Kayne Anderson Energy Infrastructure Fund Announces Proposed Acquisition of Fiduciary/Claymore Energy Infrastructure Fund
16 Septembre 2021 - 3:40AM
Kayne Anderson Energy Infrastructure Fund, Inc. (the “Company”)
(NYSE: KYN) announced today that the Company has entered into a
merger agreement with Fiduciary/Claymore Energy Infrastructure Fund
(NYSE: FMO). Pursuant to this agreement, FMO will be acquired by
KYN, with FMO’s shareholders being issued shares of KYN common
stock in exchange for their shares of FMO common stock (as
described below). The merger is expected to qualify as a tax-free
reorganization for federal income tax purposes, and as a result,
the transaction is not expected to be taxable to KYN’s stockholders
or FMO’s shareholders.
This transaction has been unanimously approved by KYN’s Board of
Directors and FMO’s Board of Trustees. Closing, which is expected
in the first quarter of fiscal 2022, is subject to FMO shareholder
approval, compliance with all regulatory requirements, and
satisfaction of customary closing conditions.
As a result of the merger, the outstanding common stock of FMO
will be exchanged for newly issued common stock of KYN. The
exchange ratio will be based on the relative per share net asset
values of FMO and KYN immediately prior to the transaction’s
closing date. Based on each fund’s current per share net asset
values, KYN expects to issue approximately 9.3 million shares of
common stock to FMO’s shareholders.
Jim Baker, President, CEO, and Chairman of KYN said, “We are
pleased to announce this transaction, which we believe is in the
best interest of our stockholders. We believe the merger is a
tax-efficient way for FMO’s stockholders to continue investing in
the energy infrastructure sector through KYN’s large and
diversified portfolio. As the largest closed-end fund focused on
energy infrastructure investments, we believe KYN is a natural
consolidator. Our investors should benefit from the potential cost
savings that come with increased size and scale, enhanced trading
liquidity, “best in class” access to the capital markets, and
additional investment opportunities as we look to capitalize on the
energy transition.”
“KYN’s investment focus – equity investments in North American
energy infrastructure companies – and its investment objective – to
provide a high after tax total return with an emphasis on making
cash distributions to stockholders – remain unchanged. We continue
to be optimistic about the outlook for energy infrastructure
companies over the next few years. Further, we believe KYN’s
portfolio is well-positioned to benefit from a continuation in the
economic recovery as more progress is made containing the COVID-19
pandemic as well as capitalize on opportunities related to the
transition away from traditional carbon-based fuels to a more
sustainable mix of lower carbon and renewable energy sources,”
continued Mr. Baker.
“KYN’s distribution policy, which considers net distributable
income as well as realized and unrealized gains from KYN’s
portfolio investments when determining KYN’s distribution, will
remain in place after completion of this transaction. We recognize
that distributions are a significant part of the value proposition
that KYN provides to its investors, and one of management’s most
important long-term goals is to provide the Company’s investors an
attractive distribution”, concluded Mr. Baker.
KYN plans to file with the U.S. Securities and Exchange
Commission (“SEC”) a registration statement/proxy statement on Form
N-14 that will be provided to FMO shareholders as of the record
date for the meeting. When available, the registration
statement/proxy statement will describe in detail the terms of the
proposed merger and the proposals being submitted to shareholders,
as applicable. When it becomes effective, FMO shareholders are
encouraged to review the registration statement/proxy statement on
the SEC website at www.sec.gov.
The investment adviser to KYN is KA Fund Advisors, LLC. The
investment adviser to FMO is Guggenheim Funds Investment Advisors,
LLC.
Kayne Anderson Energy Infrastructure Fund, Inc. (NYSE: KYN) is a
non-diversified, closed-end management investment company
registered under the Investment Company Act of 1940, as amended,
whose common stock is traded on the NYSE. The company's investment
objective is to provide a high after-tax total return with an
emphasis on making cash distributions to stockholders. KYN intends
to achieve this objective by investing at least 80% of its total
assets in securities of Energy Infrastructure Companies. See
Glossary of Key Terms in the Company’s most recent quarterly report
for a description of these investment categories and the meaning of
capitalized terms.
This press release is not intended to, and does not, constitute
an offer to purchase or sell shares of KYN or FMO; nor is this
press release intended to solicit a proxy from any shareholder of
FMO. The solicitation of proxies to effect the merger will be made
only by a final, effective registration statement/proxy statement
on Form N-14, after it is declared effective by the SEC. This
registration statement/proxy statement has yet to be filed with the
SEC. After the registration statement/proxy statement is filed with
the SEC, it may be amended or withdrawn and the registration
statement/proxy statement will not be distributed to shareholders
unless and until it is declared effective by the SEC. Nothing
contained in this press release is intended to recommend any
investment policy or investment strategy or take into account the
specific objectives or circumstances of any investor. Please
consult with your investment, tax, or legal adviser regarding your
individual circumstances prior to investing.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This
communication contains statements reflecting assumptions,
expectations, projections, intentions, or beliefs about future
events. These and other statements not relating strictly to
historical or current facts constitute forward-looking statements
as defined under the U.S. federal securities laws. Forward-looking
statements involve a variety of risks and uncertainties. These
risks include, but are not limited to, changes in economic and
political conditions; regulatory and legal changes; energy industry
risk; leverage risk; valuation risk; interest rate risk; tax risk;
and other risks discussed in detail in the Company’s filings with
the SEC, available at www.kaynefunds.com or www.sec.gov. Actual
events could differ materially from these statements or from our
present expectations or projections. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date they are made. Kayne Anderson undertakes no obligation
to publicly update or revise any forward-looking statements made
herein. There is no assurance that the Company’s investment
objectives will be attained.
Contact: Investor Relations at 877-657-3863 or
cef@kaynecapital.com
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