What Year Did Ggt Open Their Ipo

What year did ggt open their ipo

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  THE GABELLI MULTIMEDIA TRUST INC.
PROSPECTUS SUPPLEMENT  Filed Pursuant to Rule 497(c)
(To Prospectus dated September 19, 2017)  Registration Statement No.

$50,000,000

2,000,000 Shares

5.125% Series E Cumulative Preferred Shares

(Liquidation Preference $25.00 per share)

 

 

The Gabelli Multimedia Trust Inc. (the “Fund”) is offering 2,000,000 shares of 5.125% Series E Cumulative Preferred Shares, par value $0.001 per share (the “Series E Preferred Shares”).

Investors in Series E Preferred Shares will be entitled to receive, when, as and if declared by, or under authority granted by, the Fund’s Board of Directors, out of funds legally available therefor, cumulative cash dividends and distributions at the rate of 5.125% per annum of the $25.00 per share liquidation preference on the Series E Preferred Shares.

Dividends and distributions on Series E Preferred Shares will be payable quarterly on March 26, June 26, September 26 and December 26 in each year commencing on December 26, 2017. The Series E Preferred Shares will rank on parity with any future preferred shares and senior to our common shares with respect to dividend and distribution rights and rights upon our liquidation.

The Series E Preferred Shares are redeemable at our option on or after September 26, 2022 and are subject to mandatory redemption by us in certain circumstances. See “Special Characteristics and Risks of the Series E Preferred Shares — Redemption.”

The Fund is a management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

What year did ggt open their ipo

The Fund’s primary investment objective is long term growth of capital, primarily through investment in a portfolio of common stock and other securities of foreign and domestic companies involved in the telecommunications, media, publishing, and entertainment industries. Income is a secondary objective of the Fund. Under normal market conditions, the Fund will invest at least 80% of the value of its net assets, plus borrowings for investment purposes, in common stock and other securities, including convertible securities, preferred stock, options, and warrants of companies in the telecommunications, media, publishing, and entertainment industries.

A company will be considered to be in these industries if it derives at least 50% of its revenues or earnings from, or devotes at least 50% of its assets to, the indicated activities or multimedia related activities. Gabelli Funds, LLC (the “Investment Adviser”) serves as investment adviser to the Fund.

The Fund’s outstanding common shares, par value $0.001 per share, are listed on the New York Stock Exchange (the “NYSE”) under the symbol “GGT.” On September 21, 2017, the last reported sale price of our common shares was $9.50.

The net asset value of the Fund’s common shares at the close of business on September 21, 2017 was $9.26 per share. As of the date hereof, the Fund has outstanding 24,280,302 shares of common stock; 791,014 shares of Series B Cumulative Preferred Stock and 10 shares of Series C Auction Rate Cumulative Preferred Stock.

Application has been made to list the Series E Preferred Shares on the NYSE. If the application is approved, the Series E Preferred Shares are expected to commence trading on the NYSE under the symbol “GGT PrE” within thirty days of the date of issuance.

What year did ggt open their ipo

An investment in the Fund is not appropriate for all investors. We cannot assure you that the Fund’s investment objective will be achieved.

What year did ggt open their ipo

You should read this prospectus supplement (the “Prospectus Supplement”) and the accompanying prospectus (the “Prospectus”) before deciding whether to invest in Series E Preferred Shares and retain them for future reference. The Prospectus Supplement and the accompanying Prospectus contain important information about us. Material that has been incorporated by reference and other information about us can be obtained from us by calling or from the Securities and Exchange Commission’s (“SEC”) website (http://www.sec.gov).

 

 

Investing in Series E Preferred Shares involves certain risks that are described in the “Special Characteristics and Risks of the Series E Preferred Shares” section of this Prospectus Supplement and the “Risk Factors and Special Considerations” section beginning on page 30 of the accompanying Prospectus.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.

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ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

   Per Share   Total(1) 

Public Offering Price

  $25.00   $50,000,000 

Underwriting discounts and commissions

  $0.7875   $1,575,000 

Proceeds, before expenses, to the Fund

  $24.2125   $48,425,000 

 

(1)The aggregate expenses of the offering (excluding underwriting discounts and commissions) are estimated to be $210,000.

The underwriters are expected to deliver the Series E Preferred Shares in book-entry form through the Depository Trust Company on or about September 26, 2017.

 

 

 

  UBS Investment Bank

G.research, LLC

The date of this Prospectus Supplement is September 21, 2017


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You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus.

Neither the Fund nor the underwriters have authorized anyone to provide you with different information. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this Prospectus Supplement and the accompanying Prospectus is accurate as of any date other than the date of this Prospectus Supplement and the accompanying Prospectus, respectively. Our business, financial condition, results of operations and prospects may have changed since those dates.

GTT Communications Inc.

In this Prospectus Supplement and in the accompanying Prospectus, unless otherwise indicated, “Fund,” “us,” “our” and “we” refer to The Gabelli Multimedia Trust Inc., a Maryland corporation. This Prospectus Supplement also includes trademarks owned by other persons.

 

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

 

PROSPECTUS

 

 

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement, the accompanying Prospectus and the Statement of Additional Information (the “SAI”) contain “forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate” and similar terms and the negative of such terms.

Such forward-looking statements may be contained in this Prospectus Supplement as well as in the accompanying Prospectus and the SAI. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect our actual results are the performance of the portfolio of securities we hold, the price at which our shares (including the Series E Preferred Shares) will trade in the public markets and other factors discussed in our periodic filings with the SEC.

Although we believe that the expectations expressed in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements.

Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the “Risk Factors and Special Considerations” section of the accompanying Prospectus and “Special Characteristics and Risks of the Series E Preferred Shares” in this Prospectus Supplement.

All forward-looking statements contained or incorporated by reference in this Prospectus Supplement or the accompanying Prospectus and the SAI are made as of the date of this Prospectus Supplement or the accompanying Prospectus and the SAI, as the case may be. Except for our ongoing obligations under the federal securities laws, we do not intend, and we undertake no obligation, to update any forward-looking statement.

The forward-looking statements contained in this Prospectus Supplement, the accompanying Prospectus and the SAI are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended (the “Securities Act”).

Currently known risk factors that could cause actual results to differ materially from our expectations include, but are not limited to, the factors described in the “Risk Factors and Special Considerations” section of the accompanying Prospectus as well as in the “Special Characteristics and Risks of the Series E Preferred Shares” section of this Prospectus Supplement.

We urge you to review carefully those sections for a more detailed discussion of the risks of an investment in the Series E Preferred Shares.

 

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SUMMARY OF THE TERMS OF THE SERIES E PREFERRED SHARES

This Prospectus Supplement sets forth certain terms of the Series E Preferred Shares that we are offering pursuant to this Prospectus Supplement and the accompanying Prospectus that is attached to the back of this Prospectus Supplement.

This section outlines certain specific legal and financial terms of the Series E Preferred Shares that are more generally described under the heading “Special Characteristics and Risks of the Series E Preferred Shares” herein and in the accompanying Prospectus under the heading “Description of Capital Stock.” Capitalized terms used in this Prospectus Supplement and not otherwise defined shall have the meanings ascribed to them in the accompanying Prospectus or in the Articles Supplementary governing and establishing the terms of the Series E Preferred Shares.

 

The Fund

The Gabelli Multimedia Trust Inc. is a management investment company organized as a Maryland corporation on March 31, 1994 and commenced its investment operations on November 15, 1994.

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Throughout this Prospectus Supplement, we refer to The Gabelli Multimedia Trust Inc. as the “Fund” or as “we.” The Fund’s primary investment objective is long term growth of capital, primarily through investment in a portfolio of common stock and other securities of foreign and domestic companies involved in the telecommunications, media, publishing, and entertainment industries.

Income is a secondary objective of the Fund. See the accompanying Prospectus under the heading “Investment Objectives and Policies” for additional information.

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Gabelli Funds, LLC (the “Investment Adviser”) serves as investment adviser to the Fund.

 

 The Fund’s outstanding common shares, par value $0.001 per share, are listed on the New York Stock Exchange (the “NYSE”) under the symbol “GGT.” On September 21, 2017, the last reported sale price of our common shares was $9.50.

The net asset value of the Fund’s common shares at the close of business on September 21, 2017 was $9.26 per share. As of the date hereof, the Fund has outstanding 24,280,302 shares of common stock; 791,014 shares of Series B Cumulative Preferred Stock and 10 shares of Series C Auction Rate Cumulative Preferred Stock.

 

Securities Offered

2,000,000 shares of 5.125% Series E Preferred Shares (the “Series E Preferred Shares”).

The Series E Preferred Shares will constitute a separate series of preferred shares of the Fund. The Series E Preferred Shares will rank on parity with any future preferred shares and senior to our common shares with respect to dividend and distribution rights and rights upon our liquidation.

 

Dividend Rate

Dividends and distributions on the Series E Preferred Shares are cumulative from their original issue date at the annual rate of 5.125% of the $25.00 per share liquidation preference on the Series E Preferred Shares.

 

Dividend Payment Date

Holders of Series E Preferred Shares will be entitled to receive, when, as and if declared by, or under authority granted by, the Fund’s Board

 



 

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of Directors (the “Board”), out of funds legally available therefor, cumulative cash dividends and distributions at the rate of 5.125% per annum of the $25.00 per share liquidation preference on the Series E Preferred Shares.

Dividends and distributions will be paid quarterly on March 26, June 26, September 26 and December 26 in each year, commencing on December 26, 2017.

 

Liquidation Preference

$25.00 per share

 

Use of Proceeds

The Fund estimates the total net proceeds of the offering to be $48,215,000, based on the public offering price of $25.00 per share and after deduction of the underwriting discounts and commissions and estimated offering expenses payable by the Fund.

 

 The Fund will use the net proceeds from the offering of Series E Preferred Shares to purchase portfolio securities in accordance with its investment objective and policies. The Investment Adviser anticipates that the investment of the proceeds will be made in accordance with the Fund’s investment objective and policies as appropriate investment opportunities are identified, which is expected to be substantially completed within approximately three months of the issue date; however, the identification of appropriate investment opportunities pursuant to the Fund’s investment style or changes in market conditions may cause the investment period to extend as long as six months from the issue date.

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 Pending such investment, the proceeds of the offering of the Series E Preferred Shares will be held in high quality short term debt securities and similar instruments.

See “Use of Proceeds.”

 

Period/Redemption

The Series E Preferred Shares generally may not be called for redemption at the option of the Fund prior to September 26, 2022. The Fund reserves the right, however, to redeem the Series E Preferred Shares at any time if it is necessary, in the judgment of the Board, to maintain its status as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Fund may also be required under certain circumstances to redeem Series E Preferred Shares before or after September 26, 2022, in order to meet certain regulatory or rating agency asset coverage requirements.

 

 Commencing September 26, 2022, and thereafter, to the extent permitted by the 1940 Act and Maryland law, the Fund may at any time, upon notice of redemption, redeem the Series E Preferred Shares in whole or in part at the liquidation preference per share plus accumulated unpaid dividends through the date of redemption.

 

Stock Exchange Listing

Application has been made to list the Series E Preferred Shares on the NYSE. Prior to this offering, there has been no public market for Series E Preferred Shares. If the application is approved, it is

 



 

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anticipated that trading on the NYSE under the symbol “GGT PrE” will begin within thirty days from the date of this Prospectus Supplement.

Before the Series E Preferred Shares are listed on the NYSE, the underwriters may, but are not obligated to, make a market in Series E Preferred Shares. Consequently, it is anticipated that, prior to the commencement of trading on the NYSE, an investment in Series E Preferred Shares will be illiquid.

 

Taxation

See “Taxation” in the accompanying Prospectus and SAI for a discussion of U.S.

federal income tax considerations affecting the Fund and holders of Series E Preferred Shares.

 

ERISA

See “Certain Employee Benefit Plan and IRA Considerations.”

 

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Computershare Trust Company, N.A.

 



 

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DESCRIPTION OF THE SERIES E PREFERRED SHARES

The following is a brief description of the terms of the Series E Preferred Shares.

This is not a complete description and is subject to and entirely qualified by reference to the Fund’s Articles Supplementary for the Series E Preferred Shares (the “Articles Supplementary”).

The Articles Supplementary will be attached as an exhibit to post-effective amendment number 2 to the Fund’s registration statement. Copies may be obtained as described under “Additional Information” in the accompanying Prospectus. Any capitalized terms in this section and the “Special Characteristics and Risks of the Series E Preferred Shares” section of this Prospectus Supplement that are not defined have the meaning assigned to them in the Articles Supplementary.

The Fund’s charter (which, as restated, amended or supplemented from time to time, together with these Articles Supplementary, is referred to herein as the “Charter”) provides that the Board may authorize and issue classes of shares with designation rights and preferences as determined by the Board, by action of the Board without the approval of the holders of the common shares.

Currently, an unlimited number of the Fund’s shares are available for classification by the Board as preferred shares, par value $0.001 per share. The Articles Supplementary authorizes the issuance of up to 4,500,000 Series E Preferred Shares. All Series E Preferred Shares will have a liquidation preference of $25.00 per share plus accumulated and unpaid dividends. Holders of Series E Preferred Shares shall be entitled to receive, when, as and if declared by, or under authority granted by the Board, out of funds legally available therefor, cumulative cash dividends and distributions at the rate of 5.125% per annum (computed on the basis of a year consisting of twelve months) of the $25.00 per share liquidation preference on the Series E Preferred Shares.

Dividends and distributions on Series E Preferred Shares will accumulate from the date of their original issue, which is expected to be September 26, 2017.

The Series E Preferred Shares, when issued by the Fund and paid for pursuant to the terms of this Prospectus Supplement and the accompanying Prospectus, will be fully paid and and will have no preemptive, exchange or conversion rights.

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Any Series E Preferred Shares purchased or redeemed by the Fund will, after such purchase or redemption, have the status of authorized but unissued preferred shares. The Board may by resolution classify or reclassify any authorized and unissued Series E Preferred Shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and distributions, qualifications or terms or conditions of redemption of such shares.

The affirmative vote of the holders of a majority, as defined in the 1940 Act, of the outstanding Series E Preferred Shares (or any other series of the Fund’s preferred shares), voting separately from the holders of any other series of the Fund’s preferred shares (to the extent its rights are affected differently), shall be required with respect to any matter that materially and adversely affects the rights, preferences or powers of that series in a manner different from that of other series or classes of the Fund’s shares.

The affirmative vote of the holders of a majority, as defined in the 1940 Act, of the Fund’s outstanding preferred shares, voting separately as one class (including the Series E Preferred Shares), shall be required to amend, alter or repeal the provisions of the Fund’s Charter or Bylaws, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would affect adversely the rights, preferences or powers expressly set forth in any articles supplementary of the Fund’s preferred shares, including the Articles Supplementary, unless, in each case, the Fund obtains written confirmation from any rating agency then rating the Series E Preferred Shares at the Fund’s request that such amendment, alteration or repeal would not impair the rating then assigned by such rating agency to the Series E Preferred Shares, in which case the vote or consent of the holders of the Series E Preferred Shares is not required.

No matter shall be deemed to adversely affect any rights, preferences or powers of the Series E Preferred Shares unless such matter (i) adversely alters or abolishes any right or preference of such series; (ii) creates, adversely alters or abolishes any right in respect of redemption of such series; or (iii) creates or adversely alters (other than to abolish) any restriction on transfer applicable to such series.

An increase in the number of authorized preferred shares of the Fund pursuant to the Charter or the issuance of additional shares of any series of preferred shares of the Fund (including the Series E Preferred Shares) pursuant to the Charter shall not in and of itself be considered to adversely affect the rights, preferences or powers of the Series E Preferred Shares.

 

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The disclosure set forth in this Description of the Series E Preferred Shares and under the heading “Special Characteristics and Risks of the Series E Preferred Shares” is intended to be a summary of the material provisions of the Series E Preferred Shares.

Since this Description of the Series E Preferred Shares and the disclosure under the heading “Special Characteristics and Risks of the Series E Preferred Shares” is only a summary, you should refer to the Articles Supplementary for a complete description of the obligations of the Fund and your rights. The disclosure set forth in this Description of the Series E Preferred Shares and under the heading “Special Characteristics and Risks of the Series E Preferred Shares” supplements the description of the preferred shares set forth under the caption “Description of Capital Stock – Preferred Stock” in the accompanying Prospectus, and in the event that any provision described in the disclosure set forth in this Description of the Series E Preferred Shares and under the heading “Special Characteristics and Risks of the Series E Preferred Shares” is inconsistent with any description contained in the accompanying Prospectus, the disclosure set forth in this Description of the Series E Preferred Shares and under the heading “Special Characteristics and Risks of the Series E Preferred Shares” will apply and supersede the description in the accompanying Prospectus.

USE OF PROCEEDS

The Fund estimates the total net proceeds of the offering to be $48,215,000, based on the public offering price of $25.00 per Series E Preferred Share and after deduction of the underwriting discounts and commissions and estimated offering expenses payable by the Fund.

The Fund will use the net proceeds from the offering of Series E Preferred Shares to purchase portfolio securities in accordance with its investment objective and policies. The Investment Adviser anticipates that the investment of the proceeds will be made in accordance with the Fund’s investment objective and policies as appropriate investment opportunities are identified, which is expected to be substantially completed within approximately three months of the issue date; however, the identification of appropriate investment opportunities pursuant to the Fund’s investment style or changes in market conditions may cause the investment period to extend as long as six months from the issue date.

Pending such investment, the proceeds of the offering of the Series E Preferred Shares will be held in high quality short term debt securities and similar instruments.

 

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CAPITALIZATION

The following table sets forth (i) the audited capitalization of the Fund as of December 31, 2016, (ii) the unaudited capitalization of the Fund as of June 30, 2017, and (iii) the unaudited adjusted capitalization of the Fund assuming the issuance of the 2,000,000 Series E Preferred Shares offered in this Prospectus Supplement and the use of proceeds thereof.

 

   As of December 31, 2016  As of June 30, 2017 
   Actual  As adjusted  Actual  As adjusted 

Preferred shares, $0.001 par value per share (The “Actual” column reflects the Fund’s outstanding capitalization as of December 31, 2016 and June 30, 2017, respectively; the “As adjusted” column assumes the issuance of 2,000,000 Series E Preferred Shares at $25.00 liquidation preference per share)

  $34,775,350  $84,775,350  $20,025,350  $70,025,350 

Shareholders’ equity applicable to common shares:

     

Common shares, $0.001 par value per share (The “Actual” and “As adjusted” columns reflect the Fund’s outstanding capitalization of 24,308,212 common shares and 24,280,302 common shares outstanding as of December 31, 2016 and June 30, 2017, respectfully)

   24,308   24,308   24,280   24,280 

surplus*

   143,459,933   141,674,933   137,687,530   135,902,530 

Distributions in excess of net investment income

   (432,487  (432,487  (460,812  (460,812

Distribution in excess of net realized gain on investments and foreign currency transactions

   (3,537,867  (3,537,867  (1,095,952  (1,095,952

Net unrealized appreciation on investments and foreign currency translations

   58,109,471   58,109,471   85,728,703   85,728,703 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net assets attributable to common shares

   197,623,358   195,838,358   221,883,749   220,098,749 

Liquidation preference of preferred shares

   34,775,350   84,775,350   20,025,350   70,025,350 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net assets, plus the liquidation preference of preferred shares

  $232,398,708  $280,613,708  $241,909,099  $290,124,099 

 

*As adjusted surplus reflects a deduction for the estimated underwriting discounts and commissions of $1,575,000 and estimated offering costs of $210,000 for the Series E Preferred Shares.

For financial reporting purposes, the Fund will deduct the liquidation preference of its outstanding preferred shares from “net assets,” so long as the senior securities have redemption features that are not solely within the control of the Fund. For all regulatory purposes, the Fund’s preferred shares will be treated as equity (rather than debt).

 

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DESCRIPTION OF THE SECURITIES

The following information regarding the Fund’s authorized shares is as of the date hereof.

 

Title of Class

  Amount
Authorized
   Amount
Held by
Fund or
for its
Account
   Amount
Outstanding
Exclusive of
Amount
Held by
Fund
 

Common Shares

   192,499,000    —      24,280,302 

Series B Cumulative Preferred Stock

   3,000,000    —      791,014 

Series C Auction Rate Cumulative Preferred Stock

   1,000    —      10 

Series E Preferred Shares

   4,500,000    —      0 

Other Series of Preferred Shares

   0    —      0 

ASSET COVERAGE RATIO

Pursuant to the 1940 Act, the Fund generally will not be permitted to declare any dividend, or declare any other distribution, upon any outstanding common shares, purchase any common shares, or issue preferred shares, unless, in every such case, all preferred shares issued by the Fund have at the time of declaration of any such dividend or distribution or at the time of any such purchase or issuance an asset coverage of at least 200% (“1940 Act Asset Coverage Requirement”) after deducting the amount of such dividend, distribution, or purchase price, as the case may be.

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As of the date of this Prospectus Supplement, all of the Fund’s outstanding preferred shares are expected to have asset coverage on the date of issuance of the Series E Preferred Shares of approximately 447%.

In addition to the 1940 Act Asset Coverage Requirement, the Fund is expected to be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies that are expected to issue ratings for the Series E Preferred Shares.

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See “Special Characteristics and Risks of the Series E Preferred Shares — Risks — Credit Rating Risk” in this Prospectus Supplement. As a condition of the underwriters’ obligations to purchase the Series E Preferred Shares, the Series E Preferred Shares must be rated at a minimum level by Moody’s Investors Service, Inc.

(“Moody’s”).

SPECIAL CHARACTERISTICS AND RISKS OF THE SERIES E PREFERRED SHARES

Dividends

Holders of Series E Preferred Shares shall be entitled to receive, when, as and if declared by, or under authority granted by the Board, out of funds legally available therefor, cumulative cash dividends and distributions at the rate of 5.125% per annum (computed on the basis of a year consisting of twelve months) of the $25.00 per share liquidation preference on the Series E Preferred Shares.

Dividends and distributions on Series E Preferred Shares will accumulate from the date of their original issue, which is expected to be September 26, 2017.

Dividends and distributions will be payable quarterly on March 26, June 26, September 26 and December 26 in each year (each a “Dividend Payment Date”) commencing on December 26, 2017 (or, if any such day is not a business day, then on the next succeeding business day) to holders of record of Series E Preferred Shares as they appear on the share register of the Fund at the close of business on the fifth preceding business day in preference to dividends and distributions on common shares and any other shares of the Fund ranking junior to the Series E Preferred Shares in payment of dividends and distributions.

 

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Dividends and distributions on Series E Preferred Shares shall accumulate from the date on which the Series E Preferred Shares are originally issued. Each period beginning on and including a Dividend Payment Date (or the date of original issue, in the case of the first dividend period after the first issuance of the Series E Preferred Shares) and ending on but excluding the next succeeding Dividend Payment Date is referred to herein as a “Dividend Period.” Dividends and distributions on account of arrears for any past Dividend Period or in connection with the redemption of Series E Preferred Shares may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date as shall be fixed by the Board that is not more than 30 days before the Dividend Payment Date.

No full dividends or distributions will be declared or paid on Series E Preferred Shares for any Dividend Period or part thereof unless full cumulative dividends and distributions due through the most recent Dividend Payment Dates therefor on all outstanding shares of any series of preferred shares of the Fund ranking on a parity with the Series E Preferred Shares as to the payment of dividends and distributions have been or contemporaneously are declared and paid through the most recent Dividend Payment Dates therefor.

If full cumulative dividends and distributions due have not been paid on all of the Fund’s outstanding preferred shares, any dividends and distributions being paid on such preferred shares (including the Series E Preferred Shares) will be paid as nearly pro rata as possible in proportion to the respective amounts of dividends and distributions accumulated but unpaid on each such series of preferred shares on the relevant Dividend Payment Date.

Restrictions on Issuance, Dividend, Redemption and Other Payments

Under the 1940 Act, the Fund is not permitted to issue preferred shares (such as the Series E Preferred Shares) unless immediately after such issuance the Fund will have an asset coverage of at least 200% (or such other percentage as may in the future be specified in or under the 1940 Act as the minimum asset coverage for senior securities representing stock of a investment company as a condition of declaring distributions, purchases or redemptions of its stock).

In general, the term “asset coverage” for this purpose means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of the Fund plus the aggregate of the involuntary liquidation preference of the preferred shares. The involuntary liquidation preference refers to the amount to which the preferred shares would be entitled on the involuntary liquidation of the Fund in preference to a security junior to them.

The Fund also is not permitted to declare any cash dividend or other distribution on its common shares or purchase its common shares unless, at the time of such declaration or purchase, the Fund satisfies this 200% asset coverage requirement after deducting the amount of the distribution or purchase price, as applicable.

In addition, the Fund may be limited in its ability to declare any cash distribution on its shares (including the Series E Preferred Shares) or purchase its capital stock (including the Series E Preferred Shares) unless, at the time of such declaration or purchase, the Fund has an asset coverage on its indebtedness, if any, of at least 300% after deducting the amount of such distribution or purchase price, as applicable.

The 1940 Act contains an exception, however, that permits dividends to be declared upon any preferred shares issued by the Fund (including the Series E Preferred Shares) if the Fund’s indebtedness has an asset coverage of at least 200% at the time of declaration after deducting the amount of the dividend.

In general, the term “asset coverage” for this purpose means the ratio which the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities, bears to the aggregate amount of senior securities representing indebtedness of the Fund.

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The term “senior security” does not include any promissory note or other evidence of indebtedness in any case where such a loan is for temporary purposes only and in an amount not exceeding 5% of the value of the total assets of the Fund at the time when the loan is made.

A loan is presumed under the 1940 Act to be for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise it is presumed not to be for temporary purposes. For purposes of determining whether the 200% and 300% asset coverage requirements described above apply in connection with dividends or distributions on or purchases or redemptions of Series E Preferred Shares, the

 

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asset coverages may be calculated on the basis of values calculated as of a time within 48 hours (not including Sundays or holidays) next preceding the time of the applicable determination.

In addition to those circumstances described in the accompanying Prospectus under “Description of the Securities — Preferred Shares — Restrictions on Dividends and Other Distributions for the Preferred Shares,” the Fund may not pay any dividend or distribution (other than a dividend or distribution paid in common shares or in options, warrants or rights to subscribe for or purchase common shares) in respect of the common shares or call for redemption, redeem, purchase or otherwise acquire for consideration any common shares (except by conversion into or exchange for shares of the Fund ranking junior to the preferred shares as to the payment of dividends or distributions and the distribution of assets upon liquidation), unless after making the distribution, the Fund meets applicable asset coverage requirements described under “Rating Agency Guidelines” below.

Voting Rights

Except as otherwise provided by applicable law, each holder of Series E Preferred Shares shall be entitled to one vote for each share held on each matter submitted to a vote of shareholders of the Fund, and the holders of outstanding preferred shares, including Series E Preferred Shares, and the common shares shall vote together as a single class; provided, however, that the holders of the outstanding preferred shares, including Series E Preferred Shares, shall be entitled, as a separate class, to the exclusion of all other holders of all other classes of shares of the Fund, to elect two of the Fund’s Directors.

During any period in which any one or more of the conditions described below shall exist (such period being referred to herein as a “Voting Period”), the number of Directors constituting the Board shall be increased by the smallest number of additional Directors that, when added to the two Directors elected exclusively by the holders of outstanding preferred shares, would constitute a simple majority of the Board as so increased by such smallest number, and the holders of outstanding preferred shares, including the Series E Preferred Shares, voting separately as one class (to the exclusion of all other holders of all other classes of shares of the Fund) shall be entitled to elect such smallest number of additional Directors and the two Directors the holders of preferred shares, including the Series E Preferred Shares, are otherwise entitled to elect.

The Fund and the Board shall take all necessary actions, including amending the Fund’s Bylaws, to effect an increase in the number of Directors as described in the preceding sentence.

A Voting Period shall commence:

i. if at any time accumulated dividends and distributions on the outstanding Series E Preferred Shares equal to at least two full years’ dividends and distributions shall be due and unpaid and sufficient cash or specified securities shall not have been deposited with Computershare Trust Company, N.A., and its successors or any other dividend-disbursing agent appointed by the Fund, for the payment of such accumulated dividends and distributions; or

ii.

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if at any time holders of any other preferred shares are entitled to elect a majority of the Directors of the Fund under the 1940 Act or articles supplementary creating such shares.

Additional voting rights are described in “Description of the Series E Preferred Shares.”

Rating Agency Guidelines

The Fund anticipates Moody’s will initially rate the Series E Preferred Shares.

The Fund expects that it will be required under Moody’s (or any other rating agency then rating the Fund’s preferred shares at the Fund’s request, including the Series E Preferred Shares) guidelines to maintain assets having in the aggregate a discounted value at least equal to the Basic Maintenance Amount (as defined in the Articles Supplementary) for its outstanding preferred shares (including the Series E Preferred Shares) with respect to the guidelines Moody’s or such other rating agency has established for determining discounted value.

To the extent any particular portfolio holding does not satisfy a rating agency’s guidelines, all or a portion of such holding’s value will not be included in the calculation of discounted value (as defined by the rating agency). The Moody’s guidelines also

 

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impose certain diversification requirements and industry concentration limitations on the Fund’s overall portfolio, and apply specified discounts to securities held by the Fund (except certain money market securities).

If the value of the Fund’s assets, as discounted in accordance with the rating agency guidelines, is less than the Basic Maintenance Amount, the Fund is required to use its commercially reasonable efforts to cure such failure. If the Fund does not cure in a timely manner a failure to maintain a discounted value of its portfolio equal to the Basic Maintenance Amount in accordance with the requirements of the applicable rating agency or agencies then rating the preferred shares, including the Series E Preferred Shares, at the request of the Fund, the Fund will be required to mandatorily redeem its preferred shares, including the Series E Preferred Shares, as described below under “Redemption.”