Nuveen Mortgage Closed-End Funds Announce Proposed Merger and 100 Percent Tender Offer
28 Février 2019 - 2:30PM
Business Wire
The Board of Trustees of Nuveen Mortgage Opportunity Term Fund
(NYSE: JLS) and Nuveen Mortgage Opportunity Term Fund 2 (NYSE:
JMT), in light of the upcoming scheduled termination of each fund,
have approved a proposal that will allow shareholders to either
continue their investment through a merger with a new fund or
receive NAV through a 100 percent tender offer. The proposal is
intended to give shareholders the opportunity to maintain their
exposure to securitized credit, an important building block of
diversified income portfolios due to attractive yields and low
correlations relative to traditional assets classes.
JLS and JMT are term funds that are scheduled to return the
current net asset value to shareholders on November 30, 2019 and
February 28, 2020, respectively. As part of the proposal,
shareholders will be asked to vote on a merger of their fund with a
new fund, Nuveen Mortgage and Income Fund. If the mergers are
approved, each fund will conduct a tender offer for up to 100
percent of its outstanding shares at NAV. If combined managed
assets of the funds following the tender offers would be $100
million or greater, the mergers will occur. If combined managed
assets after the tender offers would be less than $100 million, the
mergers will not occur and the tender offers will be cancelled with
no common shares repurchased. Instead JLS and JMT will proceed to
terminate as scheduled.
The Nuveen Mortgage and Income Fund will be a fund with no set
termination date with an investment objective to generate high
current income through opportunistic investments in securitized
credit. The new fund will invest at least 65 percent of its managed
assets in mortgage securities, including commercial mortgage-backed
securities and residential mortgage-backed securities and up to 35
percent in non-mortgage related asset backed securities.
More information on the proposal will be contained in proxy
materials expected to be filed in the near future.
FORWARD-LOOKING STATEMENTS
Certain statements made herein are forward-looking statements.
Actual future results or occurrences may differ significantly from
those anticipated in any forward-looking statements due to numerous
factors. These include, but are not limited to:
- market developments;
- legal and regulatory developments;
- the ability to satisfy conditions to
the proposed mergers;
- the number of shares tendered in
response to each fund’s tender offer; and
- other additional risks and
uncertainties.
Nuveen and the closed-end funds managed by Nuveen Fund Advisers
and Nuveen affiliates undertake no responsibility to update
publicly or revise any forward-looking statements.
The annual and semi-annual reports and other regulatory filings
of Nuveen closed-end funds with the Securities and Exchange
Commission (“SEC”) are accessible on the SEC’s web site at
www.sec.gov and on Nuveen`s web site at http://www.nuveen.com/cef
and may discuss the above-mentioned or other factors that affect
Nuveen closed-end funds. The information contained on the Nuveen
website is not a part of this press release.
IMPORTANT INFORMATION
In connection with the merger proposal discussed herein, the
funds expect to file with the SEC solicitation materials in the
form of a proxy statements and/or a joint proxy
statement/prospectus that will be included in a registration
statement on Form N-14, as applicable. Investors are urged to read
the solicitation materials and any other relevant documents when
they become available because they will contain important
information about the merger proposal. After they are filed, free
copies of the solicitation materials will be available on the SEC’s
web site at www.sec.gov.
This communication is not a solicitation of a proxy from any
fund shareholder and does not constitute an offer of any securities
for sale. No offer of securities will be made will be made except
pursuant to a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933. However, the funds, Nuveen Fund
Advisers and certain of their respective directors/trustees,
officers and affiliates may be deemed under the rules of the SEC to
be participants in the solicitation of proxies from shareholders in
connection with the merger proposal discussed herein. Information
about the trustees and officers of the funds may be found in their
respective annual reports previously filed with the SEC.
The tender offers referred to herein have not yet commenced, and
this press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. Each tender offer will
be made only through an offer to purchase and other related
materials that will be made available to JLS and JMT shareholders
and filed with the SEC when the tender offer commences.
Shareholders and other investors are urged to read the tender offer
statement, the offer to purchase and the other related materials
when they become available because they will contain important
information. After they are filed, free copies of these materials
will be available on the SEC’s web site at www.sec.gov.
Fund shares are not guaranteed or endorsed by any bank or other
insured depository institution, and are not federally insured by
the Federal Deposit Insurance Corporation. Shares of closed-end
funds are subject to investment risks, including the possible loss
of principal invested. Past performance is no guarantee of future
results. Closed-end funds frequently trade at a discount to their
net asset value.
About Nuveen
Nuveen, the investment manager of TIAA, offers a comprehensive
range of outcome-focused investment solutions designed to secure
the long-term financial goals of institutional and individual
investors. Nuveen has $930 billion in assets under management as of
12/31/18 and operations in 16 countries. Its affiliates offer deep
expertise across a comprehensive range of traditional and
alternative investments through a wide array of vehicles and
customized strategies. For more information, please visit
www.nuveen.com.
The information contained on the Nuveen website is not a part of
this press release.
Nuveen Securities, LLC, member FINRA and SIPC.
756120 -INV-O-02/21
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version on businesswire.com: https://www.businesswire.com/news/home/20190228005262/en/
Name Kristyna MunozPhone 254-644-1615Email
Kristyna.munoz@nuveen.com
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