Highland Opportunities & Income Fund DEFA14A, filed Jun 14, 2021
Highland Opportunities & Income Fund (HFRO)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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Highland Income Fund
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Highland Income Fund Announces Proposal to Convert Fund to Diversified Holding Company
Business Change Intended to Increase Shareholder Value, Provide Potential to Reduce Discount to NAV
Fund’s Board and Independent Trustees Unanimously Approve Proposal, Recommend Shareholders Vote “FOR” Business Change
DALLAS – June 14, 2021 – The Highland Income Fund (NYSE: HFRO) (“HFRO” or the “Fund”), a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. (the “Adviser”), today announced the filing of a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) for a special meeting of shareholders (“Special Meeting”) in connection with its proposal to covert the Fund from a registered investment company to a diversified holding company (the “Holding Company”).
The proposal to change the Fund’s business from a registered investment company to a diversified holding company and to amend certain fundamental investment restrictions (the “Business Change Proposal”) aims to increase shareholder value and better position HFRO in the current and future market environment.
The Holding Company would primarily pursue controlling interests—and, to a lesser extent, minority interests—in companies and other assets in four core sectors/focus areas where the Adviser has relevant expertise. 1
At the Special Meeting, shareholders are being asked to vote upon the Business Change Proposal and, if approved, to approve the amendment and restatement of the Fund’s Agreement and Declaration of Trust (the “Amendment Proposal” and, together with the Business Change Proposal, the “Proposals”).
Information on the Proposals can be found at www.hfroconversion.com.
The Fund’s Board of Trustees (the “Board”), a majority of the members of which are not interested persons of the Fund (the “Independent Trustees”), reviewed the Proposals at length, and believes they are in the best interest of shareholders.
Adoption of the Business Change Proposal is expected to provide several benefits, including the following:
| • | Potential to provide investors with a superior risk adjusted return compared to public equity, fixed income, and distressed debt markets 2; |
| • | Better positioning for HFRO in the current and future environment, enabling HFRO to transition to assets away from credit, where high yield spreads are at all-time lows, into those with better growth potential and thus better potential for shareholder returns; and |
| • | Potential for HFRO to trade at a premium to book value in line with comparable diversified holding companies, which historically have traded at a premium, while closed-end funds have historically traded at a discount to net asset value (“NAV”). |
| 1 | The Holding Company would pursue minority interests consistent with maintaining exclusion from investment company status. |
| 2 | Risk adjusted return is a calculation of the potential profit from an investment that takes into account the degree of risk associated with such investment. Please refer to the “Questions & Answers” section of this Proxy Statement for more information on how risk adjusted return is calculated. |
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Additionally, the Business Change Proposal would expand access to the Adviser’s platform, enabling HFRO to pursue opportunities where the Adviser has unique expertise and resources that it can apply to unlock potential value.
As part of the Business Change Proposal, HFRO has committed to a formulaic buyback program supplemented by additional share purchases from management to support the conversion process. HFRO and management will only purchase shares under the buyback programs if the Proposals are approved, subject to certain terms and conditions. Accordingly, there can be no assurance that HFRO or management will purchase any shares under the buyback programs or with respect to the timing or size of such purchases, if any.3
HFRO also intends to maintain the current dividend for common shares through January 31, 2022.
Given the Adviser’s relevant expertise in the proposed Holding Company strategy and the potential for the Business Change Proposal to increase shareholder value, the Board, including the Independent Trustees, unanimously recommends that shareholders vote “FOR” the Proposals. Additional information on the potential benefits of the Business Change Proposal, as well as related risks, and the Adviser’s relevant capabilities is available in the preliminary proxy statement.
Proxy Statement
A copy of the preliminary proxy statement is available free of charge on the SEC’s website at www.sec.gov. The preliminary proxy statement is not complete and is subject to review by the SEC staff and other changes. The Fund expects to file a definitive proxy statement which will then be available free of charge at www.hfroconversion.com or at the SEC website, www.sec.gov. Shareholders should read the preliminary proxy statement and the definitive proxy statement, when it becomes available, carefully because they both contain or will contain important information. Shareholders should make no decision about the Proposals until reviewing the definitive proxy statement sent to them.
HFRO and its trustees and officers, the Adviser’s and its affiliates’ respective members, trustees, directors, shareholders, officers and employees, Di Costa Partners LLC and other persons may be deemed to be participants in the solicitation of proxies with respect to the Proposals. Shareholders may obtain more detailed information regarding the direct and indirect interests of the foregoing persons by reading the preliminary proxy statement filed with the SEC, and the definitive proxy statement to be filed with the SEC, regarding the Proposals.
About the Highland Income Fund
The Highland Income Fund (NYSE:HFRO) is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. For more information visit www.highlandfunds.com/income-fund/
About Highland Capital Management Fund Advisors, L.P.
Highland Capital Management Fund Advisors, L.P. is an SEC-registered investment adviser. It is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. For more information visit www.highlandfunds.com.
| 3 | See the proxy statement for information on the buyback program and additional share purchase commitments. |
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Investors should consider the investment objectives, risks, charges and expenses of the Highland Income Fund carefully before investing. This and other information can be found in the Fund’s prospectus, which may be obtained by calling 1-800-357-9167 or visiting www.highlandfunds.com. Please read the prospectus carefully before you invest.
No assurance can be given that the Fund will achieve its investment objectives.
This press release contains forward-looking statements. These statements reflect the current views of management with respect to future events and financial performance. Forward-looking statements can be identified by words such as “anticipate”, “expect”, “could,” “may”, “potential”, “will”, “ability,” “targets,” “believe,” “likely,” “assumes,” “ensuring,” “available,” “optionality,” “viability,” “maintain,” “consistent,” “pace,” “should,” “emerging,” “driving,” “looking to,” and similar statements of a future or forward-looking nature. Forward-looking statements address matters that involve risks and uncertainties. Past performance does not guarantee future results. Performance during time periods shown is limited and may not reflect the performance in difference economic and market cycles. There can be no assurance that similar performance will be experienced.
The proposed conversion of HFRO to a diversified holding company is contingent upon an affirmative shareholder vote, regulatory approval, and the ability to reconfigure HFRO’s portfolio such that it is no longer an investment company for purposes of the Investment Company Act of 1940 (the “1940 Act”). The conversion process could take approximately 24 months; and there can be no assurance that conversion of HFRO to a diversified holding company will be completed, improve HFRO’s performance or reduce the common share discount to net asset value (“NAV”).
In addition, actions taken in connection with the proposed conversion may adversely affect the financial condition, yield on investment, results of operations, cash flow, per share trading price of our securities, ability to satisfy debt service obligations, if any, and to make cash distributions to shareholders. Whether HFRO remains a registered investment company or converts to a diversified holding company, an investment in HFRO’s securities, like an investment in any other public company, is subject to investment risk, including the possible loss of investment. For a discussion of certain other risks relating to our conversion to a holding company, see “Implementation of the Business Change Proposal and Related Risks” and “Appendix B: Risks Associated with the Business Change Proposal” in the proxy statement.
If the Proposals are approved by shareholders, HFRO will apply to the SEC for a Deregistration Order, but the timing for receiving the Deregistration Order is uncertain. Until the SEC issues a Deregistration Order, HFRO will continue to be registered as an investment company and will continue to be regulated under the 1940 Act. Pending the SEC’s issuance of the Deregistration Order, the Adviser intends to begin realigning HFRO’s portfolio consistent with its new business as a diversified holding company. The implementation period may last approximately two years, with full implementation not projected until approximately the middle of 2023. The foregoing time period is an estimate and may vary depending upon the length of the deregistration process with the SEC, tax considerations and the pace at which we will be able to transition certain of the Company’s assets such that we will no longer be deemed an investment company under the 1940 Act. Any delay in receiving the Deregistration Order beyond the projected two-year implementation period may delay HFRO’s ability to operate like a typical diversified holding company not subject to the 1940 Act and would delay the ability to realize the benefits the Adviser’s anticipate to realize from becoming a diversified holding company.
For additional risks and disclosures, please visit www.hfroconversion.com/disclosures.
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