FCT 8-K
First Trust Senior Floating Rate Income Fund II (FCT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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the Securities Exchange Act of 1934
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| Item 7.01 | Regulation FD Disclosure |
On May 14, 2026 , First Trust Advisors L.P. (“FTA”) announced today that its Leveraged Finance Investment Team, portfolio manager for First Trust Senior Floating Rate Income Fund II (NYSE: FCT) (the “Fund” or “FCT”), will release an update on the proposed reorganization (the “Reorganization”) of the Fund into First Trust Flexible Income ETF (“FFLX”), a newly formed exchange-traded fund organized as a separate series of First Trust Exchange-Traded Fund VIII, for financial professionals and investors.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release, dated May 14, 2026. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 14, 2026 | FIRST TRUST SENIOR FLOATING RATE INCOME FUND II | |
| By: | /s/ W. Scott Jardine | |
| Name | W. Scott Jardine | |
| Title: | Secretary |
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release, dated May 14, 2026 |
| PRESS RELEASE | SOURCE: First Trust Advisors L.P. |
First Trust Advisors L.P. Announces Portfolio Manager Update Regarding the Reorganization of First Trust Senior Floating Rate Income Fund II
WHEATON, IL — (BUSINESS WIRE) — May 14, 2026 — First Trust Advisors L.P. (“FTA”) announced today that its Leveraged Finance Investment Team, portfolio manager for First Trust Senior Floating Rate Income Fund II (NYSE: FCT) (the “Fund” or “FCT”), will release an update on the proposed reorganization (the “Reorganization”) of the Fund into First Trust Flexible Income ETF (“FFLX”), a newly formed exchange-traded fund organized as a separate series of First Trust Exchange-Traded Fund VIII, for financial professionals and investors. To listen to the update, click on the following link:
FCT Replay 5/18
The update will be available Monday, May 18, 2026, at 5:00 P.M. Eastern Time until 5:00 P.M. Eastern Time on Wednesday, June 17, 2026.
FCT is a diversified, closed-end management investment company. The Fund’s primary investment objective is to seek a high level of current income. As a secondary objective, the Fund attempts to preserve capital. The Fund pursues these investment objectives by investing primarily in senior secured floating-rate corporate loans. Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in lower grade debt instruments.
FTA is a federally registered investment advisor and serves as the Fund’s investment advisor. FTA and its affiliate First Trust Portfolios L.P. (“FTP”), a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets under management or supervision of approximately $319 billion as of March 31, 2026 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separate managed accounts. FTA is the supervisor of the First Trust unit investment trusts, while FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in Wheaton, Illinois.
Principal Risk Factors: Risks are inherent in all investing. Certain risks that are applicable to the Fund are identified below but not all of the material risks relevant to the Fund are included below. The material risks of investing in the Fund are spelled out in its prospectus, statement of additional information and other regulatory filings. The order of the below risk factors does not indicate the significance of any particular risk factor.
Past performance is no assurance of future results. Investment return and market value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. There can be no assurance that the Fund’s investment objective will be achieved. The Fund may not be appropriate for all investors.
Market risk is the risk that a particular investment, or shares of a fund in general may fall in value. Investments held by the Fund are subject to market fluctuations caused by real or perceived adverse economic conditions, political events, regulatory factors or market developments, changes in interest rates and perceived trends in securities prices. Shares of a fund could decline in value or underperform other investments as a result. In addition, local, regional or global events such as war, acts of terrorism, market manipulation, government defaults, government shutdowns, regulatory actions, political changes, diplomatic developments, the imposition of sanctions and other similar measures, spread of infectious disease or other public health issues, recessions, natural disasters or other events could have significant negative impact on a fund and its investments.
Current market conditions risk is the risk that a particular investment, or shares of the fund in general, may fall in value due to current market conditions. For example, changes in governmental fiscal and regulatory policies, disruptions to banking and real estate markets, actual and threatened international armed conflicts and hostilities, and public health crises, among other significant events, could have a material impact on the value of the fund’s investments.
The Fund will typically invest in senior loans rated below investment grade, which are commonly referred to as “junk” or “high-yield” securities and considered speculative because of the credit risk of their issuers. Such issuers are more likely than investment grade issuers to default on their payments of interest and principal owed to the Fund, and such defaults could reduce the Fund’s NAV and income distributions. An economic downturn would generally lead to a higher non-payment rate, and a senior loan may lose significant market value before a default occurs. Moreover, any specific collateral used to secure a senior loan may decline in value or become illiquid, which would adversely affect the senior loan’s value.
The debt securities in which the Fund invests are subject to certain risks, including issuer risk, reinvestment risk, prepayment risk, credit risk, liquidity risk and interest rate risk. Issuer risk is the risk that the value of fixed-income securities may decline for a number of reasons which directly relate to the issuer. Reinvestment risk is the risk that income from a fund’s portfolio will decline if a fund invests the proceeds from matured, traded or called bonds at market interest rates that are below a fund portfolio’s current earnings rate. Prepayment risk is the risk that, upon a prepayment, the actual outstanding debt on which a fund derives interest income will be reduced. Credit risk is the risk that an issuer of a security will be unable or unwilling to make dividend, interest and/or principal payments when due and that the value of a security may decline as a result. Interest rate risk is the risk that fixed-income securities will decline in value because of changes in market interest rates.
The senior loan market has seen an increase in loans with weaker lender protections which may impact recovery values and/or trading levels in the future. The absence of financial maintenance covenants in a loan agreement generally means that the lender may not be able to declare a default if financial performance deteriorates. This may hinder the Fund’s ability to reprice credit risk associated with a particular borrower and reduce the Fund’s ability to restructure a problematic loan and mitigate potential loss. As a result, the Fund’s exposure to losses on investments in senior loans may be increased, especially during a downturn in the credit cycle or changes in market or economic conditions.
A second lien loan may have a claim on the same collateral pool as the first lien or it may be secured by a separate set of assets. Second lien loans are typically secured by a second priority security interest or lien on specified collateral securing the borrower’s obligation under the interest. Because second lien loans are second to first lien loans, they present a greater degree of investment risk. Specifically, these loans are subject to the additional risk that the cash flow of the borrower and property securing the loan may be insufficient to meet scheduled payments after giving effect to those loans with a higher priority. In addition, loans that have a lower than first lien priority on collateral of the borrower generally have greater price volatility than those loans with a higher priority and may be less liquid.
In the event a borrower fails to pay scheduled interest or principal payments on a senior loan held by a fund, a fund will experience a reduction in its income and a decline in the value of the senior loan, which will likely reduce dividends and lead to a decline in the net asset value of a fund’s common shares. If a fund acquires a senior loan from another lender, for example, by acquiring a participation, a fund may also be subject to credit risks with respect to that lender. Although senior loans may be secured by specific collateral, the value of the collateral may not equal a fund’s investment when the senior loan is acquired or may decline below the principal amount of the senior loan subsequent to a fund’s investment. Also, to the extent that collateral consists of stock of the borrower or its subsidiaries or affiliates, a fund bears the risk that the stock may decline in value, be relatively illiquid, and/or may lose all or substantially all of its value, causing the senior loan to be under collateralized. Therefore, the liquidation of the collateral underlying a senior loan may not satisfy the issuer’s obligation to the Fund in the event of non-payment of scheduled interest or principal, and the collateral may not be readily liquidated.
Distressed securities frequently do not produce income while they are outstanding. A fund may be required to incur certain extraordinary expenses in order to protect and recover its investment. A fund also will be subject to significant uncertainty as to when and in what manner and for what value the obligations evidenced by the distressed securities will eventually be satisfied.
Use of leverage can result in additional risk and cost, and can magnify the effect of any losses.
The Fund’s portfolio is also subject to credit risk, interest rate risk, liquidity risk, prepayment risk and reinvestment risk. Interest rate risk is the risk that fixed-income securities will decline in value because of changes in market interest rates. Credit risk is the risk that an issuer of a security will be unable or unwilling to make dividend, interest and/or principal payments when due and that the value of a security may decline as a result. Credit risk may be heightened for the Fund because it invests in below investment grade securities. Liquidity risk is the risk that the fund may have difficulty disposing of senior loans if it seeks to repay debt, pay dividends or expenses, or take advantage of a new investment opportunity. Prepayment risk is the risk that, upon a prepayment, the actual outstanding debt on which the Fund derives interest income will be reduced. The Fund may not be able to reinvest the proceeds received on terms as favorable as the prepaid loan. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds from matured, traded or called instruments at market interest rates that are below the Fund’s portfolio’s current earnings rate.
The risks of investing in the Fund are spelled out in the shareholder reports and other regulatory filings.
The information presented is not intended to constitute an investment recommendation for, or advice to, any specific person. By providing this information, First Trust is not undertaking to give advice in any fiduciary capacity within the meaning of ERISA, the Internal Revenue Code or any other regulatory framework. Financial professionals are responsible for evaluating investment risks independently and for exercising independent judgment in determining whether investments are appropriate for their clients.
The Fund’s daily closing New York Stock Exchange price and net asset value per share as well as other information can be found at www.ftportfolios.com or by calling 1-800-988-5891.
Additional Information about the Proposed Reorganization and Where to Find It
This press release is not intended to, and shall not, constitute an offer to purchase or sell shares of FCT or FFLX; nor is this press release intended to solicit a proxy from any shareholder of FCT. FCT and its trustees and officers, FTA, and certain of their respective officers and employees, and other persons may be deemed under the rules of the Securities and Exchange Commission to be participants in the solicitation of proxies from shareholders in connection with the matters described above. Information about FCT’s trustees and officers, FTA and its officers and employees, and other persons may be found in the proxy statement.
CONTACT: JEFF MARGOLIN — (630) 517-7643
Source: First Trust Advisors L.P.