ISS Supports Saba Capital’s Nominee at Neuberger Berman Municipal Fund and Neuberger Berman Next Generation Connectivity Fund
06 August 2024 - 5:45AM
Business Wire
Recommends NBH and NBXG Shareholders Vote
FOR the Election of Saba
Nominee Paul Kazarian on the GOLD Proxy Card
Concludes Saba “Has Presented a Compelling Case
for Change” at Both Funds
Saba Capital Management, L.P. (together with certain of its
affiliates, “Saba” or “we”), the largest shareholder of the
Neuberger Berman Municipal Fund (NYSE: NBH) and the Neuberger
Berman Next Generation Connectivity Fund (NYSE: NBXG)
(collectively, the “Funds”), today announced that Institutional
Shareholder Services Inc. (“ISS”) has recommended NBH and NBXG
shareholders elect Saba’s director candidate, Paul Kazarian, to the
Funds’ Boards of Directors (the “Boards”) at the 2024 Joint Annual
Meeting of Shareholders.
In its full report on NBH, ISS affirmed Saba’s case for
boardroom change, citing deficiencies in NBH’s governance,
performance and fees:1
- “… NBH has experienced significant deterioration in [its NAV
discount], and now trades at a wider discount than the peers it
once consistently outperformed.”
- “…NBH delivered negative returns and underperformed both peers
and its benchmark over all measurement periods prior to the public
entrance of the dissident.”
- “Despite delivering below-market performance, NBH has an
above-market expense ratio.”
- “[T]he corporate governance structure provides shareholders
with little reason to have faith in the board.”
- “Dissident nominee Paul Kazarian is independent, has meaningful
CEF experience, and would impart the perspective of a large
shareholder, all of which would be additive at this juncture. As
such, a vote FOR dissident nominee Paul Kazarian on the dissident
GOLD card is warranted.”
In its full report on NBXG, ISS also noted concerns with NBXG’s
performance and its Board’s decision-making:2
- “There are clear concerns in nearly all areas of
performance.”
- “NBXG has generally traded at a NAV discount in excess of 15
percent, and has fared worse than peers over all measurement
periods.”
- “The board's willingness to brazenly ignore the will of
shareholders is just further evidence in support of a case for
change.”
- “[N]ot only is the board classified, but the fund has a
majority vote standard for both uncontested and contested
elections.”
- “[The] fund was not only willing to disenfranchise shareholders
by actively opting into the [Maryland Control Share Acquisition
Act], but is now apparently unwilling to remove ambiguity about the
applicability of the provision.”
Paul Kazarian, Partner and Portfolio Manager of Saba,
commented:
“We are pleased that ISS agrees change is urgently needed in
both NBH and NBXG’s boardrooms. For far too long, these Funds have
delivered underwhelming returns for shareholders while trading at
excessive discounts to NAV. To make matters worse, the Funds’
Boards have demonstrated a consistent disregard for shareholders’
rights by instituting several of the most unacceptable governance
practices. As the Funds’ largest shareholder, we will bring the
necessary ownership mentality and much-needed accountability to the
NBH and NBXG Boards to address the Funds’ persistent trading
discounts and prioritize the best interest of all
shareholders.”
About Saba Capital
Saba Capital Management, L.P. is a global alternative asset
management firm that seeks to deliver superior risk-adjusted
returns for a diverse group of clients. Founded in 2009 by Boaz
Weinstein, Saba is a pioneer of credit relative value strategies
and capital structure arbitrage. Saba is headquartered in New York
City. Learn more at www.sabacapital.com.
_________________________ 1 Permission to quote ISS was neither
sought nor obtained. 2 Permission to quote ISS was neither sought
nor obtained.
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Longacre Square Partners Charlotte Kiaie / Kate Sylvester,
646-386-0091 ckiaie@longacresquare.com /
ksylvester@longacresquare.com
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