PIMCO Municipal Income Fund II (PML) SC TO-I/AIssuer tender offer statement (amended)

As filed with the Securities and Exchange Commission on April 17, 2024

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act Of 1934

Amendment No. 1

PIMCO Municipal Income Fund II

(Name of Subject Company (Issuer))

PIMCO Municipal Income Fund II

(Name of Filing Person (Issuer))

Auction-Rate Preferred Shares, Series A, Series B, Series C, Series D, and Series E, Par Value $0.00001

(Title of Class of Securities)

72200W205

72200W304

72200W403

72200W502

72200W601

(CUSIP Number of Class of Securities)

Ryan Leshaw

PIMCO Municipal Income Fund II

1633 Broadway

New York, NY 10019

Telephone: (949) 720-6980

(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:

David C. Sullivan

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

Telephone: (617) 951-7362

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

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

ITEMS 1THROUGH 9AND ITEM 11.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement (the “Statement”) on Schedule TO initially filed by PIMCO Municipal Income Fund II, a Massachusetts business trust (the “Fund”). This Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of its outstanding shares of auction-rate preferred shares, $0.00001 par value and a liquidation preference of $25,000 per share, designated Auction-Rate Preferred Shares, Series A, Series B, Series C, Series D, and Series E (the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 12, 2024 (the “Offer to Purchase”) and in the Fund’s related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitutes the “Offer”), copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. The price to be paid for the Preferred Stock is an amount per share, net to the seller in cash, equal to 98% of the liquidation preference of $25,000 per share (or $24,500 per share) in cash, plus any unpaid dividends accrued through April 12, 2024, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer, if properly tendered and not withdrawn prior to the Expiration Date (as defined in the Offer). The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Amendment.

This Amendment is the final amendment to the Statement and is being filed to report the results of the Offer. Filed herewith as Exhibit (a)(5)(ii) and incorporated herein by reference is a copy of the press release issued by the Fund dated April 17, 2024 announcing the results of the Offer.

ITEM 10.

Not applicable.

ITEM 12. EXHIBITS.

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.

Dated as of: April 17, 2024

EXHIBIT INDEX