Eaton Vance Senior Floating-Rate Trust Announces Expanded Initial Takeover Offer and Additional Conditional Takeover Bids

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BOSTON, May 12, 2021 / PRNewswire / – As previously announced on March 16, 2021, the board of directors of Eaton Vance Senior Floating-Rate Trust (NYSE: EFR) (the “Fund”) has authorized a conditional cash tender offer for up to 25% of the outstanding common shares of the Fund at a price per share equal to 99% of the Fund’s net asset value per share (“NAV”) at the close of regular trading on the New York Stock Exchange (“NYSE”) on the expiry date of the offer takeover bid, subject to the approval by the shareholders of the Fund of a new investment advisory agreement (the “New Agreement”) between the Fund and Eaton Vance Management (the “Initial Takeover Offer” ). The Fund is announcing today an increase in the amount of the initial public tender offer from up to 25% of the outstanding shares of the Fund to 50% of the outstanding common shares of the Fund. All other conditions of the initial public tender offer are as previously announced. If the new deal is approved, the initial takeover bid would begin with July 1, 2021 and the Fund would purchase common shares deposited and accepted under the initial public tender offer by Aug 13, 2021. If the new agreement is approved by the shareholders, the additional terms and conditions of the initial takeover bid would be set out in the associated Fund’s offering documents and additional press releases, if applicable. As previously announced, the shareholders’ meeting to review the new agreement has been adjourned until today at 4:30 p.m. East.

In addition to increasing the initial takeover bid, the Fund today announces that it will conduct cash takeover bids by the end of the fourth quarter of each of 2022, 2023 and 2024 ( each, a “conditional take-over bid” and, collectively with the initial take-over bid, the “take-over bids”) for a maximum of 10% of the then outstanding common shares of the Fund if, as of January as of August of the year in question, the Fund’s shares trade at an average discount to the net asset value of more than 10% (based on the volume-weighted average price of the Fund and the net asset value on the day of the period). In the event of a trigger, common shares tendered and accepted under a conditional public tender offer would be repurchased at a price per share equal to 98% of the net asset value of the Fund at the close of regular trading on the NYSE at the expiry date of this conditional takeover bid. If a conditional takeover bid is triggered, the Fund will issue a press release providing notification and additional information about such conditional takeover bid.

Increased payout rate. At March 16, 2021, the Fund announced an increase in its regular monthly distributions on common shares of approximately 25% compared to March 2021 distributions, subject to approval by the shareholders of the Fund of the New Agreement (the “Conditional Payout Rate Increase”). The terms of the Conditional Payout Rate Increase remain unchanged. Distributions from the Fund may include amounts from sources other than net investment income. When this is considered to be the case, shareholders will be informed on a monthly basis. The final determination of the tax character of the distributions of the Fund will take place after the end of each calendar year, on which date this determination will be communicated to the shareholders. Distributions from the Fund in any period may be greater or less than the net return obtained by the Fund on investments and therefore should not be used as a measure of performance or confused with “return” or “income”. Distributions in excess of the Fund’s returns will cause the net assets and net asset value per share of the Fund to decline.

Eaton Vance Corp. was acquired by Morgan Stanley on 1st of March, 2021. Its investment subsidiaries Eaton Vance Management, Parametric, Atlanta Capital and Calvert are now part of Morgan Stanley Investment Management, the asset management division of Morgan Stanley.

About the Fund

Except as part of a takeover bid, the common shares of the Fund are available for purchase or sale only through secondary market transactions at their current market price. Closed-end fund stocks often trade at a discount to their net asset value. The market price of the shares of the Fund may vary from the net asset value depending on factors affecting the supply and demand of shares, such as the distribution rates of the Fund compared to similar investments, investors’ expectations regarding future distribution changes, clarity of the Fund’s investment strategy and expectations of future returns. , and investor confidence in the underlying markets in which the Fund invests. Shares of the Fund are subject to investment risk, including the possible loss of invested capital. Shares of the Fund are not FDIC insured and do not constitute deposits or other obligations of, or guaranteed by, any bank. The Fund is not a complete investment program and you could lose money investing in it. An investment in the Fund may not be suitable for all investors. Before investing, potential investors should carefully consider the investment objective, strategies, risks, costs and expenses of a Fund.

This announcement is not a recommendation, an offer to buy or a solicitation of an offer to sell shares of the Fund. The Fund has not launched the takeover bids described in this press release. Each take-over bid will only be made if the condition described above is met, and only by an offer to purchase, related letter of transmittal and other documents filed with the SEC as attachments to a take-over bid statement on Schedule TO, with all such documents available on the SEC’s website at www.sec.gov. For each Public Takeover Offer, the Fund will also make the takeover offer and the cover letter available to shareholders free of charge. Shareholders are invited to read these documents carefully, as they would contain important information about the Tender Offer.

This press release is for informational purposes only and is not intended to constitute, and does not constitute, an offer to buy or sell shares of the Fund. Additional information about the Fund, including information on the performance and characteristics of the portfolio, is available at eatonvance.com.

Statements in this press release that are not historical facts may be forward-looking statements, as defined by United States securities laws. You should exercise caution in interpreting and relying on forward-looking statements, as they are subject to uncertainties and other factors which may be beyond the control of the Fund and could cause actual results to differ materially from. those set forth in forward-looking statements.

SOURCE Eaton Vance Management

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www.eatonvance.com


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