First Trust Advisors L.P. (“FTA”) announced today that the Board
of Trustees of First Trust Specialty Finance and Financial
Opportunities Fund (NYSE: FGB), a closed-end fund managed by FTA,
approved the reorganization (the “Reorganization”) of FGB into FT
Confluence BDC & Specialty Finance Income ETF, a newly created
exchange-traded fund (“ETF”) that will be traded on the NYSE and
will be an actively managed ETF managed by FTA and sub-advised by
Confluence Investment Management LLC (“Confluence” or the
“Sub-Advisor”), FGB’s current sub-advisor.
Under the terms of the Reorganization, which is expected to be
tax‑free, the assets of FGB would be transferred to, and the
liabilities of FGB would be assumed by, the new ETF, and
shareholders of FGB would receive shares of the new ETF with a
value equal to the aggregate net asset value of the FGB shares held
by them. It is currently expected that the Reorganization will be
consummated during 2025, subject to requisite approval by the
shareholders of FGB and satisfaction of applicable regulatory
requirements and approvals and customary closing conditions. There
is no assurance when or whether such approvals, or any other
approvals required for the Reorganization, will be obtained. More
information on the Reorganization will be contained in registration
statement and/or proxy materials that will be filed with the SEC in
the coming weeks.
The Board of Trustees of FGB also set the date for the 2024
annual meeting of shareholders of FGB. The annual meeting of
shareholders of FGB (the “Meeting”) will be held at the offices of
First Trust Advisors L.P., 120 East Liberty Drive, Suite 400,
Wheaton, Illinois 60187, on November 12, 2024. More information on
the Meeting will be contained in proxy materials that will be sent
to shareholders of FGB in the coming weeks. A separate special
meeting of shareholders will be scheduled for a future date to
consider the Reorganization.
FGB is a diversified, closed‑end management investment company
that seeks to provide a high level of current income with a
secondary focus on total return. Under normal market conditions,
FGB pursues its investment objectives by investing at least 80% of
its Managed Assets in a portfolio of securities of specialty
finance and other financial companies that Confluence believes
offer attractive opportunities for income and capital appreciation.
“Managed Assets” means the total asset value of FGB minus the sum
of FGB’s liabilities other than the principal amount of borrowings,
if any.
FTA is a federally registered investment advisor and serves as
the investment advisor of FGB. FTA and its affiliate First Trust
Portfolios L.P. (“FTP”), a FINRA registered broker-dealer, are
privately-held companies that provide a variety of investment
services. FTA has collective assets under management or supervision
of approximately $241 billion as of August 31, 2024 through unit
investment trusts, exchange-traded funds, closed-end funds, mutual
funds and separately managed accounts. FTA is the supervisor of the
First Trust unit investment trusts, while FTP is the sponsor. FTP
is also a distributor of mutual fund shares and exchange-traded
fund creation units. FTA and FTP are based in Wheaton,
Illinois.
Confluence serves as FGB’s investment sub-advisor. The
Confluence team has more than 500 years of combined financial
experience and 300 years of portfolio management/research
experience, maintaining a proven track record that dates back to
1994. As of July 31, 2024, Confluence had more than $12.6 billion
in assets under management and advisement.
Additional Information about the Proposed Reorganization and
Where to Find It
This press release is not intended to, and shall not, constitute
an offer to purchase or sell shares of FGB or the new ETF; nor is
this press release intended to solicit a proxy from any shareholder
of FGB. The solicitation of the purchase or sale of securities or
of proxies to effect the Reorganization may only be made by a
final, effective Registration Statement that includes a definitive
Proxy Statement/Prospectus.
This press release references a Registration Statement, which
includes a Proxy Statement/Prospectus, to be filed by FGB and the
new ETF. This Registration Statement has yet to be filed with the
SEC. After the Registration Statement is filed with the SEC, it may
be amended or withdrawn and the Proxy Statement/Prospectus will not
be distributed to shareholders of FGB unless and until the
Registration Statement is declared effective by the SEC.
FGB, the new ETF, FTA, FTP and their respective trustees,
officers and employees, and other persons may be deemed to be
participants in the solicitation of proxies with respect to the
proposed Reorganization. Investors and shareholders may obtain more
detailed information regarding the direct and indirect interests of
FGB’s, the new ETF’s, FTA’s and FTP’s respective directors,
trustees, officers and employees by reading the Proxy
Statement/Prospectus regarding the proposed Reorganization when it
is filed with the SEC.
Investors and security holders of FGB are urged to read the
Proxy Statement/Prospectus and other documents filed with the SEC
carefully in their entirety when they become available because they
will contain important information about the proposed
Reorganization. Investors should consider the investment
objectives, risks, charges and expenses of FGB and the new ETF
carefully. The Proxy Statement/Prospectus will contain information
with respect to the investment objectives, risks, charges and
expenses, and other important information about FGB and the new
ETF. The Proxy Statement/Prospectus will constitute neither an
offer to sell securities, nor will it constitute a solicitation of
an offer to buy securities, in any state where such offer or sale
is not permitted.
Investors may obtain free copies of the Registration Statement
and Proxy Statement/Prospectus and other documents (when they
become available) filed with the SEC at the SEC’s web site at
www.sec.gov. In addition, free copies of the Proxy
Statement/Prospectus and other documents filed with the SEC may
also be obtained after the Registration Statement becomes effective
by calling FTA toll-free at (800) 621-1675.
The information presented is not intended to constitute an
investment recommendation for, or advice to, any specific person.
By providing this information, First Trust is not undertaking to
give advice in any fiduciary capacity within the meaning of ERISA
and the Internal Revenue Code. First Trust has no knowledge of and
has not been provided any information regarding any investor.
Financial advisors must determine whether particular investments
are appropriate for their clients. First Trust believes the
financial advisor is a fiduciary, is capable of evaluating
investment risks independently and is responsible for exercising
independent judgment with respect to its retirement plan
clients.
Forward Looking Statements
Certain statements made in this press release that are not
historical facts are referred to as “forward‑looking statements”
under the U.S. federal securities laws. Actual future results or
occurrences may differ significantly from those anticipated in any
forward‑looking statements due to numerous factors. Generally, the
words “believe,” “expect,” “intend,” “estimate,” “anticipate,”
“project,” “will” and similar expressions identify forward‑looking
statements, which generally are not historical in nature.
Forward‑looking statements are subject to certain risks and
uncertainties that could cause actual results to differ from those
anticipated in any forward-looking statements. You should not place
undue reliance on forward‑looking statements, which speak only as
of the date they are made. FTA, FGB and the new ETF undertake no
responsibility to update publicly or revise any forward‑looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240910945678/en/
Jeff Margolin – (630) 517-7643 Daniel Lindquist – (630) 765-8692
Chris Fallow – (630) 517-7628
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