scto-i.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
Tender Offer Statement Under Section 14(D)(1) or 13(E)(1) of the
Securities Exchange Act Of 1934

Federated Premier Municipal Income Fund
(Name of Subject Company (Issuer))

Federated Premier Municipal Income Fund
 (Name of Filing Person (Issuer))

Preferred Shares of Beneficial Interest, Par Value $0.01 Per Share
(Title of Class of Securities)

31423P207
(CUSIP Number of Class of Securities)

John W. McGonigle, Esquire
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(412) 288-1900
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Jennifer R. Gonzalez, Esq.
K&L Gates LLP
1601 K Street, NW
Washington, DC  20006
Telephone:  (202) 778-9000

Calculation of Filing Fee

Transaction Valuation
  
Amount of Filing Fee
$35,112,000 (a)
  
$4,023.84 (b)

(a)           Calculated as the aggregate maximum purchase price to be paid for 1,463 shares in the offer, based upon a price of 96% of the liquidation preference of $25,000 per share (or $24,000 per share).

(b)           Calculated at $114.60 per $1,000,000 of the Transaction Valuation.

o
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
 
 


Amount Previously Paid:   Not Applicable
Filing Party:  Not Applicable
Form or Registration No.:  Not Applicable
Date Filed:    Not Applicable

¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨
third party tender offer subject to Rule 14d-1.
x
issuer tender offer subject to Rule 13e-4.
¨
going-private transaction subject to Rule 13e-3.
¨
amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨


 
 
 


Items 1 through 9 and Item 11.
 
This Tender Offer Statement on Schedule TO is filed by Federated Premier Municipal Income Fund, a Delaware statutory trust (the “Fund”).  This Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of its outstanding shares of preferred stock, par value $0.01 per share and a liquidation preference of $25,000 per share, designated Auction Market Preferred Shares, Series A  (the “Preferred Stock”) (the “Offer”), upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated November 9, 2011 and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.  The price to be paid for the Preferred Stock is an amount per share, net to the seller in cash, equal to 96% of the liquidation preference of $25,000 per share (or $24,000 per share), plus any unpaid dividends accrued through December 8, 2011, or such later date to which the Offer is extended.  The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.
 

Item 12.                      Exhibits.


Exhibit No.
Document
(a)(1)(i)
Offer to Purchase dated November 9, 2011.
(a)(1)(ii)
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(iii)
Notice of Guaranteed Delivery.
(a)(1)(iv)
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)
Notice of Withdrawal.
(a)(5)
Press Release issued by the Fund dated November 9, 2011.
(d)(1)
Agreement for Administrative Services.*
(d)(2)
Investment Management Agreement.**
(d)(3)
Transfer Agency and Service Agreement.***
(d)(4)
Custodian Agreement.****
(d)(5)
Auction Agency Agreement.

 
*Incorporated by reference to Pre-Effective Amendment No. 3 to the Registration Statement of Federated Enhanced Treasury Income Fund on Form N-2, File Nos. 333-144682 and 811-22098, as filed with the Securities and Exchange Commission (the “SEC”) via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”) on January 25, 2010.

 
**Incorporated by reference to Pre-Effective Amendment No. 3 to the Registration Statement of the Fund on Form N-2, File Nos. 333-100605 and 811-21235, as filed with the SEC via EDGAR on December 17, 2002.

 
***Incorporated by reference to Pre-Effective Amendment No. 3 to the Registration Statement of the Fund on Form N-2, File Nos. 333-102033 and 811-21235, as filed with the SEC via EDGAR on February 12, 2003.

 
 
 


****Incorporated by reference to Post-Effective Amendment No. 57 to the Registration Statement of Federated Municipal Securities Income Trust on Form N-1A, File Nos. 033-36729 and 811-06165, as filed with the SEC via EDGAR on October 27, 2011.

Item 13.

Not applicable.


 

 
 
 

Signature

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Federated Premier Municipal Income Fund


By:  /s/ J. Christopher Donahue
Name: J. Christopher Donahue
Title: President
 
 


Dated as of:            November 9, 2011

 
 
 


Exhibit Index
Exhibit No.
Document
(a)(1)(i)
Offer to Purchase dated November 9, 2011.
(a)(1)(ii)
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(1)(iii)
Notice of Guaranteed Delivery.
(a)(1)(iv)
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)
Notice of Withdrawal.
(a)(5)
Press Release issued by the Fund dated November 9, 2011.
(d)(5) Auction Agency Agreement.