Enterprising Investor
2 years ago
Highland Income Fund Announces Share Repurchase Program, Changes to Fund Name and Investment Objective (5/16/23)
DALLAS, May 16, 2023 /PRNewswire/ -- The Highland Income Fund (NYSE: HFRO) ("HFRO" or the "Fund") today announced that the Fund's Board of Trustees (the "Board") approved a repurchase program pursuant to which the Fund may repurchase up to $100 million of its stock in open-market transactions over a two-year period.
In conjunction with the repurchase program, the Board approved modifications to the Fund's investment objective. Under the modified investment objective, the Fund will pursue growth of capital along with income. These changes expand the Fund's universe of opportunistic investments and provide flexibility to seek growth of capital along with income opportunities. The Fund will change its name to the Highland Opportunities and Income Fund to reflect the new investment objective.
All changes will take effect on June 15, 2023.
The Fund's strategy will not change materially as a result of the modifications to its investment objective. The Fund will invest directly and indirectly (e.g., through derivatives that are the economic equivalent of direct investments) in the following categories of securities and instruments: (i) investments in securities or other instruments directly or indirectly secured by real estate, including real estate investment trusts ("REITs"), preferred equity, securities convertible into equity securities and mezzanine debt; (ii) other instruments, including, but not limited to, secured and unsecured fixed-rate loans and corporate bonds, distressed securities, mezzanine securities, structured products (including but not limited to mortgage-backed securities, collateralized loan obligations and asset-backed securities), convertible and preferred securities, equities (public and private), and futures and options; and (iii) floating rate loans and other securities deemed to be floating rate investments. With the new investment objective, the Fund may be recategorized within fund classification systems such as Lipper and Morningstar.
The Adviser believes the share repurchase program and the new investment objective will enhance value for HFRO shareholders.
"HFRO has traditionally provided investors with exposure to a variety of securities and instruments that maintain a high level of current income consistent with preservation of capital," said Scott Johnson, the Fund's Portfolio Manager. "Given the current market environment and our long-term investment outlook, we believe investors will benefit from a broader array of opportunistic investments while maintaining a focus on generating income."
The Adviser is implementing other initiatives to help deliver shareholder value and narrow the share price's discount to net asset value. These include enhancing investor communications by adding investor relations personnel and increasing portfolio-level updates. The Adviser plans to deliver these updates by hosting investors calls and publishing commentary on top holdings quarterly. The latest Fund commentary is currently available on the website at nexpointassetmgmt.com/income-fund. The Adviser plans to host its next quarterly call in June.
About the Highland Income Fund
The Highland Income Fund (NYSE: HFRO) is a closed-end fund managed by NexPoint Asset Management, L.P. For more information visit nexpointassetmgmt.com/income-fund/.
About NexPoint Asset Management, L.P.
NexPoint Asset Management, L.P. is an SEC-registered investment adviser. It is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. For more information visit nexpointassetmgmt.com.
https://www.prnewswire.com/news-releases/highland-income-fund-announces-share-repurchase-program-changes-to-fund-name-and-investment-objective-301826694.html
Enterprising Investor
3 years ago
Highland Income Fund (HFRO) Provides Update on MGM Investment (3/18/22)
DALLAS, March 18, 2022 /PRNewswire/ -- The Highland Income Fund (NYSE: HFRO) ("HFRO" or the "Fund") today provided an update on its investment in Metro Goldwyn Mayer, Inc. ("MGM"). On March 17, 2022, Amazon.com Inc. ("Amazon") announced it had closed its previously announced acquisition of MGM. As a result of the deal closing, HFRO received $73,284,758 in cash, reflecting the Fund's direct ownership of MGM shares. The Fund also has indirect investments in MGM through which it is expected to receive approximately $45 million. In total, HFRO is expected to receive more than $118 million in cash from the transaction. Only proceeds from the Fund's direct investment have been received at this time.
"The MGM position has been a material contributor to value creation in HFRO over recent years," said Joe Sowin, HFRO co-portfolio manager. "It was a pleasure to work with MGM management over the lifecycle of the investment and we wish them the best of luck as the newest division at Amazon."
HFRO's initial investment was in MGM's debt, which converted to equity when the company emerged from bankruptcy in 2010. The Fund's average cost was $24.59/share. The position generated a return of nearly 6x the original investment.
About the Highland Income Fund
The Highland Income Fund (NYSE:HFRO) is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. For more information visit www.highlandfunds.com/income-fund/
About Highland Capital Management Fund Advisors, L.P.
Highland Capital Management Fund Advisors, L.P. is an SEC-registered investment adviser. It is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. For more information visit www.highlandfunds.com.
https://www.prnewswire.com/news-releases/highland-income-fund-hfro-provides-update-on-mgm-investment-301506079.html
Enterprising Investor
3 years ago
Highland Income Fund (HFRO) Provides Update on Proposal to Convert the Fund to a Diversified Holding Company (10/13/21)
Adviser Announces Decision to Withdraw Proposals, Outlines Plans for HFRO Under Current Structure
DALLAS, Oct. 13, 2021 (GLOBE NEWSWIRE) -- The Highland Income Fund (NYSE: HFRO) (“HFRO” or the “Fund”), a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. (the “Adviser”), today announced that it has decided to withdraw the proposals to convert the Fund from a registered investment company to a diversified holding company (the “Holding Company”) and to amend certain fundamental investment restrictions. As a result, the Fund has decided to cancel the adjourned special meeting of shareholders (the “Special Meeting”) scheduled for October 15, 2021.
Both the Adviser and the Fund’s Board of Trustees continue to believe that the transition to a diversified holding company provided the best path to increase shareholder value for all shareholders. The Adviser has demonstrated its ability to effectively pursue the Fund’s investment strategy within the existing structure and plans to continue to do so, seeking to deliver outsized total returns and create value for shareholders. Going forward, while disappointed to withdraw the proposals, the Adviser remains committed to continuing to optimize the Fund by pursuing opportunities that draw on its particular expertise and resources and operating in the best interest of the Fund and its shareholders.
Other immediate plans include commencing a $40 million common share buyback over the next six months (up to $7 million per month), bolstering efforts to reduce the discount between the Fund’s market price and net asset value (“NAV”), and increasing shareholder communications to improve the understanding of the Fund’s strategy and current portfolio. The Adviser intends to post a progress report on the buyback to the Fund’s website, which will be updated monthly.
Additionally, the Adviser plans to continue to review the feedback that it received from various shareholders and market participants around the proposals. The Fund will evaluate this feedback and consider implementing recommendations relevant to the current structure as a closed-end fund.
The Adviser appreciates the engagement and support from shareholders throughout the process.
About the Highland Income Fund
The Highland Income Fund (NYSE:HFRO) is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. For more information visit www.highlandfunds.com/income-fund/
About Highland Capital Management Fund Advisors, L.P.
Highland Capital Management Fund Advisors, L.P. is an SEC-registered investment adviser. It is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. For more information visit www.highlandfunds.com.
https://www.globenewswire.com/news-release/2021/10/13/2313863/0/en/Highland-Income-Fund-HFRO-Provides-Update-on-Proposal-to-Convert-the-Fund-to-a-Diversified-Holding-Company.html
Enterprising Investor
3 years ago
Highland Income Fund (HFRO) Announces Adjournment of Special Meeting of Shareholders (8/20/21)
Special Meeting of Shareholders Adjourned to September 24, 2021, to Allow Shareholders to Review Recent Updates to Holding Company Conversion Proposal
DALLAS, Aug. 20, 2021 (GLOBE NEWSWIRE) -- The Highland Income Fund (NYSE: HFRO) (“HFRO” or the “Fund”), a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. (the “Adviser”), today announced that the special meeting of shareholders (“Special Meeting”) held on August 20, 2021 has been adjourned to provide shareholders with additional time to consider the proposal to convert the Fund to a diversified holding company. The Special Meeting will reconvene on September 24, 2021 at 8:30 a.m. CDT.
At the Special Meeting, shareholders are being asked to vote on the proposal to convert the Fund from a registered investment company to a diversified holding company and to amend certain fundamental investment restrictions (collectively, the “Business Change Proposal”), and if the Business Change Proposal is approved, to approve the amendment and restatement of the Fund’s Agreement and Declaration of Trust (together with the Business Change Proposal, the “Proposals”).
Since announcing the conversion, the Adviser has continuously collected feedback from investors, which it has used to refine the Proposals—adding features intended to deliver additional benefits to shareholders. Those include the addition of a tender offer, which was announced on August 13, 2021. Under the terms of the tender offer, the Fund will purchase for cash up to $50 million in aggregate value of Common Shares at a price equal to 95% of the net asset value per Common Share as of the close of business on the business day before the tender offer expires (the “Tender Offer”). The Tender Offer is contingent upon the Fund obtaining shareholder approval of the Proposals.
The Proposals aim to increase shareholder value and better position HFRO in the current and future market environment. The Fund’s Board of Trustees (the “Board”), a majority of the members of which are not interested persons of the Fund, reviewed the Proposals at length, and believes they are in the best interest of shareholders. As such, the Board, even prior to the Tender Offer announcement, unanimously recommended that shareholders vote “FOR” the Proposals. The updates to the Proposals have been well received, and the Adviser expects the Tender Offer to garner further support from HFRO shareholders.
The Adviser created additional materials to reflect the changes to the Proposals and feedback from investors. Those materials, which were filed with the Securities and Exchange Commission (“SEC”), include information on the Tender Offer and updates on the conversion process.
The adjournment of the Special Meeting provides additional time for shareholders to consider the updates made to the Proposals and review all recent materials before submitting their vote.
Voting information, recent materials, and other shareholder resources can be found on the HFRO conversion website at www.hfroconversion.com/resources.
https://www.globenewswire.com/news-release/2021/08/20/2284170/0/en/Highland-Income-Fund-HFRO-Announces-Adjournment-of-Special-Meeting-of-Shareholders.html
Enterprising Investor
3 years ago
Highland Income Fund (HFRO) Receives Approval for Tender Offer as Part of Holding Company Conversion (8/17/21)
Fund’s Board Approves Tender Offer as Supplement to Conversion Proposal.Under Tender Offer, HFRO Will Purchase Up to $50 Million of Common Shares
DALLAS, Aug. 17, 2021 (GLOBE NEWSWIRE) -- The Highland Income Fund (NYSE: HFRO) (“HFRO” or the “Fund”), a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. (the “Adviser”), today announced that it received unanimous approval from the Fund’s Board of Trustees (the “Board”) to conduct a tender offer as a part of its proposal to convert the Fund to a diversified holding company. Under the terms of the tender offer, the Fund will purchase for cash up to $50 million in aggregate value of Common Shares at a price equal to 95% of the net asset value per Common Share as of the close of business on the business day before the tender offer expires (the “Tender Offer”).
The Tender Offer is contingent upon the Fund obtaining shareholder approval of the Proposals (as defined below) at the special meeting of shareholders to be held on August 20, 2021, at 8:30 a.m. CDT (the “Special Meeting”). At the Special Meeting, shareholders are being asked to vote on the proposal to convert the Fund from a registered investment company to a diversified holding company and to amend certain fundamental investment restrictions (collectively, the “Business Change Proposal”), and if the Business Change Proposal is approved, to approve the amendment and restatement of the Fund’s Agreement and Declaration of Trust (together with the Business Change Proposal, the “Proposals”).
Information on the Tender Offer
The Tender Offer aims to provide additional shareholder liquidity during the conversion process, augmenting the existing shareholder support features, including a formulaic 10b5-1 buyback program (the “Company Buyback Program”) and share purchases from management (the “Management Purchase Plan”), among others, which were included in the definitive proxy statement filed on July 9, 2021.
The Tender Offer will be separate from and carried out in addition to the Company Buyback Program and the Management Purchase Plan.
If the Proposals are approved by shareholders at the Special Meeting, the Tender Offer is expected to commence as soon as practicable after the date of shareholder approval of the Proposals, but in any event not later than 60 days after such date.
An amendment to the definitive proxy statement was filed with the Securities Exchange Commission (“SEC”) to reflect the addition of the Tender Offer. Additional information on the Tender Offer can be found on the HFRO conversion website at www.hfroconversion.com, as well as in the proxy amendment and the Tender Offer Statement, which was also filed with the SEC.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Fund. Upon commencement of the Tender Offer, the Fund will file with the SEC a Schedule TO containing an offer to purchase, forms of letters of transmittal and related exhibits. These documents will contain important information about the Tender Offer and Shareholders are urged to read them carefully when they become available. Shareholders may obtain free copies of the Tender Offer Statement 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 Tender Offer Statement and other documents filed with the SEC may also be obtained after the commencement of the Tender Offer by directing a request to the Fund.
Additional Information on the Conversion Proposal
The Proposals aim to increase shareholder value and better position HFRO in the current and future market environment. The Board, a majority of the members of which are not interested persons of the Fund, reviewed the Proposals at length, and believes they are in the best interest of shareholders.
As such, the Board, prior to the Tender Offer announcement, unanimously recommended that shareholders vote “FOR” the Proposals. The Tender Offer further enhances the Proposals and adds to the benefits that the Proposals are expected to provide to shareholders, which were outlined in the July 9 proxy statement and accompanying press release.
The Adviser is pleased with the feedback it has received about the Proposals and the recognition from shareholders of the conversion’s potential to add value and drive long-term growth. The Adviser expects the Tender Offer to garner further support from HFRO shareholders.
---
Proxy Statement
A copy of the definitive proxy statement is available free of charge at www.hfroconversion.com or at the SEC website, www.sec.gov. Shareholders should read the proxy statement carefully because it contains important information. Shareholders should make no decision about the Proposals until reviewing the definitive proxy statement sent to them.
HFRO and its trustees and officers, the Adviser’s and its affiliates’ respective members, trustees, directors, shareholders, officers and employees, Di Costa Partners LLC and other persons may be deemed to be participants in the solicitation of proxies with respect to the Proposals. Shareholders may obtain more detailed information regarding the direct and indirect interests of the foregoing persons by reading the definitive proxy statement filed with the SEC regarding the Proposals.
About the Highland Income Fund
The Highland Income Fund (NYSE:HFRO) is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. For more information visit www.highlandfunds.com/income-fund/
About Highland Capital Management Fund Advisors, L.P.
Highland Capital Management Fund Advisors, L.P. is an SEC-registered investment adviser. It is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. For more information visit www.highlandfunds.com.
https://www.globenewswire.com/news-release/2021/08/17/2281985/0/en/Highland-Income-Fund-HFRO-Receives-Approval-for-Tender-Offer-as-Part-of-Holding-Company-Conversion.html
Enterprising Investor
3 years ago
Highland Income Fund (HFRO) Announces Tender Offer as Part of Holding Company Conversion Proposal (8/13/21)
HFRO to Purchase Up to $50 Million of Common Shares Under Proposed Tender Offer, Files Proxy Amendment Updating Conversion Proposal with Tender Offer Terms.Adviser Provides Additional Information on Conversion and Updates on Proposal
DALLAS, Aug. 13, 2021 (GLOBE NEWSWIRE) -- The Highland Income Fund (NYSE: HFRO) (“HFRO” or the “Fund”), a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. (the “Adviser”), today announced an update to its proposal to convert the Fund to a diversified holding company.
The Adviser has recommended that the Fund’s Board of Trustees (the “Board”) approve a tender offer, which would be carried out in addition to the existing buyback program and other share purchase commitments. Under the proposed tender offer, the Fund will purchase for cash up to $50 million in aggregate value of Common Shares at a price equal to 95% of the net asset value per Common Share as of the close of business on the business day before the tender offer expires (the “Tender Offer”). The Tender Offer will be contingent upon the Fund obtaining shareholder approval of the Proposals at the special meeting of shareholders (the “Special Meeting”), and upon obtaining the Board’s approval for the Tender Offer.
Information on the Tender Offer
The Tender Offer aims to provide additional shareholder liquidity during the conversion process, augmenting the proposal’s existing shareholder support features, including a formulaic 10b5-1 buyback program (the “Company Buyback Program”) and share purchases from management (the “Management Purchase Plan”), among others, which were included in the definitive proxy statement filed on July 9, 2021.
The Tender Offer is contingent upon both Board approval and the Fund obtaining shareholder approval at the Special Meeting, which is scheduled to take place on August 20, 2021, at 8:30 a.m. CDT to consider the conversion. At the Special Meeting, shareholders are being asked to vote on the proposal to convert the Fund to a diversified holding company and to amend certain fundamental investment restrictions (the “Business Change Proposal”), and if approved, to approve the amendment and restatement of the Fund’s Agreement and Declaration of Trust (together with the Business Change Proposal, the “Proposals”).
The Tender Offer will be separate from and carried out in addition to the Company Buyback Program and the Management Purchase Plan.
If the Proposals are approved by shareholders at the Special Meeting, the Tender Offer is expected to commence as soon as practicable after the date of shareholder approval of the Proposals, but in any event not later than 60 days after such date.
An amendment to the definitive proxy statement was filed with the Securities Exchange Commission (“SEC”) to reflect the addition of the Tender Offer. Additional information on the Tender Offer can be found on the HFRO conversion website at www.hfroconversion.com, as well as in the proxy amendment and the Tender Offer Statement, which was also filed with the SEC.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Fund. Upon commencement of the Tender Offer, the Fund will file with the SEC a Schedule TO containing an offer to purchase, forms of letters of transmittal and related exhibits. These documents will contain important information about the Tender Offer and Shareholders are urged to read them carefully when they become available. Shareholders may obtain free copies of the Tender Offer Statement 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 Tender Offer Statement and other documents filed with the SEC may also be obtained after the commencement of the Tender Offer by directing a request to the Fund.
Additional Information on the Conversion Proposal
The Proposals aim to increase shareholder value and better position HFRO in the current and future market environment. The Board, a majority of the members of which are not interested persons of the Fund (the “Independent Trustees”), reviewed the Proposals at length, and believes they are in the best interest of shareholders.
As such, the Board, prior to the Tender Offer announcement, unanimously recommended that shareholders vote “FOR” the Proposals. The Tender Offer further enhances the Proposals and adds to the benefits that the Proposals are expected to provide to shareholders, which were outlined in the July 9 proxy statement and accompanying press release.
In addition to those benefits, the Adviser believes the Proposals have several additional merits that make it the best option for the Fund and its shareholders:
Regulated by the 1934 Act, the holding company structure provides several investor protections and has reporting requirements that the Adviser believes will promote transparency and improve the understanding of the underlying portfolio and long-term strategy.
The holding company structure facilitates the access to and management of the types of positions that have been the Fund’s top performers. The conversion would therefore allow many elements of the current strategy to continue but within a vehicle that is more congruous with those strategy elements.
The Fund recently paid off and terminated a credit facility, which strengthens the Fund’s balance sheet, provides a strong foundation, and offers flexibility to support the portfolio transition and overall conversion process.
The Adviser is pleased with the feedback it has received about the Proposals and the recognition from shareholders of the conversion’s potential to add value and drive long-term growth. The Adviser expects the Tender Offer to garner further support from HFRO shareholders.
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Proxy Statement
A copy of the definitive proxy statement is available free of charge at www.hfroconversion.com or at the SEC website, www.sec.gov. Shareholders should read the proxy statement carefully because it contains important information. Shareholders should make no decision about the Proposals until reviewing the definitive proxy statement sent to them.
HFRO and its trustees and officers, the Adviser’s and its affiliates’ respective members, trustees, directors, shareholders, officers and employees, Di Costa Partners LLC and other persons may be deemed to be participants in the solicitation of proxies with respect to the Proposals. Shareholders may obtain more detailed information regarding the direct and indirect interests of the foregoing persons by reading the definitive proxy statement filed with the SEC regarding the Proposals.
About the Highland Income Fund
The Highland Income Fund (NYSE:HFRO) is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. For more information visit www.highlandfunds.com/income-fund/
About Highland Capital Management Fund Advisors, L.P.
Highland Capital Management Fund Advisors, L.P. is an SEC-registered investment adviser. It is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. For more information visit www.highlandfunds.com.
https://www.globenewswire.com/news-release/2021/08/14/2280716/0/en/Highland-Income-Fund-HFRO-Announces-Tender-Offer-as-Part-of-Holding-Company-Conversion-Proposal.html
Enterprising Investor
3 years ago
Stockholders of Highland Income Fund Urged to Vote Against Conversion to Holding Company (8/10/21)
NEW YORK--(BUSINESS WIRE)--The Coalition of Concerned Stockholders of Highland Income Fund (NYSE: HFRO) today issued the following letter urging all stockholders to vote against the proposed conversion to a holding company.
Dear Fellow Stockholder of Highland Income Fund (HFRO):
After the close of business on June 14, 2021, HFRO announced a plan to change from a registered investment company to a diversified holding company. The next day HFRO’s stock price fell 7.65 % from $11.89 to $10.98 (even though the net asset value (NAV) was only down a penny) and the discount to NAV widened from 13.97% to 20.49%. On June 28 the stock price hit a low of $9.92 and the discount reached almost 28%. I think there are good reasons for investors’ pessimism and consequently good reasons to vote down this ill-advised proposal at the stockholder meeting on August 20.
HFRO’s current structure as a regulated investment company provides important protections for stockholders. Among the many protections that will be lost if the proposed conversion is implemented are: (1) a prohibition on using excessive leverage, (2) a prohibition on secondary offerings that dilute existing stockholders, (3) a prohibition on self-dealing (joint) transactions, (4) the right of stockholders to fire the investment advisor at any time with no penalty, and (5) a requirement that the at least 40% of the trustees must be independent of management.
James Dondero is the “face” of both HFRO and NexPoint Strategic Opportunities Fund (NHF), another closed-end fund. Moreover, all of the trustees of HFRO are also trustees of NHF. One year ago, NHF’s trustees proposed deregistering that fund as an investment company, a proposal they said was intended to increase stockholder value and address NHF’s trading discount. NHF’s stockholders voted to approve the proposal but the results have been very disappointing. NHF currently trades at a discount of almost 40% to its NAV.
Mr. Dondero, the proposed President and CEO of HFRO post-conversion, has a long history contentious litigation. On October 16, 2019, Highland Capital Management, L.P. (“HCMLP”), an investment advisor controlled by Mr. Dondero, filed for Chapter 11 bankruptcy protection. The judge in that case ordered him to stay away from HCMLP’s business during the bankruptcy. On June 7, 2021, the judge found Mr. Dondero in contempt for knowingly violating that court order. The judge also found that he improperly disposed of a company-issued cell phone that may have contained evidence. And just a few days ago, the judge again found Mr. Dondero in contempt of court, this time for violating an order barring him from suing HCLMP’s replacement CEO without the court’s permission.
Rather than voting for a radical change in HFRO’s business which may well result in a lower stock price, I believe there are actions that can be taken that are more likely to enhance stockholder value including the following:
I believe Mr. Dondero’s association with HFRO is the primary reason its shares trade at a large discount to NAV. While litigation is sometimes unavoidable, Mr. Dondero’s frequent and aggressive use of litigation must be distracting. Therefore, HFRO’s current investment advisory agreement with his firm should be terminated and an advisor that will focus on enhancing stockholder value should be hired.
Mr. Dondero has caused a significant percentage of HFRO’s portfolio to consist illiquid hard-to-value assets. Investors tend to assign a large discount to the “fair value” of such assets. Consequently, the new investment advisor should actively seek to monetize HFRO’s illiquid investments and redeploy the capital into liquid income producing securities.
Excess cash from asset sales should also be used to aggressively repurchase HFRO’s common stock when it trades at a wide discount from its NAV.
As Shakespeare famously wrote in Julius Caesar, “The fault, dear Brutus, is not in our stars / But in ourselves, that we are underlings.” In short, there is nothing wrong with HFRO that cannot be fixed by getting rid of Mr. Dondero. If stockholders vote to convert HFRO to a holding company led by Mr. Dondero, they will likely regret it just like many stockholders of NHF probably regret voting to deregister that fund. To send a message to the board that Mr. Dondero must go, I urge you to vote against the proposal to convert HFRO from a registered closed-end fund to a holding company.
IF YOU HAVE ALREADY RETURNED YOUR PROXY CARD AND VOTED FOR CONVERSION, YOU CAN CHANGE YOUR VOTE AT ANY TIME BEFORE THE MEETING. IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR PROXY, PLEASE CALL INVESTORCOM AT 1-877-972-0090.
Contacts
Investor & Media contacts:
Phillip Goldstein
pgoldstein@bulldoginvestors.com
(914) 260-8248
John Grau
InvestorCom
(203) 972-9300
info@investor-com.com
https://www.businesswire.com/news/home/20210810006025/en/
Enterprising Investor
3 years ago
Trial Court Issues Judgment Against Credit Suisse in Case Related to the Highland Income Fund (6/28/21)
Court Enters Judgment on Remand, Awards $121 Million to Claymore Holdings
DALLAS, June 28, 2021 (GLOBE NEWSWIRE) -- The Highland Income Fund (NYSE:HFRO) (“HFRO”), a closed-end investment company managed by Highland Capital Management Fund Advisors, L.P. (the “Adviser”), announced an update in the case against Credit Suisse, AG, Cayman Islands Branch, and Credit Suisse Securities (USA), LLC (“Credit Suisse”).
The 134th Judicial District Court (the “Court”) issued a judgment today against Credit Suisse, awarding $121 million to Claymore Holdings LLC (“Claymore”), the entity formed to pursue the collective claims on behalf of HFRO and the NexPoint Strategic Opportunities Fund (NYSE:NHF)(“NHF”) (together the “Funds”).
The Court entered today’s judgment on remand—a result of the Texas Supreme Court’s April 2020 ruling, which upheld the prior findings that Credit Suisse committed fraud but remanded the case to the trial court to enter a new damages award.
Credit Suisse has thirty days to file for appeal of the judgment, which they are expected to do. The matter will then go to the Dallas Court of Appeals, where Claymore was successful against Credit Suisse in the last round of appeals.
The total aggregate award, which stands at $121 million today, consists of damages and prejudgment interest. The award will continue to accrue interest until the appeals process is exhausted. Any final judgment amount would be reduced by attorney fees and other litigation-related expenses. The net proceeds would then be allocated to the Funds based on respective damages (approximately 82% to HFRO and 18% to NHF). As legal proceedings are ongoing and all recoveries remain contingent, no award amount has been recorded in the Funds’ net asset values at this time.
The Adviser is encouraged by today’s order and pleased to see the lengthy process advance toward a conclusion that recognizes the harm caused to the Funds and their investors.
Background on the Case
The case was originally filed in 2013. Following a bench trial and jury trial, the Court issued its original judgment in favor of Claymore in 2015, which was confirmed by an appellate court in 2018. An appeal of that ruling sent the case to the Texas Supreme Court, which heard the case on January 8, 2020.
On April 24, 2020, the Texas Supreme Court issued an order that affirmed in part and reversed in part the 2018 ruling from the court of appeals. In the April 2020 order, the court upheld the $40 million fraud verdict that resulted from the jury trial; however, it did not uphold the contract damages and equitable relief awarded to Claymore by the trial court following the bench trial.
In its opinion, the Texas Supreme Court noted procedural issues related to the calculation of damages among the reasons for reversing part of the appellate court ruling. It remanded the case to the trial court to determine the appropriate damages calculations and enter a new damages award, resulting in today’s judgment.
The case is Claymore Holdings LLC v. Credit Suisse AG, Cayman Islands Branch et al., case number DC-13-07858, in the 134th District Court in Dallas County, Texas.
About the Highland Income Fund
The Highland Income Fund (NYSE:HFRO) is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P.
For more information visit www.highlandfunds.com/income-fund/
About Highland Capital Management Fund Advisors, L.P.
Highland Capital Management Fund Advisors, L.P. is an SEC-registered investment adviser. It is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund.
For more information visit www.highlandfunds.com.
https://www.globenewswire.com/news-release/2021/06/28/2254366/0/en/Trial-Court-Issues-Judgment-Against-Credit-Suisse-in-Case-Related-to-the-Highland-Income-Fund.html
Enterprising Investor
3 years ago
Highland Income Fund Announces Proposal to Convert Fund to Diversified Holding Company (6/14/21/)
Business Change Intended to Increase Shareholder Value, Provide Potential to Reduce Discount to NAVFund’s Board and Independent Trustees Unanimously Approve Proposal, Recommend Shareholders Vote “FOR” Business Change
DALLAS, June 14, 2021 (GLOBE NEWSWIRE) -- The Highland Income Fund (NYSE: HFRO) (“HFRO” or the “Fund”), a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. (the “Adviser”), today announced the filing of a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) for a special meeting of shareholders (“Special Meeting”) in connection with its proposal to convert the Fund from a registered investment company to a diversified holding company (the “Holding Company”).
The proposal to change the Fund’s business from a registered investment company to a diversified holding company and to amend certain fundamental investment restrictions (the “Business Change Proposal”) aims to increase shareholder value and better position HFRO in the current and future market environment.
The Holding Company would primarily pursue controlling interests—and, to a lesser extent, minority interests—in companies and other assets in four core sectors/focus areas where the Adviser has relevant expertise.1
At the Special Meeting, shareholders are being asked to vote upon the Business Change Proposal and, if approved, to approve the amendment and restatement of the Fund’s Agreement and Declaration of Trust (the “Amendment Proposal” and, together with the Business Change Proposal, the “Proposals”).
Information on the Proposals can be found at www.hfroconversion.com.
The Fund’s Board of Trustees (the “Board”), a majority of the members of which are not interested persons of the Fund (the “Independent Trustees”), reviewed the Proposals at length, and believes they are in the best interest of shareholders.
Adoption of the Business Change Proposal is expected to provide several benefits, including the following:
Potential to provide investors with a superior risk adjusted return compared to public equity, fixed income, and distressed debt markets2;
Better positioning for HFRO in the current and future environment, enabling HFRO to transition to assets away from credit, where high yield spreads are at all-time lows, into those with better growth potential and thus better potential for shareholder returns; and
Potential for HFRO to trade at a premium to book value in line with comparable diversified holding companies, which historically have traded at a premium, while closed-end funds have historically traded at a discount to net asset value (“NAV”).
Additionally, the Business Change Proposal would expand access to the Adviser’s platform, enabling HFRO to pursue opportunities where the Adviser has unique expertise and resources that it can apply to unlock potential value.
As part of the Business Change Proposal, HFRO has committed to a formulaic buyback program supplemented by additional share purchases from management to support the conversion process. HFRO and management will only purchase shares under the buyback programs if the Proposals are approved, subject to certain terms and conditions. Accordingly, there can be no assurance that HFRO or management will purchase any shares under the buyback programs or with respect to the timing or size of such purchases, if any.3
HFRO also intends to maintain the current dividend for common shares through January 31, 2022.
Given the Adviser’s relevant expertise in the proposed Holding Company strategy and the potential for the Business Change Proposal to increase shareholder value, the Board, including the Independent Trustees, unanimously recommends that shareholders vote “FOR” the Proposals. Additional information on the potential benefits of the Business Change Proposal, as well as related risks, and the Adviser’s relevant capabilities is available in the preliminary proxy statement.
Proxy Statement
A copy of the preliminary proxy statement is available free of charge on the SEC’s website at www.sec.gov. The preliminary proxy statement is not complete and is subject to review by the SEC staff and other changes. The Fund expects to file a definitive proxy statement which will then be available free of charge at www.hfroconversion.com or at the SEC website, www.sec.gov. Shareholders should read the preliminary proxy statement and the definitive proxy statement, when it becomes available, carefully because they both contain or will contain important information. Shareholders should make no decision about the Proposals until reviewing the definitive proxy statement sent to them.
HFRO and its trustees and officers, the Adviser’s and its affiliates’ respective members, trustees, directors, shareholders, officers and employees, Di Costa Partners LLC and other persons may be deemed to be participants in the solicitation of proxies with respect to the Proposals. Shareholders may obtain more detailed information regarding the direct and indirect interests of the foregoing persons by reading the preliminary proxy statement filed with the SEC, and the definitive proxy statement to be filed with the SEC, regarding the Proposals.
About the Highland Income Fund
The Highland Income Fund (NYSE:HFRO) is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. For more information visit www.highlandfunds.com/income-fund/
About Highland Capital Management Fund Advisors, L.P.
Highland Capital Management Fund Advisors, L.P. is an SEC-registered investment adviser. It is the adviser to a suite of registered funds, including open-end mutual funds, closed-end funds, and an exchange-traded fund. For more information visit www.highlandfunds.com.
https://www.globenewswire.com/news-release/2021/06/14/2246871/0/en/Highland-Income-Fund-Announces-Proposal-to-Convert-Fund-to-Diversified-Holding-Company.html
Enterprising Investor
5 years ago
Update on the Claymore Holdings LLC v. Credit Suisse AG Case Related to the NexPoint Strategic Opportunities Fund (10/04/19)
October 4, 2019 – The Texas Supreme Court released an order today on the case against Credit Suisse, AG, Cayman Islands Branch, and Credit Suisse Securities (USA), LLC (“Credit Suisse”), which granted a hearing of the case. The case was filed in 2013 by Claymore Holdings LLC, the Highland and NexPoint affiliate (together “Highland”) that pursued the collective claims on behalf of the Highland Income Fund (formerly, Highland Floating Rate Opportunities Fund) (NYSE:HFRO) (“HFRO”) and the NexPoint Strategic Opportunities Fund (NYSE:NHF) (“NHF”) (together the “Funds”).
Per the order, the Texas Supreme Court will review the case at a hearing scheduled for January 8, 2020. While this prolongs the legal process, it does not affect Highland’s conviction in our claims against Credit Suisse or our commitment to recovering damages for investors.
The total aggregate award stands at $393.2 million today; it is comprised of the $287.5 million judgment initially awarded by the trial court and now twice confirmed on appeal, plus $105.7 million in accrued interest. The award will continue to accrue interest in the event that the judgment becomes final.
Any final judgment amount would be reduced by attorney’s fees and other litigation-related expenses. The net proceeds would then be allocated to the Funds based on respective damages (approximately 82% to HFRO and 18% to NHF).
We do not know the exact timing of the Texas Supreme Court’s decision following the January hearing; however, the decision should be issued by the end of the Court’s term in June 2020 at the latest.
We knew this would be a long process but have been committed to recovering damages for our investors since day one.
https://www.nexpointadvisors.com/fund/#1570225678489-54d713aa-8f4e
Enterprising Investor
6 years ago
Highland Floating Rate Opportunities Fund Announces Name Change to Highland Income Fund (3/21/19)
DALLAS, March 20, 2019 /PRNewswire/ -- Highland Floating Rate Opportunities Fund (NYSE: HFRO) (the "Fund") announced today the Fund will change its name to Highland Income Fund, effective May 20, 2019.
The Fund's CUSIP 43010E404 will not change. The Fund's investment objective – to provide a high level of current income consistent with preservation of capital – will also remain the same. The Fund will continue to invest in floating-rate loans and other securities deemed to be floating-rate instruments; however, the Fund will expand its investment strategy and remove the Fund's policy of, under normal circumstances, investing at least 80% of its net assets in such securities (the "80% Policy").
The Fund will pursue its investment objective by investing primarily in the following categories of securities and instruments: (i) floating-rate loans and other securities deemed to be floating-rate investments; (ii) investments in securities or other instruments directly or indirectly secured by real estate (including real estate investment trusts ("REITs"), preferred equity, securities convertible into equity securities and mezzanine debt); and (iii) other instruments, including but not limited to secured and unsecured fixed-rate loans and corporate bonds, distressed securities, mezzanine securities, structured products (including but not limited to mortgage-backed securities, collateralized loan obligations and asset-backed securities), convertible and preferred securities, equities (public and private), and futures and options.
Once effective, the Fund will no longer be required to invest at least 80% of its assets in floating-rate loans and other securities deemed to be floating-rate investments. Highland Capital Management Fund Advisors, L.P., the Fund's investment adviser (the "Adviser"), believes the change will expand the Fund's universe of opportunistic investments and provide additional flexibility when investing outside of floating-rate instruments.
Until the effective date, the Fund will continue to invest in accordance with the 80% Policy. Once the changes take place, the Adviser still expects to invest a significant portion of the Fund's portfolio in floating-rate securities.
About Highland Floating Rate Opportunities Fund
Highland Floating Rate Opportunities Fund (to be renamed Highland Income Fund) is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P., an affiliated adviser of Highland Capital Management, L.P. The Fund seeks to provide a high level of current income consistent with preservation of capital. No assurance can be given that the Fund will achieve its investment objectives.
Investors should consider the investment objectives, risks, charges and expenses of the Highland Floating Rate Opportunities Fund carefully before investing. This and other information can be found in the Fund's prospectus, which may be obtained by calling 1-800-357-9167 or visiting www.highlandfunds.com. Please read the prospectus carefully before you invest.
Shares of closed-end investment companies frequently trade at a discount to net asset value. The price of the Fund's shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below or above net asset value. Past performance does not guarantee future results.
Closed-End Fund Risk: The Fund is a closed-end investment company designed primarily for long-term investors and not as a trading vehicle. No assurance can be given that a shareholder will be able to sell his or her shares on the NYSE when he or she chooses to do so, and no assurance can be given as to the price at which any such sale may be effected.
Credit Risk: The Fund may invest all or substantially all of its assets in Senior Loans or other securities that are rated below investment grade and unrated Senior Loans deemed by Highland to be of comparable quality. Securities rated below investment grade are commonly referred to as "high yield securities" or "junk securities." They are regarded as predominantly speculative with respect to the issuing company's continuing ability to meet principal and interest payments. Non-payment of scheduled interest and/or principal would result in a reduction of income to the Fund, a reduction in the value of the Senior Loan experiencing non-payment and a potential decrease in the NAV of the Fund. Investments in high yield Senior Loans and other securities may result in greater NAV fluctuation than if the Fund did not make such investments.
Senior Loans Risk: The risks associated with senior loans are similar to the risks of below investment grade securities in that they are considered speculative. In addition, as with any debt instrument, senior loans are also generally subject to the risk of price declines and to increases in prevailing interest rates. Senior loans are also subject to the risk that as interest rates rise, the cost of borrowing increases, which may also increase the risk and rate of default. In addition, the interest rates of floating rate loans typically only adjust to changes in short-term interest rates; long term interest rates can vary dramatically from short term interest rates. Therefore, senior loans may not mitigate price declines in a rising long-term interest rate environment.
Real Estate Industry Risk: Issuers principally engaged in real estate industry, including real estate investment trusts, may be subject to risks similar to the risks associated with the direct ownership of real estate, including: (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of financing and (ix) changes in interest rates and leverage.
Illiquidity of Investments Risk: The investments made by the Fund may be illiquid, and consequently the Fund may not be able to sell such investments at prices that reflect the Adviser's assessment of their value or the amount originally paid for such investments by the Fund.
Ongoing Monitoring Risk: On behalf of the several financial institutions, an agent generally will be required to administer and manage the Senior Loans and, with respect to collateralized Senior Loans, to service or monitor the collateral. Financial difficulties of agents can pose a risk to the Fund.
https://www.prnewswire.com/news-releases/highland-floating-rate-opportunities-fund-announces-name-change-to-highland-income-fund-300816124.html
Enterprising Investor
6 years ago
$351 Million Appeals Ruling Entered in Favor of the Highland Floating Rate Opportunities Fund (HFRO) and NexPoint Credit Strategies Fund (NHF) (2/21/18)
Appellate court confirms judgment against Credit Suisse Group AG
DALLAS – February 21, 2018 – Highland Capital Management Fund Advisors, L.P. and NexPoint Advisors, L.P. announce today that the Texas Court of Appeals confirmed an aggregate $351 million award in favor of the Highland Floating Rate Opportunities Fund (NYSE: HFRO) (“HFRO”) and the NexPoint Credit Strategies Fund (NYSE: NHF) (“NHF”, and together with HFRO, the “Funds”). Of this aggregate award, HFRO would receive a total of $289 million ($236.5 million in damages together with an additional $52.5 million in post-judgment interest) and NHF would receive a total of $62.3 million ($51 million in damages together with an additional $11.3 million in post-judgment interest). Each of these amounts remains subject to deduction for applicable attorneys’ fees and other litigation related expenses. The judgment will continue to accrue at 9% simple interest per year until this matter is finally resolved.
“Today’s ruling is a major milestone in our efforts to recover damages for our investors,” said James Dondero, co-founder and president of Highland Capital Management, L.P. “We are pleased the appellate court recognized the harm caused to our investors by Credit Suisse’s fraud and breaches of contract.”
The confirmation by the Texas Court of Appeals remains subject to appeal to the Texas Supreme Court. No assurance can be given that the Funds will be successful if the Texas Supreme Court grants certiorari to hear the case; it is not known when or how much, if any, of these monies the Funds will receive. As a result, in accordance with accounting principles generally accepted in the United States (“GAAP”), this judgment is not currently recorded as an asset of the Funds. We expect the judgment amounts to be recorded as an asset of the Funds if and when the judgment no longer is subject to any further appeal.
The original case is Claymore Holdings LLC v. Credit Suisse AG, 13-07858.
About Highland Capital Management Fund Advisors, L.P. and NexPoint Advisors, L.P.
Highland Capital Management Fund Advisors, L.P. and NexPoint Advisors, L.P. are retail arms of Highland Capital Management, L.P. (“Highland”), an SEC-registered investment adviser that, together with its affiliates, has approximately $14 billion of assets under management. Founded in 1993 by James Dondero and Mark Okada, Highland is one of the largest and most experienced global alternative credit managers. Highland specializes in credit strategies, including credit hedge funds, long-only funds and separate accounts, distressed and special-situation private equity, and collateralized loan obligations (CLOs). Highland also offers alternative investments, including emerging markets, long/short equities, and natural resources. Highland’s diversified client base includes public pension plans, foundations, endowments, corporations, financial institutions, fund of funds, governments, and high net-worth individuals. Highland is headquartered in Dallas, Texas and maintains offices in New York, Buenos Aires, Sao Paolo, Singapore, and Seoul. For more information visit highlandcapital.com.
Highland Floating Rate Opportunities Fund is a closed-end fund managed by Highland Capital Management Fund Advisors, L.P. The Fund invests primarily in senior floating-rate interest securities. No assurance can be given that the Fund will achieve its investment objectives.
NexPoint Credit Strategies Fund is a closed-end fund managed by NexPoint Advisors, L.P. The Fund’s investment objectives are to provide both current income and capital appreciation. The Fund is invested primarily in below investment grade debt and equity securities and has the ability to hedge risk. The Manager attempts to deliver consistent returns in excess of the Dow Jones Credit Suisse Hedge Fund and the HFRX Global Hedge Fund indices in a transparent, registered fund format consistent with monthly dividends. No assurance can be given that the Fund will achieve its investment objectives.
Shares of closed-end investment companies frequently trade at a discount to net asset value. The price of the Fund’s shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below or above net asset value. Past performance does not guarantee future results.
Before investing, you should carefully consider each respective Fund’s investment objectives, risks, charges and expenses. For a copy of a prospectus or summary prospectus which contains this and other information, please visit our website at highlandfunds.com or nexpointadvisors.com. Please read each Fund’s respective prospectus carefully before investing.
Statements in this communication may include forward-looking information and/or may be based on various assumptions. The forward-looking statements and other views or opinions expressed herein are made as of the date of this publication. Actual future results or occurrences may differ significantly from those anticipated and there is no guarantee that any particular outcome will come to pass. The statements made herein are subject to change at any time. Highland disclaims any obligation to update or revise any statements or views expressed herein.
MEDIA CONTACT:
Lucy Bannon
+1 972-419-6272
lbannon@highlandcapital.com
https://www.highlandfunds.com/351-million-appeals-ruling-entered-favor-highland-floating-rate-opportunities-fund-hfro-nexpoint-credit-strategies-fund-nhf/
Note: NexPoint Credit Strategies Fund was renamed NexPoint Strategic Opportunities Fund on 3/14/18.
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