Additional Proxy Soliciting Materials (definitive) (defa14a)
June 22 2020 - 5:26PM
Edgar (US Regulatory)
SCHEDULE 14A
(Rule 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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WESTERN ASSET HIGH INCOME FUND II INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by the registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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WESTERN ASSET HIGH INCOME
FUND II INC.
ANNOUNCES PLAN FOR TENDER
OFFER
NEW YORK (BUSINESS
WIRE) June 22, 2020. Western Asset High Income Fund II Inc. (NYSE: HIX) announced today that the Funds Board of Directors has authorized (subject to certain conditions) a cash
tender offer for up to 35% of the Funds outstanding shares of common stock (the Shares) at a price per Share equal to 99.5% of the Funds net asset value per Share as of the business day immediately following the expiration
date of the tender offer. The commencement of the tender offer will be announced at a later date. The tender offer will not expire prior to November 13, 2020, or such later date as determined by the Funds board of directors. The Fund will
repurchase Shares tendered and accepted in the tender offer in exchange for cash. In the event the tender offer is oversubscribed, Shares will be repurchased on a pro rata basis.
The commencement of the tender offer is pursuant to an agreement between the Fund and Saba Capital Management, L.P. (Saba) and
certain associated parties (the Settlement Agreement). During the effective period of the Settlement Agreement, Saba has agreed to (1) be bound by the terms of the Settlement Agreement, including certain standstill covenants, and
(2) vote its Shares on all proposals submitted to shareholders in accordance with the recommendation of the Funds board of directors. The Fund has been advised that Saba will file a copy of the Settlement Agreement with the U.S.
Securities and Exchange Commission (SEC) as an exhibit to its Schedule 13D.
The Fund has not commenced the tender offer
described in this release. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of the Fund and the above statements are not intended to constitute an offer to participate in any tender offer.
Information about the tender offer, including its commencement, will be provided by future public announcements. Shareholders will be notified in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the Investment
Company Act of 1940, as amended, either by publication or mailing or both. The tender offer will be made only by an offer to purchase, a related letter of transmittal, and other documents to be filed with the SEC. Shareholders of the Fund should
read the offer to purchase and tender offer statement and related exhibits when those documents are filed and become available, as they will contain important information about the tender offer. These and other filed documents will be available to
investors for free both at the website of the SEC and from the Fund. There can be no assurance that any Share repurchases will reduce or eliminate the discount of the Funds market price per Share to the Funds net asset value per Share.
Western Asset High Income Fund II Inc., a diversified, closed-end management investment company,
is managed by Legg Mason Partners Fund Advisor, LLC, a wholly-owned subsidiary of Legg Mason, Inc. and is sub-advised by Western Asset Management Company, LLC, an affiliate of the investment manager.
This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within
the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on each Funds current plans and expectations, and are
subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and
uncertainties are contained in each Funds filings with the SEC.
For more information about the Fund, please call Investor
Relations: 1-888-777-0102, or consult each Funds web site at www.lmcef.com. The information contained on each Funds
web site is not part of this press release. Hard copies of each Funds complete audited financial statements are available free of charge upon request.
Category: Fund Announcement
Media Contact: Fund Investor
Services-1-888-777-0102
Source: Legg Mason, Inc.
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