Equiniti Trust Company, LLC, the Companys transfer agent, has been retained in connection with the
Offer to act as paying agent and depositary (the Depositary). The Depositary will receive reasonable customary compensation, reimbursement for reasonable
out-of-pocket expenses, and indemnification against certain liabilities and expenses in connection with the Offer, including liabilities under the federal securities
laws. The Purchaser or one of its affiliates will pay all charges and expenses of the Depositary in connection with the Offer.
AST Fund Solutions, LLC,
has been retained in connection with the Offer to act as information agent (the Information Agent). The Information Agent will receive reasonable customary compensation, reimbursement for reasonable
out-of-pocket expenses, and indemnification against certain liabilities and expenses in connection with the Offer, including liabilities under the federal securities
laws. The Purchaser or one of its affiliates will pay all charges and expenses of the Information Agent in connection with the Offer.
Brokers, dealers,
commercial banks, trust companies and other nominees will, upon request, be reimbursed by the Purchaser or one of its affiliates for customary dissemination and handling expenses incurred by them in forwarding the offering material to their
customers. The Purchaser or one of its affiliates will pay or cause to be paid all stock transfer taxes, if any, on the Purchasers purchase of Shares, except as otherwise provided in the instructions included in the Letter of Transmittal.
As part of the Offer, the Purchaser or its respective affiliates, as well as trustees and officers of the Company, or certain employees of and affiliates of
CGCIM, in each case without special compensation therefor, may contact holders of Shares by personal interview, mail, electronic mail, telephone and other methods of electronic communication and may request brokers, dealers, commercial banks, trust
companies and other nominees to forward the Offer materials to beneficial holders of Shares.
ITEM 6. |
INTEREST IN SECURITIES OF THE SUBJECT COMPANY |
Except as otherwise disclosed in this Schedule 14D-9, there have not been any transactions in Shares during the past 60
days, by the Company or any of the Companys trustees or executive officers, any person controlling the Company, any director or executive officer of any corporation or other person ultimately in control of the Company, any associate or
majority-owned subsidiary of the Company or any executive officer or director of any subsidiary of the Company. Based upon information provided or available to us, none of the Companys trustees, officers or affiliates own any Shares, other
than 844,031 Shares that may be deemed to be beneficially owned by CGCIM and certain of its affiliates (including the Purchaser) for purposes of Rule 13(d) under the Securities Exchange Act of 1934, as amended (the Act), as a
result of CGCIMs agreement to execute the Private Purchases (as defined below), which represents approximately 8.1% of all Shares outstanding based on 10,387,863 Shares outstanding as of July 10, 2023. Pursuant to the Saba Voting
Agreement, the Saba Shareholders have agreed to tender their Shares in the Offer.
ITEM 7. |
PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS |
Subject Company Negotiations
Except as otherwise set
forth in this Schedule 14D-9 (including in the exhibits to this Schedule 14D-9) or as incorporated in this Schedule 14D-9 by
reference, the Company is not currently undertaking or engaged in any negotiations in response to the Offer that relate to, or would result in, (i) a tender offer for, or other acquisition of, Shares by the Company, any of its subsidiaries or
any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (iii) any purchase, sale or transfer of a material amount of assets of the Company or
any of its subsidiaries or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization, of the Company.
Except as described above or otherwise set forth in this Schedule 14D-9 (including in the exhibits to this Schedule 14D-9) or as incorporated in this Schedule 14D-9 by reference, there are no transactions, resolutions of the Company Board, agreements in principle or signed
contracts in response to the Offer that relate to, or would result in, one or more of the events referred to in the preceding paragraph.
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