Aberdeen
Income Credit Strategies Fund
Rights
Offering
A
Limited Opportunity for Common Shareholders
Highlights of the Rights Offering
dated June 8, 2021
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Fund
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Aberdeen
Income Credit Strategies Fund (NYSE: ACP) (the “Fund”)
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Subscription
Period
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May
20, 2021 (record date) to June 16, 2021 (expiration date) (unless extended)
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Offering
Type
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Transferrable
rights to subscribe for common shares
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Rights
Symbol
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NYSE:
ACP RT
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Rights
Ratio
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One
common share for every three rights held (1-for-3)
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Ø
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Opportunity
for investors to buy common shares at a discount to market price
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Subscription
Pricing
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Ø
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Subscription
price will be based upon a formula equal to 92.5% of the average of the last reported sales price of a common share on the NYSE on
the expiration date and each of the four immediately preceding trading days (the “Formula Price”). If, however, the Formula
Price is less than 87% of the Fund’s NAV per common share at the close of trading on the NYSE on the expiration date, the subscription
price will be 87% of the Fund’s NAV per common share at the close of trading on the NYSE on that day.
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Ø
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Common
shareholders on the record date will receive one right for each common share owned
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Three
rights are required to purchase one common share at the subscription price
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The
Fund will not issue fractional shares, so record date shareholders holding fewer than three common shares will be entitled to subscribe
for one full common share
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Subscription
Terms
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Ø
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Record
date common shareholders who fully exercise all rights initially issued to them are permitted subscribe for additional common shares
that were not subscribed for by other record date common shareholders at the subscription price (“over-subscription privilege”).
Over-subscription shares may only be acquired if there are unexercised rights. If over-subscription requests exceed the number of
available shares (from unexercised rights), then the available shares will be allocated pro-rata
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Ø
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The
proceeds of the offer are anticipated to be invested in attractive opportunities for enhancement of the Fund’s distributions
and/or net asset value (“NAV”) appreciation potential
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Offering
Rationale
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Ø
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The Fund
will seek to capitalize on market inefficiencies and to reallocate the portfolio to opportunistically emphasize those investments,
geographies and categories of investments believed to be best suited to the current investment environment
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Contact your financial adviser for more information
PLEASE READ THE ACCOMPANYING
PROSPECTUS SUPPLEMENT AND PROSPECTUS FOR MORE INFORMATION.
These
“Highlights of the Rights Offering” supersede the information contained in any previous “Highlights of the Rights
Offering” relating to the Fund’s current rights offering and are qualified in their entirety by reference to the
information included in the accompanying prospectus supplement, dated May 20, 2021, and prospectus, dated April 27, 2021. Investors
should consider the Fund’s investment objectives, strategies, risks, and expenses before investing. The accompanying
prospectus supplement and prospectus contain this and other information about the Fund, including risk factors that should be
carefully considered before participating in the offer. The prospectus supplement and prospectus should be read
carefully before investing. Although the prospectus supplement and prospectus accompany this brochure, you can also request a
prospectus supplement and prospectus, at no charge, by calling the Information Agent at 1-800-561-2871.
(NOT PART OF THE PROSPECTUS)
Aberdeen
Income Credit Strategies Fund (ACP)
WHY
SHOULD I EXERCISE MY RIGHTS?
Ø
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The
Advisers1 Believe that Global High Yield Credit Continues to Offer Attractive
Investment Opportunities
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–
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Lower
rated credit is likely to continue to outperform as economies re-open post COVID-19
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–
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Thoughtful
security selection may allow the Advisers to potentially enhance risk-adjusted investment
portfolio returns over time
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Ø
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The
Advisers Believe that Default Rate Expectations are Low and Falling
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–
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Company
earnings are improving, liquidity profiles are strong, and capital markets are functioning
impressively as demonstrated by the record amounts of year-to-date high yield issuance2
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–
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Leverage
multiples are falling and equity cushions are large coupled with extended debt maturity profiles
and lower cost of debt3
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–
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Compensation
for default risk is elevated by historic standards4
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Issuer-Weighted Default
Rate (%)5
Ø
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The
Advisers Believe the Federal Reserve and European Central Bank (ECB) Policy Continues to
Support Growth
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–
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Dovish
tone of central banks is likely to continue to underpin economic growth; default rates have
been muted by the low interest rate environment globally as borrowers have maintained access
to capital
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|
–
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Investment
grade corporate bond purchases may create a ripple effect that offers higher yielding investment
opportunities
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Federal Reserve Balance
Sheet6
Ø
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The
Advisers Believe that Lower Rated Credit is Relatively Insulated from Rising Interest Rates
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–
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The
Fund has an average portfolio duration exposure of 2.4 years,7 and offers an attractive
distribution rate with limited interest rate sensitivity
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Ø
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Additional
Capital May Allow the Fund to Diversify the Portfolio with New Issues to Help Improve the
Quality of Earnings
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–
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Diversification
will improve downside protection and create a stronger income stream, which the Advisers
believe will also protect the Fund’s distributions
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–
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There
has a been a recent pick up in the amount of lower rated issuance as a percentage of total
issuance
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–
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Emerging
markets are presenting new opportunities for the Fund
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Economic
and market data and projections contained herein are presented for illustrative purposes only and are not reflective of actual or expected
performance of the Fund. The achievement of the projections is subject to numerous risks and uncertainties. Actual economic results may
vary materially from projections contained herein, which may adversely affect the performance of the Fund and the value of your investment.
Notes:
1
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“Advisers”
collectively refers to Aberdeen Asset Managers Limited (“AAML” or the “Adviser”)
and Aberdeen Standard Investments Inc. (“ASI” or the “Sub-Adviser”)
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2
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BofA
Global Research, May 7, 2021
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3
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Credit
Suisse Credit Strategy Daily (HY April Recap), May 3, 2021
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4
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Deutsche
Bank Research, April 27, 2021
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5
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Moody's,
Barclays Research. Data as of March 31, 2021
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6
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Aberdeen
Standard Investments, Haver, December 2020
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7
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As
of March 31, 2021. The Fund has no set policy regarding duration and may invest in credit
obligations of any maturity or duration.
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Aberdeen Income
Credit Strategies Fund (ACP)
ABERDEEN INCOME CREDIT STRATEGIES
FUND – GENERAL OVERVIEW
Ø
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Aberdeen
Income Credit Strategies Fund is a diversified, closed end-management investment company
registered under the Investment Company Act of 1940
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Ø
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The
common shares of the Fund have an aggregate net asset value of ~$202mm and market cap of
~$214mm as of May 17, 2021
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Ø
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The
Fund seeks to emphasize high current income, with a secondary emphasis on capital appreciation,
by investing generally in senior secured floating rate and fixed rate loans and in second
lien or other subordinated loans or debt instruments, including non-stressed and stressed
credit obligations, and related derivatives
|
Ø
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The
Fund seeks to capitalize on market inefficiencies and reallocate the portfolio of the Fund
to opportunistically emphasize those investments, geographies and categories of investments
believed to be best suited to the current investment and interest rate environment and market
outlook
|
Ø
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The
Fund is advised by Aberdeen Asset Managers Limited and Aberdeen Standard Investments, Inc.
which manages ~$625bn in AUM including $160bn in fixed income assets as of December 31, 2020
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Annualized Total Returns (%)1
Notes:
1
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Source:
Morningstar. Data as of March 31, 2021. “Since Last Rights Offering” reflects
annualized total return since settlement date on November 15, 2019. Past performance is no
guarantee of future results. Investment return and net asset value and market price of common
shares will fluctuate so that Common Shares, when sold, may be worth more or less than their
original cost. Current performance may be lower or higher than the performance data quoted.
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2
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Date
as of March 31, 2021. As a percent of Managed Assets of the Fund. “Managed Assets”
are the total assets of the Fund (including any assets attributable to money borrowed for
investment purposes, including proceeds from (and assets subject to) reverse repurchase agreements,
any credit facility and any issuance of preferred shares or notes) minus the sum of the Fund’s
accrued liabilities (other than Fund liabilities incurred for the purpose of leverage). The
Fund’s portfolio is actively managed and the foregoing presents only a “snapshot”
at March 31, 2021. There is no assurance that the composition of the Fund’s portfolio,
either currently or in the future, will resemble the composition of the Fund’s portfolio
at March 31, 2021. The Fund’s current or future portfolio may contain some, all or
none of the referenced sectors or security types in allocations that may be the same, similar
or different from those reflected at March 31, 2021. Past performance and is no guarantee
of future results. Investment return and net asset value and market price of Common Shares
will fluctuate so that Common Shares, when sold, may be worth more or less than their original
cost. Current performance may be lower or higher than the performance data quoted.
|
Aberdeen Income
Credit Strategies Fund (ACP)
HOW
CAN I EXERCISE MY RIGHTS?
To
exercise your rights, contact your broker, custodian or trust officer who can forward your instructions on your behalf. If you do not
have a broker, custodian or trust officer, you should complete the subscription certificate and deliver it to the subscription agent,
together with your payment, at one of the locations indicated on the subscription certificate or in the accompanying prospectus supplement
and prospectus. For more information, contact the Fund’s Information Agent, Georgeson, at 1-800-561-2871. Record date shareholders
that decide not to exercise their rights may sell their rights as discussed below under “May I Sell My Rights?”
MAY
I SELL MY RIGHTS?
Yes.
The rights will be admitted for trading on the NYSE under the symbol “ACP RT.” Contact your broker, custodian or trust officer
who can arrange for the sale of Rights on your behalf. Sellers of Rights through brokers, custodians or trust officers may incur traditional
commissions payable by the seller. If you do not have a broker, custodian or trust officer, indicate your instructions on the subscription
certificate and deliver it to the subscription agent. The rights are expected to trade on the NYSE through June 15, 2021, one business
day prior to the expiration date of the offer, unless extended. The Fund cannot assure record date shareholders that a market for the
rights will develop or that any minimum sale price can be obtained for the rights
PLEASE
READ THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS FOR MORE INFORMATION
These
“Highlights of the Rights Offering” are qualified in their entirety by reference to the information included in the accompanying
prospectus supplement and prospectus. Investors should consider the Fund’s investment objective, risks, and charges and expenses
before investing. The accompanying prospectus supplement and prospectus contains this and other information about the Fund, including
risk factors that should be carefully considered before participating in the offer. The common shares may decline in value or even lose
all of their value. The accompanying prospectus supplement and prospectus should be read carefully before investing.
CERTAIN
RISKS. Investing in the Fund involves risks, including the risk that investors may receive little or no return on their investment
or may lose part or all of their investment. Below is a summary of certain principal risks of investing in the Fund. For a more complete
discussion of the risks of investing in the Fund, see “Risks Relating to the Offer“ in the prospectus supplement and “Risk
Factors” in the prospectus. Investors should consider carefully the following principal risks before investing in the Fund. An
investment in the Fund is subject to investment and market risk, including the possible loss of an investor’s entire investment.
Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to his
or her investment objectives and personal situation and (ii) consider factors such as his or her personal net worth, income, age, risk
tolerance and liquidity needs.
TAXATION.
The Fund has elected to be treated and has qualified, and intends to continue to qualify annually to be treated for U.S. federal
income tax purposes, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986,
as amended. Accordingly, the Fund generally will not pay corporate-level federal income taxes on any net ordinary income or capital gains
that it currently distributes to its common shareholders. To qualify and maintain its qualification as a RIC for U.S. federal income
tax purposes, the Fund must meet specified source-of-income and asset diversification requirements and distribute annually at least 90%
of its net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. See
“U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement and prospectus.
DILUTION
Record date shareholders who do not fully exercise their Rights will, at the completion of the offer, own a smaller proportional
interest in the Fund than owned prior to the offer. The completion of the offer will result in immediate voting dilution for such common
shareholders. Further, both the sales load and the expenses associated with the offer will immediately reduce the net asset value of
each outstanding common share. In addition, if the subscription price is less than the net asset value per common share as of the expiration
date, the completion of this offer will result in an immediate dilution of the net asset value per common share for all existing common
shareholders (i.e., will cause the net asset value per common share of the Fund to decrease). It is anticipated that existing common
shareholders will experience immediate dilution even if they fully exercise their rights. Such dilution is not currently determinable
because it is not known how many common shares will be subscribed for, what the net asset value per common share or market price of the
Fund’s common shares will be on the expiration date or what the subscription price per common share will be. Any such dilution
could be substantial. If the subscription price is substantially less than the current net asset value per common share, this dilution
could be substantial. The Fund will pay expenses associated with the offer, estimated at approximately $2,310,746, in connection with
the offer. In addition, the Fund has agreed to pay a sales load equal to 3.50% of the subscription price per common share for each common
share issued pursuant to the exercise of rights and the over-subscription privilege. The Fund, not investors, pays the sales load, which
is ultimately thus borne by all common shareholders. All of the costs of the offer will be borne by the Fund’s common shareholders.
See “Summary of Fund Expenses” in the accompanying prospectus supplement and prospectus for more information.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements contained herein constitute forward-looking statements. These statements involve known and unknown risks, uncertainties and
other factors that may cause the Fund’s actual results or level of performance to be materially different from any future results
or level of performance expressed or implied by such forward-looking statements. Such factors include, among others, those listed under
“Risk Relating to the Offer” in the prospectus supplement and “Risk Factors” in the prospectus. As a result of
these and other factors, the Fund cannot give you any assurances as to its future results or level of performance, and neither the Fund
nor any other person assumes responsibility for the accuracy and completeness of such statements. The Fund undertakes no obligation to
publicly update or revise any forward-looking statements made herein.
UBS
Securities LLC is acting as Dealer Manager in connection with the Offer
Information
Agent
Georgeson
1-800-561-2871
(NOT
PART OF THE PROSPECTUS)
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