Pacholder High Yield Fund, Inc. (NYSE MKT: PHF) (the “Fund”)
announced today that it has commenced a cash tender offer to
purchase up to 100% of its outstanding shares of the Auction Rate
Cumulative Preferred Stock, Series W (the “Preferred Shares”) from
holders of the Preferred Shares (the “Preferred Shareholders”) at a
price equal to 95.5% of the liquidation preference of $25,000 per
share (or $23,875 per share), plus any unpaid accrued dividends.
The tender offer will expire at 5:00 p.m., New York City time, on
Wednesday, April 13, 2016, unless extended by the Fund. Tenders of
Preferred Shares must be made on or prior to the expiration of the
tender offer and may be withdrawn at any time prior to the
expiration of the tender offer, in each case, in accordance with
the procedures described in the tender offer materials. The Fund is
currently seeking a credit facility that the Fund intends to use to
finance the tender offer. Among other conditions, the tender offer
is subject to the Fund entering into such a credit facility and the
availability of sufficient funds thereunder to finance the purchase
of the Preferred Shares in the tender offer (the “Financing
Condition”).
Information Regarding the Tender Offer
The Fund has commenced a cash tender offer to purchase up to
100% of its outstanding Preferred Shares at a price equal to 95.5%
of the liquidation preference of $25,000 per share (or $23,875 per
share), plus any unpaid accrued dividends. The tender offer will
expire at 5:00 p.m., New York City time, on Wednesday, April 13,
2016, unless extended by the Fund. Tenders of Preferred Shares must
be made on or prior to the expiration of the tender offer and may
be withdrawn at any time prior to the expiration of the tender
offer, in each case, in accordance with the procedures described in
the tender offer materials.
In addition to the Financing Condition, the tender offer is
conditioned upon at least 80% of the outstanding Preferred Shares
being validly tendered and not withdrawn prior to the expiration of
the tender offer (the “Minimum Condition”). Two substantial
Preferred Shareholders, RiverNorth Capital Management, LLC and its
affiliates and Morgan Stanley & Co. LLC, have provided
commitments to the Fund that they will participate in the tender
offer. These commitments, if honored, will satisfy the Minimum
Condition. The tender offer is also subject to a number of other
conditions specified in the Offer to Purchase. Tendering Preferred
Shareholders may tender all or a portion of their Preferred Shares
and will receive the purchase price in cash, less applicable
withholding taxes, subject to the conditions of the tender offer.
These conditions, tendering instructions, and a complete
explanation of the tender offer’s terms and conditions are
described in the Offer to Purchase, the related Letter of
Transmittal, and other materials relating to the tender offer that
are being distributed to the Preferred Shareholders.
Computershare Inc. and its wholly-owned subsidiary,
Computershare Trust Company, N.A. will serve as the depositary for
the tender offer. Georgeson LLC will serve as information agent for
the tender offer. For more information about the tender offer,
please contact Georgeson LLC at (800) 457-0759.
While the Board of Directors of the Fund (the “Board”) has
authorized the Fund to make the tender offer, neither the Fund, nor
the Board nor J.P. Morgan Investment Management Inc., the
investment adviser for the Fund, makes any recommendation as to
whether to tender or not to tender Preferred Shares in the tender
offer. Nor has the Fund authorized any other person to make any
recommendation. Preferred Shareholders must decide whether to
tender their Preferred Shares and, if so, how many Preferred Shares
to tender. In doing so, Preferred Shareholders should carefully
evaluate all of the information in the tender offer documents
before making any decision with respect to the tender offer and
should consult their own financial and tax advisors.
The discussion of the tender offer contained in this press
release is for informational purposes only and is not an offer to
purchase, nor the solicitation of an offer to sell, any of the
Fund’s Preferred Shares. The offer to purchase and solicitation
of Preferred Shares is being made only pursuant to the Offer to
Purchase, the related Letter of Transmittal, and other related
materials, as they may be amended or supplemented. The Offer to
Purchase, related Letter of Transmittal, and other related
materials are being distributed to the Preferred Shareholders.
Preferred Shareholders should read those materials carefully before
making any decisions with respect to the tender offer because they
contain important information, including instructions on how to
tender the Preferred Shares. The Fund is also filing a Tender Offer
Statement on Schedule TO (the “Tender Offer Statement”) with the
Securities and Exchange Commission (the “SEC”). The Tender Offer
Statement, including the Offer to Purchase, the related Letter of
Transmittal, and other related materials, as well as any amendments
or supplements, will be available to Preferred Shareholders for no
charge on the SEC’s website (www.sec.gov). Preferred Shareholders
may also obtain a copy of these documents, without charge, by
contacting the Fund.
Forward-Looking Statements
This news release includes forward-looking statements. All
statements, other than statements of historical facts, included in
this news release that address activities, events, or developments
that the Fund expects, believes, or anticipates will or may occur
in the future are forward-looking statements. Terminology such as
“will,” “may,” “should,” “expect,” “anticipate,” “plan,” “project,”
“intend,” “estimate,” “believe,” “target,” “continue,” “potential,”
the negative of such terms, or other comparable terminology often
identify forward-looking statements. These statements may involve a
number of risks, uncertainties and other factors that could cause
actual results to differ materially from those in forward-looking
statements, including the performance of financial markets, the
ability of the Fund to enter into a Credit Facility and the
availability of funds under the Fund’s credit facility to purchase
the Preferred Shares, the investment performance of the Fund,
general economic conditions, future acquisitions, competitive
conditions and government regulations, including changes in tax
laws. Except as required by law, the Fund undertakes no obligation
and does not intend to update these forward-looking statements to
reflect events or circumstances occurring after this news release.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
news release. All forward-looking statements are qualified in their
entirety by these cautionary statements.
About Pacholder High Yield Fund, Inc.
Pacholder High Yield Fund, Inc. is a closed-end management
investment company with a leveraged capital structure. The Fund’s
investment objective is to provide a high level of total return
through current income and capital appreciation by investing
primarily in “high yield, high risk” fixed income securities of
domestic companies. The Fund’s investment advisor is J.P. Morgan
Investment Management Inc., an investment management firm
registered with the SEC under the Investment Advisers Act of
1940.
The information presented here is not intended as a
solicitation. New investors cannot purchase shares directly from
the Fund. Common shares are listed on the New York Stock Exchange
MKT, and interested investors should contact their financial
advisor or broker-dealer for more information.
The Fund was organized as a corporation under the laws of
Maryland on August 17, 1988 and has registered with the SEC under
the Investment Company Act of 1940, as amended. The Fund’s
principal office is located at 270 Park Avenue, New York, New York
10017. For more information visit us at www.pacholder.com, or call
1-877-217-9502.
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Pacholder High Yield Fund, Inc.1-877-217-9502
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