Western Asset High Income Fund II Inc. (NYSE: HIX) (CUSIP: 95766J-10-2) (“HIX” or the “Fund”) announced today the completion of its transferable rights offering (the “Offer”). The Offer expired at 5:00 PM Eastern Time on February 26, 2024 (the “Expiration Date”) and the Rights no longer trade on the New York Stock Exchange (“NYSE”).

Pursuant to the Offer, the Fund issued one transferable right (a “Right”) for each common share of the Fund held by stockholders of record (“Record Date Stockholders”) as of January 29, 2024. Holders of Rights were entitled to purchase shares of common stock by submitting three Rights and the subscription price per share for each share purchased. The subscription price per share is $4.30, which is equal to 90% of the Fund’s net asset value per share of common stock at the close of trading on the NYSE on February 26, 2024.

The Offer is expected to result in the issuance of 22,508,740 shares of common stock (including notices of guaranteed delivery), resulting in anticipated gross proceeds to the Fund of over $96 million. The Offer was oversubscribed. The shares of common stock subscribed for are expected to be issued on or about March 4, 2024, after completion of the allocation of shares, proration of the oversubscription of shares and receipt of all shareholder payments. The Fund will return to subscribing investors the full amount of any excess payments.

The information herein is not complete and is subject to change. This document does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Fund’s securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus supplement and accompanying prospectus. Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The base prospectus contains this and additional information about the Fund, and the prospectus supplement contains this and additional information about the Offer, and should be read carefully before investing. Shares of closed-end investment companies, such as the Fund, frequently trade at a discount from their net asset value. The market price of the Fund’s shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below, or above their net asset value.

Inquiries regarding the Offer should be directed to the Information Agent, Georgeson LLC, at 866-856-2826.

A copy of the Fund’s current report to stockholders may be requested by contacting 1-888-777-0102 or by visiting www.franklintempleton.com/investments/options/closed-end-funds. All investments involve risks, including possible loss of principal. The Fund is actively managed, but there is no guarantee that Western Asset’s investment decisions will produce the desired results. For portfolio management discussions, including information regarding the Fund’s investment strategies, please view the most recent Annual or Semi-Annual Report to Stockholders which can be found at franklintempleton.com or sec.gov.

About Western Asset

Western Asset is one of the world’s leading fixed-income managers with 50 years of experience and $384.5 billion in assets under management (AUM) as of December 31, 2023. With a focus on long-term fundamental value investing that employs a top-down and bottom-up approach, the firm has nine offices around the globe and deep experience across the range of fixed income sectors. Founded in 1971, Western Asset has been recognized for delivering superior levels of client service alongside its approach emphasizing team management and intensive proprietary research, supported by robust risk management. To learn more about Western Asset, please visit www.westernasset.com. Western Asset is an independent specialist investment manager of Franklin Templeton.

About Franklin Templeton

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,400 investment professionals, and offices in major financial markets around the world, the California-based company has over 75 years of investment experience and approximately $1.6 trillion in assets under management as of January 31, 2024. For more information, please visit franklintempleton.com.

Category: Fund Announcement

Source: Franklin Resources, Inc.

Source: Legg Mason Closed End Funds

Investor Contact: Fund Investor Services-1-888-777-0102

Media Contact: Lisa Tibbitts +1 (904) 942-4451 Lisa.Tibbitts@franklintempleton.com

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