro rata basis (with appropriate adjustment to avoid purchase of fractional Common Shares) based on the number of Common Shares properly tendered by each Common Shareholder prior to or on
the Expiration Date and not withdrawn. Preliminary results of proration will be announced by press release as promptly as practicable after the Expiration Date. Common Shareholders may obtain such preliminary information from the Information Agent
and may be able to obtain such information from their Nominee Holder. Unless otherwise indicated on the Letter of Transmittal, any properly tendered Common Shares that are not accepted for payment and paid for because of proration will be returned at
our expense to you or to other persons at your discretion.
If the Fund is delayed in its acceptance for payment of, or in its payment for, Common Shares, or is unable to accept for
payment or pay for Common Shares pursuant to the Offer for any reason, then, without prejudice to the Fund’s rights under the Offer, the Depositary may, on behalf of the Fund, retain tendered Common Shares, and such Common Shares may not be
withdrawn, unless and except to the extent tendering Common Shareholders are entitled to withdrawal rights as described in the section “The Offer – Withdrawal Rights” of this Offer to Purchase.
The price to be paid for the Common Shares is an amount per share, net to the seller in cash, equal to 99% of the NAV in U.S. dollars as determined by the Fund, in accordance with its pricing procedures, as of the close of regular trading on the NYSE on the Expiration Date.
You may be subject to federal income tax on the receipt of cash for your Common Shares purchased by the Fund pursuant to
the Offer. In addition, if you fail to complete, sign and return to the Depositary the IRS Form W-9 that is included with the Letter of Transmittal, you may be subject to federal backup withholding on the gross proceeds otherwise payable to you
pursuant to the Offer. Certain non-U.S. Stockholders who fail to provide to the Depositary a completed and signed IRS Form W-8BEN, W-8BEN-E, W-8IMY or other applicable Form W-8 may be subject to 30% (or lower treaty rate) federal income tax
withholding on those proceeds. See “The Offer – Certain Federal Income Tax Consequences.”
If you own Common Shares through a Nominee Holder, and your Nominee Holder tenders your Common Shares on
your behalf, your Nominee Holder may charge you a fee for doing so. You should consult your Nominee Holder to determine whether any charges will apply. Any such charges may exceed the total amount of brokerage fees, commissions or similar expenses
that such Nominee Holder may charge you for selling your Common Shares in the secondary market.
| 4. |
Procedure for Tendering Common Shares
|
To tender Common Shares pursuant to the Offer, the Depositary must timely receive at one of its addresses set forth on the
back cover of the Offer to Purchase (i) a properly completed and duly executed Letter of Transmittal, any original Share Certificates and any other documents required by the Letter of Transmittal or (ii) for Common Shares held at The Depository Trust
Company, delivery of such Common Shares pursuant to the procedures for book-entry transfer described below (and a confirmation of such delivery including an Agent’s Message (as defined below)), in each case by the Expiration Date.
Common Shareholders whose Common Shares are registered in the name of a Nominee Holder should contact such Nominee Holder
if they desire to tender their Common Shares. Such Common Shareholders may need to inform their Nominee Holders of any decision to tender Common Shares, and deliver any required materials, before 5:00 p.m., New York City time, on October 11, 2024,
unless extended by the Fund in its sole discretion, so that a broker or other intermediary may tender the Common Shares before that date and time. You should consult your Nominee Holder to determine when you would need to inform such Nominee Holder
of any decision to tender Common Shares and to deliver any required materials to them in order to tender your Common Shares.
If the Letter of Transmittal or any stock or share powers are signed by trustees, executors, administrators, guardians,
agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, should indicate location of signing and must submit proper evidence satisfactory to the Fund
of their authority to so act.
Letters of Transmittal and any original Share Certificates should be sent to the Depositary; they should not be sent or
delivered to the Fund, the Information Agent or the Book-Entry Transfer Facility (as defined below). Any documents delivered to the Fund, the Information Agent or the Book-Entry Transfer Facility will not be forwarded to the Depositary and,
therefore, will not be deemed to have been properly tendered. If you want to tender your Common Shares, but you cannot comply with the procedure for book-entry transfer by the Expiration Date of the Offer, you will not be able to tender your Common
Shares. This can occur, for example, if you purchased Shares at, or a day of, the Expiration Date, which would not allow sufficient time for such purchase transaction to settle. There are no guaranteed delivery procedures available under the terms of
the Offer as an alternative delivery mechanism.
Book-Entry Delivery. The Depositary will make a request to establish an account with respect to the Common Shares at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the
Offer, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Common Shares by causing the Book-Entry Transfer Facility to transfer such Common Shares into the
Depositary’s account at the Book-Entry Transfer Facility in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of Common Shares may be
effected through book-entry transfer, the Letter of Transmittal properly completed and duly executed together with any required signature
guarantees or an Agent’s Message and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase by the Expiration Date. Delivery
of the Letter of Transmittal and any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and
received by, the Depositary and forming a part of a book-entry confirmation which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Common Shares
that are the subject of such book-entry confirmation which such participant has received, and agrees to be bound by, the terms of the Letter of Transmittal and that the Fund may enforce such agreement against such participant.
Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including, without limitation, most banks, savings and loan
associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including, without limitation, the Securities Transfer Agents Medallion Program (STAMP) (each, an “Eligible
Institution”). Signatures on a Letter of Transmittal need not be guaranteed if (i)(a) the Letter of Transmittal is signed by the registered holder(s) of the Common Shares tendered herewith exactly as the name of such holder(s) appears on the
Direct Registration Account(s), (b) payment and delivery are to be made directly to such holder(s) and (c) such holder(s) have not completed the instruction entitled “Special Payment Instructions” on the Letter of Transmittal, or (ii) such Common
Shares are tendered for the account of an Eligible Institution.
If a Share Certificate evidencing Common Shares is registered in the name of a person other than the person executing the
Letter of Transmittal or you are completing either the box captioned “Special Delivery Instructions” or the box captioned “Special Payment Instructions” in the Letter of Transmittal, then: (i) your Share Certificates must be endorsed or accompanied
by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the Share Certificates, and (ii) the signature on (A) the Letter of Transmittal and (B) your endorsed Share Certificates or stock power must
be guaranteed by an eligible guarantor institution.
Tax Withholding. Under the federal income tax law, the Depositary will be required to withhold 24% of any amounts otherwise payable to an individual or certain non-corporate Common Shareholders pursuant
to the Offer (“backup withholding”). In order to avoid backup withholding, if you are such a Common Shareholder, you must provide the Depositary with your correct taxpayer identification number and certify that you are not subject to backup
withholding by completing, signing and returning the IRS Form W-9 included in the Letter of Transmittal. If you are a non-resident alien or foreign entity not subject to backup withholding, you must give the Depositary a completed and signed Form
W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)), Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)), Form
W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting) or other applicable Form W-8 prior to receipt of any payment.
Validity. The Fund will determine, in its sole discretion, all questions as to the form of documents and the validity, eligibility (including, without limitation, time of receipt) and acceptance
for payment of any tender of Common Shares, and its determination shall be final and binding. The Fund reserves the absolute right, in its sole discretion, to reject any or all
tenders of Common Shares that the Fund determines not to be in proper form or the acceptance for payment of or payment for which it determines
to be unlawful. The Fund also reserves the absolute right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in any tender of Common Shares. The Fund’s interpretation of the terms and conditions of
the Offer (and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment) will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such times as
the Fund shall determine. Tendered Common Shares will not be accepted for payment unless any defects or irregularities have been cured or waived within such time. None of the Fund, the Depositary, the Information Agent or any other person will be
under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.
Section 14(e) of the Exchange Act, and Rule 14e-4 thereunder, make it unlawful for any person, acting alone or in concert
with others, directly or indirectly, to tender shares in a partial tender offer for such person’s own account unless at the time of tender, and at the time the shares are accepted for payment, the person tendering has a net long position equal to or
greater than the amount tendered in (i) the subject security, and will deliver or cause to be delivered such shares for the purpose of tendering to the person making the offer within the period specified in the offer, or (ii) an equivalent security
and, upon acceptance of his or her tender, will acquire the subject security by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the offer, and will deliver or cause to be delivered the subject
security so acquired for the purpose of tender to the offeror prior to or on the expiration date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.
The tender of Common Shares pursuant to any one of the procedures described above will constitute your acceptance of the
Offer, including its terms and subject to its conditions (and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), as well as your representation and warranty that (i) you own the Common Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act, (ii) the tender of such Common Shares complies with Rule 14e-4, and (iii) you have the full power and authority to tender, sell, assign and transfer the Common Shares
tendered, as specified in the Letter of Transmittal. The Fund’s acceptance for payment of Common Shares tendered by you pursuant to the Offer will constitute a binding agreement between that Fund and you with respect to such Common Shares, upon the
terms and subject to the conditions of the Offer (and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment).
By submitting the Letter of Transmittal and any original Share Certificates or making the book-entry transfer of Common
Shares as described above, subject to, and effective upon, acceptance for payment of the Common Shares tendered in accordance with the terms and subject to the conditions of the Offer (and, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), in consideration of the acceptance for payment of such Common Shares in accordance with the terms of the Offer, the tendering Common Shareholders shall be deemed to sell, assign and transfer to, or upon
the order of, the Fund all right, title and interest in and to all the Common Shares that are being tendered and that are being accepted for purchase pursuant to the Offer (and any and all dividends, distributions, other shares or other securities or
rights declared or issuable in respect of such Common Shares after the Expiration Date) and irrevocably constitute and appoint the Depositary the true and lawful agent of the undersigned with respect to such Common Shares (and any such dividends,
distributions, other shares or securities or rights), with full power of substitution
to (a) transfer ownership of such Common Shares (and any such other dividends, distributions, other shares or securities or rights), together
with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the agent of the tendering Common Shareholder, of the purchase price; (b) present such Common Shares (and any such other
dividends, distributions, other shares or securities or rights) for transfer on the books of the Fund; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Common Shares (and any such other dividends,
distributions, other shares or securities or rights), all in accordance with the terms of the Offer. Upon such acceptance for payment, all prior powers of attorney given by the tendering Common Shareholder with respect to such Common Shares (and any
such dividends, distributions, other shares or securities or rights) will, without further action, be revoked, and no subsequent powers of attorney may be given by the tendering Common Shareholder (and, if given, will not be effective), provided,
however, for the avoidance of doubt, that the tender of Common Shares held as of the July 31, 2024 record date (“Record Date Common Shares”) for the 2024 annual meeting of shareholders will not revoke any proxies given for such Record Date Common
Shares before the tender of Common Shares, or preclude the giving of a proxy for such Record Date Common Shares after the tender of Common Shares, that relates, in each case, to the 2024 annual meeting.
By submitting the Letter of Transmittal and original Share Certificates or making the book-entry transfer of Common Shares
as described above, and in accordance with the terms and conditions of the Offer (and, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the tendering Common Shareholder also shall be deemed to
represent and warrant that: (a) the tendering Common Shareholder has full power and authority to tender, sell, assign and transfer the tendered Common Shares (and any and all dividends, distributions, other shares or other securities or rights
declared or issuable in respect of such Common Shares after the Expiration Date); (b) when and to the extent the Fund accepts the Common Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all
security interests, liens, restrictions, charges, proxies, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim, provided, however, for the avoidance of doubt, that
the tendering of any Common Shares will not prevent the Common Shareholder from voting at the 2024 annual meeting the Common Shares they held as of the July 31, 2024 record date for the annual meeting; (c) on request, the tendering Common Shareholder
will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Common Shares (and any and all dividends, distributions, other shares or
securities or rights declared or issuable in respect of such Common Shares after the Expiration Date); and (d) the tendering Common Shareholder has read and understands the Offer Documents and agreed to all of the terms of the Offer.
Lost or Destroyed Share Certificates. If you had received a Share Certificate for your Common Shares and your Share Certificate for part or all of your Common Shares has been lost, stolen, misplaced or destroyed, you should contact Computershare Trust
Company, N.A., the transfer agent of the Fund, at (800)-730-6001, for instructions as to obtaining an affidavit of loss. The affidavit of loss will then be required to be submitted together with the Letter of Transmittal in order to receive
payment for Common Shares that are tendered and accepted for payment. A bond may be required to be posted by you to secure against the risk that the Share Certificates may be subsequently recirculated. You are urged to contact the Depositary
immediately in order to receive further instructions, to permit timely processing of this documentation and for a determination as to whether you will need to post a bond.
THE METHOD OF DELIVERY OF ANY DOCUMENTS IS AT THE OPTION AND RISK OF THE PARTY TENDERING COMMON SHARES.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
If your Common Shares are registered directly in your name, you may withdraw tenders of Common Shares made pursuant to the
Offer at any time prior to the Expiration Date. If your Common Shares are registered in the name of your Nominee Holder, you should contact such Nominee Holder and allow such Nominee Holder additional time to withdraw your tendered Common Shares.
You should consult your Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Common Shares. After the Expiration Date, such tenders are irrevocable, except
that they may be withdrawn after November 12, 2024 unless such Common Shares are accepted for payment prior to that date as provided in the Offer. If the Fund, in its sole discretion, extends the period of time during which the Offer is open or is
delayed in accepting for payment or paying
for Common Shares pursuant to the Offer for any reason, then, without prejudice to its rights under the Offer, the Depositary may, on the
Fund’s behalf, retain all Common Shares tendered, and such Common Shares may not be withdrawn except as otherwise provided in this section.
To withdraw tendered Common Shares, a written transmission of a notice of withdrawal (a form of which can be provided upon
request from the Information Agent) with respect to the Common Shares must be timely received by the Depositary at its address set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who
tendered the Common Shares to be withdrawn, the number of Common Shares to be withdrawn, and the name of the registered holder of Common Shares, if different from that of the person who tendered such Common Shares. If the Common Shares to be
withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Common Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the release of
such Common Shares. In addition, such notice must specify, in the case of Common Shares tendered by DRS transaction, the name of the registered holder (if different from that of the tendering Common Shareholder) and the number of Common Shares to be
withdrawn or, in the case of Common Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Common Shares, and must comply with the procedures of the Book-Entry
Transfer Facility. Withdrawals may not be rescinded, and Common Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Common Shares may be re-tendered by again following one of the procedures
described in “The Offer – Procedure for Tendering Common Shares” at any time prior to the Expiration Date. If your Common Shares are registered in the name of your Nominee Holder, contact that Nominee Holder to withdraw your tendered Common Shares.
The Fund will determine, in its sole discretion, all questions as to the form and validity (including, without limitation,
time of receipt) of any notice of withdrawal, and the Fund’s determination shall be final and binding. None of the Fund, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to give any such notification.
The method of delivery of any documents related to a withdrawal is at the option and risk of the withdrawing Common
Shareholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery.
| 6. |
Certain Federal Income Tax Consequences
|
The following is a general discussion of the material, but not all, federal income tax consequences of the Offer to holders
of Common Shares whose shares are tendered and accepted for payment pursuant to the Offer. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary, and proposed Treasury Department regulations
thereunder, Internal Revenue Service (“IRS”) pronouncements/rulings and judicial decisions, all as currently in effect and any or all of which
may be changed (possibly with retroactive effect) by later legislative, judicial or administrative action. The discussion does not address all aspects of federal income taxation that may be relevant to a holder’s particular circumstances or to a
holder subject to special treatment under the federal income tax law (such as financial institutions, tax-exempt organizations, life insurance companies, dealers in securities or currencies, Common Shareholders holding Common Shares as part of a
conversion transaction or hedge or hedging transaction or as a position in a straddle for tax purposes, and certain U.S. expatriates). In addition, the discussion below does not consider the effect of state, local, foreign or other tax laws that may
apply to particular holders. The discussion assumes that the tendered Common Shares are held as “capital assets” as defined in Code section 1221.
Each Common Shareholder should consult its own tax advisor as to the particular federal income tax
consequences to the Common Shareholder of participating in the Offer and the applicability and effect of state, local foreign or other tax laws.
The tax treatment of a holder that tenders Common Shares in the Offer will depend on whether the Common Shareholder’s
receipt of cash for those shares pursuant to the Offer is treated as a sale or exchange thereof or instead as a distribution with respect to the Fund’s Common Shares that are actually or constructively owned by the holder.
U.S. Holders. As used herein, the term “U.S. Holder” means any Common Shareholder who or that is, for federal income tax purposes, (1) a citizen or resident of the United States, (2) a corporation,
partnership or other entity treated as such that is created or organized in or under the laws of the United States (3) any estate, the income of which is subject to federal income taxation regardless of its source, or (4) any trust, the
administration of which is subject to the primary supervision of a U.S. court and for which) one or more U.S. persons have the authority to control all substantial decisions.
Characterization
of the Sale of Common Shares Pursuant to the Offer. The sale of Common Shares by a U.S. Holder pursuant to the Offer will be treated as a “sale or exchange” for those
shares for federal income tax purposes only if the receipt of cash on that sale:
|
1.
|
is “substantially disproportionate” with respect to the U.S. Holder;
|
|
2.
|
is in “complete redemption” of all of the Fund’s shares owned by the U.S. Holder; or
|
|
3.
|
is “not essentially equivalent to a dividend” with respect to the U.S. Holder.
|
If a U.S. Holder’s sale of Common Shares pursuant to the Offer is not treated for federal income tax purposes as such a
sale or exchange, the sale instead will be taxable as a dividend to the U.S. Holder to the extent of the holder’s allocable share of the Fund’s current and accumulated earnings and profits, as calculated under federal tax principles (“E&P”).
In determining whether any of the above three tests is satisfied, a U.S. Holder must take into account
not only shares the holder actually owns, but also shares that the
holder constructively owns within the meaning of Code section 318. Further, contemporaneous dispositions or acquisitions
of the Fund’s shares by a U.S. Holder or related individuals or entities may be deemed to be part of a single integrated transaction that will be taken into account in determining whether any of the three tests has been satisfied.
|
1.
|
“Substantially Disproportionate”
|
The Fund’s purchase of Common Shares pursuant to the Offer will be substantially disproportionate with
respect to a U.S. Holder if the percentage of the Fund’s outstanding voting shares actually and constructively owned by the U.S. Holder immediately after the purchase is less than 80% of the percentage of the Fund’s outstanding voting shares owned by
the U.S. Holder determined immediately before the purchase. In no event will a purchase of Common Shares be substantially disproportionate with respect to a U.S. Holder that owns 50% or more of the Fund’s total combined voting power immediately
after the conclusion of the Offer.
The purchase of Common Shares pursuant to the Offer will result in a complete redemption of a U.S.
Holder’s shares if (i) all of the Fund’s shares actually owned by the U.S. Holder are sold pursuant to the Offer, (ii) all of the Fund’s shares constructively owned by the U.S. Holder are sold pursuant to the Offer or, with respect to shares owned by
certain related individuals, the U.S. Holder is entitled to waive and effectively waives, in accordance with Code section 302(c), attribution of the Fund’s shares that otherwise would be considered as constructively owned by the U.S. Holder and (iii)
after the Fund’s shares are sold the U.S. Holder does not actually or constructively (taking into account the effect of a waiver of constructive ownership as provided in clause (ii)) own any other class of the Fund’s shares. U.S. Holders wishing to
satisfy the complete redemption test through waiver of the constructive ownership rules should consult their tax advisors.
|
3.
|
“Not Essentially Equivalent to a Dividend”
|
The purchase of Common Shares pursuant to the Offer will be treated as not essentially equivalent to a
dividend if the reduction in the U.S. Holder’s proportionate interest in the Fund’s shares as a result of the purchase constitutes a “meaningful reduction” of the U.S. Holder’s percentage interest in the Fund. Whether the receipt of cash by a U.S.
Holder who sells Common Shares pursuant to the Offer will result in such a meaningful reduction will depend upon the U.S. Holder’s particular facts and circumstances. Generally, even a small reduction in the percentage ownership interest of a U.S.
Holder whose relative shares interest in a publicly held company (such as the Fund) is minimal and who exercises no control over the company’s business should constitute a meaningful reduction.
U.S. Holders should consult their own tax advisors regarding the application of this test to their
particular circumstances.
Assuming any of the above three tests is satisfied with respect to the Fund’s purchase of Common Shares
from a U.S. Holder pursuant to the Offer, the U.S. Holder will recognize gain or loss equal to the difference between the amount of cash it receives and the holder’s tax basis in the Common Shares that are purchased. The gain or loss will be a
capital gain or loss and will be a long-term capital gain or loss if the Common Shares sold were held for more than one year. Capital loss can generally only be used to offset capital gain. Long-term capital gain of a U.S. individual or certain
other non-corporate Common Shareholders (each, an “individual”) is subject to a maximum 15% (or 20% if the Common Shareholder’s taxable income exceeds a certain threshold) federal income tax rate.
As noted above, if none of the three tests is satisfied with respect to the Fund’s purchase of Common
Shares from a U.S. Holder pursuant to the Offer, the U.S. Holder will be treated as having received a distribution from the Fund with respect to the U.S. Holder’s shares in an amount equal to the cash the holder receives pursuant to the Offer. The
distribution will likely be treated as an ordinary income dividend, and/or a return of capital distribution, depending, in part, on the amount of the Fund’s current or accumulated E&P, as determined under federal income tax principles.
(Moreover, under certain circumstances, such treatment may result in a constructive dividend to a non-tendering Common Shareholder whose proportionate interest in the Fund’s earnings and assets has been increased by the tender of Common Shares).
Any portion of a distribution that would be classified as a dividend but for the fact that it exceeds
the Fund’s current or accumulated E&P will reduce the U.S. Holder’s tax basis in its Common Shares until that basis is brought to zero and then as gain from the sale or exchange of such Common Shares. Any basis of a U.S. Holder in Common Shares
surrendered pursuant to the Offer that is not reduced as described in the preceding sentence generally will be added to its basis in its retained shares of the Fund’s shares.
Foreign Holders. As used herein, the term “Foreign Holder” means any Common Shareholder other than a U.S. Holder. The following discussion does not address the federal income tax consequences to
Foreign Holders that beneficially held more than 5% of the Fund’s shares at any time. Any Foreign Holders should consult their own tax advisers regarding the federal income tax consequences of the Offer. Except as described below and subject to
the discussions below concerning backup withholding, a Foreign Holder will not be subject to federal income tax on gains realized on the sale of Common Shares pursuant to the Offer unless (i) the gain is effectively connected with the Foreign
Holder’s conduct of a trade or business within the United States and, where a tax treaty applies, is attributable to a U.S. permanent establishment of the Foreign Holder or (ii) in the case of an individual Foreign Holder, he or she is present in
the United States for 183 days or more during the taxable year of the sale and certain other conditions are present.
To the extent a portion of the sales proceeds paid pursuant to the Offer is treated as a dividend, such portion will be
subject to a 30% federal withholding tax unless that rate is
reduced by an applicable income tax treaty between the United States and the Foreign Holder’s country of residence and the Foreign Holder
submits proper evidence on the applicable Form W-8 that such Foreign Holder qualifies for benefits under such treaty. In lieu of the 30% (or lower treaty rate, if applicable) withholding tax, a Foreign Holder will be subject to federal income tax on
the portion, if any, of a payment pursuant to the Offer that is treated as a dividend and that is effectively connected with the Foreign Holder’s conduct of a trade or business within the United States.
Foreign Holders are urged to consult their own tax advisors regarding the application of the U.S.
federal income tax law to their sale of Common Shares pursuant to the Offer.
Backup Withholding. Payments to U.S. Holders pursuant to the Offer generally will be subject to information reporting requirements. To avoid the imposition of backup withholding (see the next
paragraph), a U.S. Holder should complete the IRS Form W-9 provided in the Letter of Transmittal and either (i) provide the holder’s correct taxpayer identification number (“TIN”), which, in the case of an individual U.S. Holder, is his or her
social security number, and certain other information, or (ii) establish a basis for an exemption from backup withholding. Certain U.S. Common Shareholders (including, among others, corporations, individual retirement accounts and certain foreign
individuals) are exempt from these backup withholding and information reporting requirements. However, a non-resident alien or foreign entity not subject to backup withholding must give the Depositary a completed and signed Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)), Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)), Form W-8IMY
(Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting) or other applicable Form W-8 prior to receipt of any payment to avoid withholding.
A U.S. Holder must provide the Depositary with the correct TIN or an adequate basis for exemption, to avoid being subject
to backup withholding at a rate of 24% imposed on the gross proceeds otherwise payable to the U.S. Holder pursuant to the Offer (regardless of the amount of gain or loss the U.S. Holder may realize from the proceeds). If backup withholding results
in an overpayment of taxes, a refund or credit may be obtained only directly from the IRS, provided that the required information is provided to the IRS.
This tax discussion is included for general information only. The tax consequences of the receipt of
cash pursuant to the Offer may vary depending on, among other things, the particular circumstances of the tendering Common Shareholder. No information is provided as to the state, local, foreign or other tax consequences of the Offer. Common
Shareholders are urged to consult their own tax advisors to determine the particular federal, state, local, foreign and other tax consequences to them of tendering Common Shares under the Offer and the effect of the constructive ownership rules
mentioned above.
| 7. |
Price Range of Common Shares; Dividends
|
The Common Shares are listed and traded on the NYSE. The following table sets forth for the periods indicated the high and
low closing sales prices per Common Share on the NYSE based on published financial sources.
| |
|
High
|
Low
|
|
2022
|
|
|
|
| |
Third Quarter
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$11.79
|
$10.31
|
| |
Fourth Quarter
|
$11.14
|
$9.79
|
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2023
|
|
|
|
| |
First Quarter
|
$11.33
|
$10.44
|
| |
Second Quarter
|
$10.83
|
$10.25
|
| |
Third Quarter
|
$10.78
|
$9.54
|
| |
Fourth Quarter
|
$11.10
|
$9.11
|
|
2024
|
|
|
|
| |
First Quarter
|
$11.31
|
$10.82
|
| |
Second Quarter
|
$11.43
|
$10.92
|
The closing price on the NYSE of the Common Shares of the Fund on September 9, 2024 was $12.31. We urge you to obtain current market quotations
for the Common Shares prior to tendering your Common Shares.
Common Shareholders tendering Common Shares shall be entitled to receive all dividends and distributions declared (and for which a record date
will have occurred) on or before the Expiration Date, but not yet paid, on Common Shares tendered pursuant to the Offer. The Board has or will declare a dividend or distribution with a record date occurring before the Expiration Date and,
accordingly, holders of Common Shares purchased pursuant to the Offer will receive such dividend or distribution with respect to Common Shares. You should be aware that, if you tender Common Shares pursuant to the Offer, you will not be entitled to
receive, with respect to tendered Common Shares that are accepted for repurchase by the Fund, any Fund dividend or distribution with a record date occurring after the Expiration Date. The amount and frequency of dividends and distributions in the
future will depend on circumstances existing at that time. Common Shareholders in the DRIP who want to tender all their Common Shares should contact the DRIP Agent or their Nominee Holder to ensure that they properly tender all Common Shares
received through the DRIP.
A Common Shareholder in the DRIP who properly tenders all his or her Common Shares and does not withdraw such tender will be deemed to have
given instructions under the DRIP to receive his or her last distribution in cash.
| 8. |
Certain Information Concerning the Fund
|
The Fund’s principal executive offices are located at 4000 Ericsson Drive, Warrendale, PA 15086-7561, telephone: (800)
341-7400.
Available
Information about the Fund. The Fund is subject to the informational
requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), and in accordance therewith files annual reports, proxy statements and other information with the SEC
relating to its business, financial condition and other matters. The Fund is required to disclose in such proxy statements certain
information, as of particular dates, concerning the Fund’s Trustees and executive officers, their remuneration, the principal holders of the Fund’s securities and any material interest of such persons in transactions with the Fund. The Fund has also
filed an Issuer Tender Offer Statement on Schedule TO with the SEC. Such reports, proxy statements and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies
may be obtained, by mail, upon payment of the SEC’s customary charges, by writing to its principal office at 100 F Street, N.E., Washington, D.C. 20549-0609. Such reports and other information are also available on the SEC’s web site
(http://www.sec.gov).
Except as otherwise stated in the Offer, the information concerning the Fund contained herein has been taken from or is
based upon reports and other documents on file with the SEC or otherwise publicly available.
Agreements
Involving the Fund’s Securities. Federated Investment Management Company
(“Federated”) acts as the investment adviser for the Fund pursuant to an investment management agreement.
The Fund also is a party to certain other service agreements. The Fund has
an administrative services agreement with Federated Administrative Services (“FAS”) that provides that FAS shall provide the Fund with administrative personnel and services. Computershare Trust Company, N.A.
serves as the Fund’s transfer agent, registrar, and dividend paying agent for its Common Shares. The Bank of New York serves as the custodian for the Fund.
| 9. |
Source and Amount of Funds
|
The actual cost of the Offer to the Fund cannot be determined at this time because the number of Common Shares to be
purchased will depend on the number tendered, and the price to be paid for the Common Shares will be an amount per share, net to the seller in cash, equal to 99% of the NAV as of the close of regular trading on the NYSE on October 11, 2024, or such
later date to which the Offer is extended by the Fund in its sole discretion (i.e., the Expiration Date). If the NAV on that date were the same as the NAV on September 9, 2024, and if 32% of the outstanding
Common Shares were purchased pursuant to the Offer, the estimated cost to the Fund, not including fees and expenses incurred in connection with the Offer, would be approximately $46,838,634.70.
The Fund intends to use cash on hand and also is likely to sell portfolio securities to pay the purchase price for Common
Shares tendered. The Board and Federated believe that the Fund has monies, either as cash or through the sale of portfolio securities, to purchase the Common Shares that may be tendered pursuant to the Offer. However, if, in the judgment of the
Board, there are not sufficient monies to pay for tendered Common Shares, the Fund may terminate the Offer in its sole discretion. See “The Offer – Conditions to the Offer.” The Fund does not anticipate borrowing money to finance the purchase of
Common Shares in the Offer.
| 10. |
Interest of Trustees and Executive Officers; Transactions and Arrangements Concerning the Common Shares
|
The business address of the Trustees and executive officers of the Fund is 4000 Ericsson Drive, Warrendale, PA 15086-7561.
As of September 9, 2024, the Trustees and executive officers of the Fund did not beneficially own any Common Shares except for J. Christopher Donahue, who owned 6,630 Common Shares. The Common Shares held by Mr. Donahue constitute less than 1% of
the outstanding Common Shares of the Fund.
Based upon the Fund’s records and upon information provided to the Fund by its Trustees and executive officers, neither the
Fund nor, to the best of the Fund’s knowledge, any of the Trustees or executive officers or affiliates of the Fund, has effected any transactions in the Common Shares, other than dividend and/or distribution reinvestment, during the sixty day period
prior to the date hereof.
The Fund has not been advised that any of its officers or Trustees currently intends to tender Common Shares, if any, held
of record or beneficially by such person for purchase pursuant to the Offer.
The Trustees are: J. Christopher Donahue, John B. Fisher, John G. Carson, G. Thomas Hough, Maureen Lally-Green, Thomas M.
O’Neill, Madelyn Reilly, P. Jerome Richey and John S. Walsh. Except for Messrs. Donahue and Fisher, none of the Trustees are “interested persons” of the Fund, as that term is defined in the 1940 Act.
The executive officers of the Fund are as follows: J. Christopher Donahue, President; Lori A. Hensler, Treasurer; Peter J.
Germain, Chief Legal Officer, Secretary and Executive Vice President; Stephen Van Meter, Chief Compliance Officer and Senior Vice President; and Robert J. Ostrowski, Senior Vice President and Chief Investment Officer. The address of all Trustees
and officers listed is 4000 Ericsson Drive, Warrendale, PA 15086-7561.
Except as set forth in this Offer to Purchase, to the best of the Fund’s knowledge, the Fund knows of no agreement,
arrangement or understanding, whether or not legally enforceable, between (a) the Fund, any of the Fund’s executive officers or Trustees, any affiliate of the Fund, any person controlling the Fund or any executive officer, trustee or director of any
corporation or other person ultimately in control of the Fund and (b) any other person with respect to any securities of the Fund (including, without limitation, any agreement, arrangement or understanding concerning the transfer or the voting of any
such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).
The Fund may in the future enter into, in the ordinary course, fund of funds investment agreements with certain
unaffiliated acquiring funds that are registered investment companies or business development companies (each, an “Acquiring Fund”) which, in each case, would provide for the acquisition of Common Shares by each Acquiring Fund in a manner consistent
with the requirements of Rule 12d1-4 under the 1940 Act, including, among other things, an agreement by each Acquiring Fund to vote its Common Shares (together with any Common Shares held by certain of its affiliates) in its own discretion or in the
same proportion as the vote of all other shareholders of the Fund (i.e., “echo voting”), each under certain circumstances.
| 11. |
Certain Effects of the Offer
|
Effect on NAV
and Consideration Received by Tendering Common Shareholders. To pay the aggregate purchase price of Common
Shares accepted for payment pursuant to the Offer, the Fund anticipates using cash on hand and also is likely to sell portfolio securities to pay the purchase price for Common Shares tendered.
To the extent the Fund is required to sell portfolio securities to raise cash to finance the Offer, the market prices of
the Fund’s portfolio securities, and hence the Fund’s NAV, may decline. If such a decline occurs, the Fund cannot predict what its magnitude might be or whether such a decline would be temporary or continue to or beyond the Expiration Date. Because
the price per Common Share to be paid in the Offer will be dependent upon the NAV as determined by the Fund, in accordance with its pricing procedures, as of the close of regular trading on the NYSE on the Expiration Date, if such a decline continued
to the Expiration Date, the consideration received by tendering Common Shareholders would be reduced more than it otherwise might. In addition, the sale of portfolio securities will cause increased brokerage and related transaction expenses, and the
Fund may receive proceeds from the sale of portfolio securities that are less than their valuations by the Fund. Accordingly, because of the Offer, the Fund’s NAV may decline more than it otherwise might, thereby reducing the amount of proceeds
received by tendering Common Shareholders and the value per Common Share for non-tendering Common Shareholders.
Common Shareholders should note that the Offer may result in accretion to the Fund’s NAV following the Offer, due to the
fact that the tender price would represent a 1% discount to the Fund’s NAV at that time. There is no guarantee that the potential accretion to the Fund’s NAV will offset any decline in its NAV as discussed above and the expenses of the Offer.
The Fund is likely to sell portfolio securities during the pendency of the Offer to raise the cash for the purchase of
Common Shares. Thus, it is likely that during the pendency of the Offer, and possibly for a short time thereafter, the Fund may hold a greater than normal percentage of its net assets in cash and cash equivalents. This large cash position may
interfere with the Fund’s ability to meet its investment objective or implement its investment strategy, and may affect the Fund’s investment performance.
The Fund is required by law to pay for tendered Common Shares it accepts for payment promptly after the Expiration Date of
the Offer. Because the Fund will not know the number of Common Shares tendered until the Expiration Date, the Fund will not know until the Expiration Date the amount of cash required to pay for such Common Shares. If on or prior to the Expiration
Date the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Common Shares tendered, it may terminate the Offer or extend the Offer to allow additional time to raise sufficient cash, in each case, in its sole
discretion.
Reduction in
Shares Outstanding. The Fund’s purchase of Common Shares in the Offer will reduce the number of Common Shares outstanding that might otherwise trade publicly and
may reduce the number of Common Shareholders. Assuming the Offer is fully subscribed, the Fund will have 7,818,701 Common Shares outstanding
following the purchase of Common Shares tendered in the Offer. The actual number of Common Shares outstanding will depend on the number of Common Shares tendered and purchased in the Offer. This may reduce the volume of trading in the Common Shares
and make it more difficult to buy or sell significant amounts of Common Shares without affecting the market price, which could adversely affect continuing Common Shareholders.
The Common Shares currently constitute “margin securities” under the rules of the Federal Reserve Board. This has the
effect, among other things, of allowing brokers to extend credit to their customers using the Common Shares as collateral when certain conditions are met. The Fund believes that, following the purchase of Common Shares pursuant to the Offer, the
Common Shares will continue to be “margin securities” for purposes of the Federal Reserve Board’s margin regulations.
Stock Exchange
Listing. Common Shares the Fund acquires pursuant to the Offer will be canceled and returned to the status of authorized but unissued shares and will be available for the
Fund to issue without further Common Shareholder action (except as required by applicable law or the rules of the NYSE or any other securities exchange on which the Common Shares are then listed) for purposes including, without limitation, the
raising of additional capital for use in the Fund’s business and the satisfaction of obligations under existing or future compensation programs for Trustees.
Effect on
Registration. As noted earlier, the Fund is registered under the 1940 Act,
and the Common Shares are registered under the Exchange Act, which require, among other things, that the Fund furnish certain information to its Common Shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of
the Common Shareholders. The Fund believes that its purchase of Common Shares pursuant to the Offer will not result in deregistration of the Fund or the Common Shares under the 1940 Act or the Exchange Act, as applicable. Moreover, the Offer also
allows Common Shareholders to sell a portion of their Common Shares while retaining a continuing equity interest in the Fund.
Recognition of
Capital Gains/Losses. As noted, the Fund will likely be required to sell portfolio securities to pay the purchase price for Common Shares tendered pursuant to the Offer. If
the Fund’s tax basis in the securities so sold is less than the sale proceeds, the Fund will recognize capital gains. The Fund would expect to distribute any such gains to Common Shareholders of record (reduced by net capital losses realized during
the taxable year in which those sales occurred, if any, and available capital loss carryovers that are not applied to other net capital gains realized during that year) following the end of that year (November 30). This recognition and distribution
of net gains, if any, would have two negative consequences: first, Common Shareholders that receive those distributions would be required to pay taxes on a greater amount of capital gain dividends than otherwise would be the case; and second, to
raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby possibly being forced to realize and recognize additional net capital gains. This could adversely affect the Fund’s performance. It is
impossible to predict what the amount of unrealized gains or losses would be in the Fund’s portfolio securities at the time that the Fund is required to liquidate securities (and hence the amount of capital gains or losses that would be realized
and
recognized). In addition, some of the gains may be realized on securities the Fund held for one year or less, the distributions of which would
generate income taxable to the Common Shareholders at ordinary income rates.
Tax
Consequences of Purchase to Common Shareholders. The Fund’s purchase of tendered Common Shares pursuant to the Offer will have tax consequences for tendering Common
Shareholders and may have tax consequences for non-tendering Shareholders. See “The Offer — Certain Federal Income Tax Consequences.”
Effect on
Remaining Common Shareholders, Higher Expense Ratio and Less Investment Flexibility. The purchase of Common Shares by the Fund pursuant to the Offer will have the effect of increasing the proportionate equity interest in the Fund of non-tendering Common Shareholders, and thus, their interest in the Fund’s future
earnings and assets. Common Shareholders may be able to sell non-tendered Common Shares in the future on the NYSE or otherwise at a net price as high as or higher than the Per Share Amount. The Fund can give no assurance, however, as to the price
at which a Common Shareholder may be able to sell their Common Shares in the future.
All Common Shareholders remaining after the Offer will be subject to any increased risks associated with the reduction in
the Fund’s aggregate assets resulting from payment for the tendered Common Shares, such as greater volatility due to decreased diversification and proportionately higher expenses. However, Federated and certain of its affiliates on their own
initiative have agreed to waive certain amounts of their respective fees and/or reimburse expenses. The total annual Fund operating expenses (as shown in the Fund’s Annual Report, excluding any interest and trust expenses on inverse floater trusts,
interest expense on variable rate municipal term preferred shares (VMTPS) and commission costs on preferred shareholder dividend payments) paid by the Fund will not exceed 0.99%. While Federated and its applicable affiliates currently do not
anticipate terminating or increasing these arrangements, no assurance can be given that the future total annual operating expenses will not be more or less than 0.99%.
The reduced net assets of the Fund as a result of the Offer may result in less investment flexibility for the Fund,
depending on the number of Common Shares repurchased, and may have an adverse effect on the Fund’s leverage position and investment performance.
Since the Fund is likely to sell portfolio securities during the pendency of the Offer to raise at least part of the cash
to purchase tendered Common Shares, it is likely that, for a short time before and after the Expiration Date, the Fund may hold a greater than normal percentage of its net assets in cash and cash equivalents. This cash position may interfere with the
Fund’s ability to meet its investment objective or implement its investment strategy and may affect the Fund’s investment performance.
Possible
Proration. If greater than the Offer Amount for the Fund is tendered pursuant to the Offer, the Fund would, upon the terms and subject to the conditions of the Offer (and,
if the Offer is extended or amended, the terms and conditions of any such extension or amendment), purchase Common Shares tendered on a pro rata basis (with appropriate adjustment to avoid purchase of fractional Common Shares). Accordingly, Common
Shareholders cannot be assured that all of their tendered Common Shares will be repurchased.
Effect on Share Certificates. If any tendered
shares evidenced by Share Certificates are not purchased or are properly withdrawn, or if fewer than all Common Shares evidenced by a Common Shareholder’s Share Certificates are tendered, Share Certificates for unpurchased shares will not be
returned. In such case, Common Shares evidenced by Share Certificates will be credited to the appropriate account maintained by the tendering Common Shareholder at the Book-Entry Transfer Facility. In each case, the Fund will not charge the
Common Shareholder for costs the Fund incur returning or crediting the Common Shares to the Common Shareholder. See the Letter of Transmittal for additional information.
Ability to
Vote at the Annual Meeting. The Fund has announced that its annual meeting of shareholders will be held on Friday, November 8, 2024. The Board has fixed July 31, 2024 as
the record date for determination of shareholders entitled to vote at the meeting. Tendering any Common Shares in connection with the Offer will not prevent you from voting at the annual meeting the Common Shares you held as of the July 31, 2024
record date for the annual meeting.
The Fund is making the Offer to provide an alternate source of liquidity to Common Shareholders. The Offer was considered as part of the Board’s
ongoing review of available options to enhance Common Shareholder value, address the discount at which the Fund’s Common Shares have traded and provide liquidity. Recognizing changes in the Fund’s shareholder base, the Board considered, among other
things, whether the Offer would provide an additional liquidity opportunity that balances the interests of tendering and non-tendering Common Shareholders, has the potential to reduce the discount to NAV at which Common Shares currently trade, and
has the potential to limit future costs and distractions if the Offer deters future proxy contests or other disruptive activities.
In approving the Offer, the Board considered a number of factors, including, without limitation: that the Offer could provide Common
Shareholders with the opportunity to tender all or a portion of their Common Shares at a price greater than what they could realize in the secondary market at that time; that the Offer could increase liquidity for Common Shareholders in a manner that
balances the interests of tendering and non-tendering Common Shareholders; that the Offer is expected to have an accretive impact to NAV for Common Shareholders who remain invested in the Fund; and that the Offer may assist in narrowing, at least
temporarily, the discount to NAV at which Common Shares currently trade. The Board also considered whether the Offer would be consistent with the investment and other policies of the Fund; the potential impact the Offer may have on the asset size and
expenses of the Fund; the potential impact the Offer may have on the Fund’s distributions; the potential impact of the Offer on the Fund’s ability to implement its investment strategies, achieve its investment objective, and maintain its leverage;
that tendering any Common Shares in connection with the Offer would not prevent a Common Shareholder from voting at the annual meeting the Common Shares they held as of the July 31, 2024 record date for the annual meeting; and potential tax
consequences to the Fund and the Common Shareholders. The Board also considered that the Offer could have the potential to limit future costs and distractions if the Offer deters future proxy contests or other disruptive activities. In addition,
the Board considered the Offer in light of the other steps the Fund has taken or might take to increase liquidity, enhance Common Shareholder value, and potentially reduce the Fund’s trading discount.
The Board also considered that Federated recommended the Offer to the Board and believed it should enhance Shareholder value. In evaluating
Federated’s recommendation, the Board took into account that Federated made the recommendation in connection with entering into a standstill agreement with a large Common Shareholder and that, although the agreement was not entered into as a result
of any proxy contest or proposals or nominations by such Common Shareholder, the agreement included certain constraints on the Common Shareholder’s activities with respect to the Fund
during a restricted period. For example, the Common Shareholder agreed, among other things, to tender, or cause to be tendered, all of the Common Shares owned by
it and certain other affiliated entities and to be a passive investor and vote in accordance with Board recommendations (with certain exclusions) for a period of time. After considering these and other factors, none of which standing on its own was
dispositive, the Board determined to authorize this Offer.
There can be no assurance that the Offer will reduce or eliminate any spread between market price and the NAV of the Fund’s Common Shares, or
that any reduction or elimination of this spread will be sustained following the expiration of the Offer. The market price of the Fund’s Common Shares will be determined by, among other things, the relative demand for and supply of Common Shares in
the market, the Fund’s investment performance, the Fund’s distributions and yields, investor perception of the Fund’s overall attractiveness as an investment as compared with other investment alternatives, and current market events. Historically,
tender offers have resulted in only a temporary reduction, if any, to the discount. Nevertheless, the fact that the Offer is being conducted may result in more of a reduction in the spread between market price and NAV than might be the case if there
were no tender offer. Any Common Shares acquired by the Fund pursuant to the Offer will become authorized but unissued shares and will be available for the Fund to issue without further Common Shareholder action (except as required by applicable law
or the rules of the NYSE or any other securities exchange on which the Common Shares are then listed). Consistent with its fiduciary obligations, in addition to the Offer, the Board will continue its broad review of potential actions that may
benefit the Fund and the Shareholders.
None of the Fund, its Board of
Trustees (“Board”), its investment adviser or the information agent, is making any recommendation to any Common Shareholder as to whether to tender or refrain from tendering Common Shares in the Offer and has not authorized any person to make any such recommendation. Each Common Shareholder is urged to read the Offer Documents carefully in
evaluating the Offer, and to consult their own investment and tax advisors and make their own decisions whether to tender any Common Shares and, if so, how many Common Shares to tender. No person has been authorized to give any information or to make any representations in connection with the Offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made,
such information or representations may not be relied upon as having been authorized by the Fund or its Board.
| 13. |
Conditions to the Offer
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Notwithstanding any other provision of the Offer the Fund will not accept tenders of the Common Shares during any period
when the Fund determines in good faith that: (1) such transactions, if consummated, would (i) result in delisting of the Fund’s Common Shares from the NYSE; (ii) impair the Fund’s status as a “regulated investment company” under the Code (which would
make the Fund subject to U.S. federal income taxes on all of its income and gains in addition to the taxation of shareholders who receive distributions from the Fund); or (iii) result in a failure to comply with the applicable asset coverage
requirements in the event any senior securities are issued and outstanding; or (2) there is any (i) material legal or regulatory action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting
the Fund; (ii) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s); (iii) declaration of a banking moratorium by Federal or state authorities or any suspension of payment by
banks in the United States or New York State; or (iv) other event or condition which, in the Board’s judgment, would have a material adverse effect on the Fund or the Fund’s shareholders if tendered Common Shares were purchased.
The Fund reserves the right, at any time during the pendency of the Offer and in its sole discretion, to terminate, extend
or amend the Offer in any respect. If the Fund determines to terminate or amend the Offer or to postpone the acceptance for payment of or payment for Common Shares tendered, it will, to the extent necessary, extend the period of time during which
the Offer is open as provided in the section “The Offer – Extension of Tender Period; Termination; Amendment” of this Offer to Purchase. Moreover, in the event any of the foregoing conditions are modified or waived in whole or in part at any time,
the Fund will promptly make a public announcement of such waiver and may, depending on the materiality of the modification or waiver, extend the Offer period as provided in the section “The Offer – Extension of Tender Period; Termination; Amendment”
of this Offer to Purchase.
The foregoing conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the
circumstances (including, without limitation, any action or inaction by the Fund) giving rise to any of these conditions, and may be waived by the Fund, in whole or in part, at any time and from time to time, before the payment date, in its sole
discretion. The Fund’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to
time. Any determination or judgment by the Fund concerning the events described above will be final and binding on all parties.
| 14. |
Plans or Proposals of the Fund; Regulatory Approvals
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Except to the extent described herein, the Fund has no present plans or proposals, and is not engaged in any negotiations,
that relate to or would result in: any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Fund; any purchase, sale or transfer of a material amount of assets of the Fund (other than in its ordinary
course of business, except as resulting from the Offer, any other tender offer that may be contemplated in the future or otherwise set forth herein); any material changes in the Fund’s present dividend or distribution rate or policy, or indebtedness
or capitalization (except as resulting from the Offer, any other tender offer that may be contemplated in the future or otherwise set forth herein); any change in the present Trustees or management of the Fund; or any other material changes in the
Fund’s structure or business.
Except as described in this Offer to Purchase, the Fund is not aware of any governmental license or regulatory permit that
appears to be material to its business that might be adversely affected by its acquisition of Common Shares as contemplated by the Offer or, of any approval or other action by any government or governmental, administrative or regulatory authority or
agency, domestic or foreign, that would be required for the Fund’s acquisition or ownership of Common Shares as contemplated by the Offer. Should any such approval or other action be required, the Fund currently contemplates that it will seek
approval or other action will be sought. The Fund cannot predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Common Shares tendered in response to the Offer, pending the outcome of any such
matters. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that
the failure to obtain any approval or other action might not result in adverse consequences to the Fund’s business. The Fund’s obligation to
accept for payment and pay for Common Shares under the Offer is subject to various conditions. See “The Offer – Conditions to the Offer.”
The Fund has retained Georgeson LLC to act as the Information Agent and Computershare Trust Company, N.A., to act as the
Depositary in connection with the Offer. The Information Agent may contact holders of Common Shares by mail, telephone, telex, email, telegraph and personal interviews and may request Nominee Holders to forward materials relating to the Offer to
beneficial owners. The Information Agent and the Depositary will receive reasonable and customary compensation for their services and will be reimbursed for certain reasonable out-of-pocket expenses and indemnified against certain liabilities in
connection therewith, including, without limitation, certain liabilities under the federal securities laws. The Fund will pay all charges and expenses of the Depositary and Information Agent incurred in connection with the Offer.
The Fund will not pay any fees or commissions to any Nominee Holder or any other person (other than the Information Agent
and the Depositary) for soliciting tenders of Common Shares pursuant to the Offer. Nominee Holders will, upon request, be reimbursed by the Fund for reasonable and necessary costs and expenses incurred by them in forwarding materials to their
customers. No such Nominee Holder has been authorized to act as the agent of the Fund, the Information Agent, or the Depositary for purposes of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Common Shares in any
jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. The Fund is not aware of any jurisdiction in which the making of the Offer or the tender of the Common Shares is not
in compliance with applicable law. The Fund may, in its discretion, take such action as the Fund may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Common Shares in such jurisdiction. However, the Fund
reserves the right to exclude holders of Common Shares in any jurisdiction in which it is asserted that the Offer is not in compliance with applicable law. So long as the Fund makes a good faith effort to comply with any state law deemed applicable
to the Offer, the Fund believes that the exclusions of holders residing in that jurisdiction is permitted under Rule 13e-4(f)(9) under the Exchange Act.
No person has been authorized to give any information or make any representation on behalf of the Fund not contained in the
Offer Documents and, if given or made, such information or representation must not be relied upon as having been authorized.
In accordance with Rule 13e-4 under the Exchange Act, the Fund has filed with the SEC a Tender Offer Statement on Schedule
TO that contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments thereto, is available on the SEC’s website.
Federated Hermes Premier Municipal Income Fund
September 13, 2024
The Letter of Transmittal and any other required documents should be sent to the Depositary at one of the addresses set forth below. If you
have questions or need additional copies of the Offer to Purchase or the Letter of Transmittal, you can contact the Information Agent at its address or telephone number set forth below. You may also contact your Nominee Holder for assistance
concerning the Offer.
The Depositary for the Offer is:
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By First Class Mail:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer;
COY: FMN
P.O. Box 43011
Providence, RI 02940-3011
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By Registered Certified or Express Mail or Overnight Courier:
Computershare Trust Company, N.A.
Attn: Corporate Actions Voluntary Offer;
COY: FMN
150 Royall Street
Suite V
Canton, MA 02021
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The Information Agent for the Offer is:
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
All Holders Call Toll Free: 1-866-461-7055