PIMCO Closed-End Funds Announce Proposed Reorganizations
30 Aprile 2021 - 4:09AM
PIMCO, one of the world’s premier fixed income investment managers,
has announced that the Board of Trustees of each of PIMCO Dynamic
Credit & Mortgage Income Fund (“PCI”) (NYSE: PCI), PIMCO Income
Opportunity Fund (“PKO”) (NYSE: PKO) and PIMCO Dynamic Income Fund
(“PDI”) (NYSE: PDI) has approved proposals to reorganize each of
PCI and PKO (each, an “Acquired Fund”) into PDI, subject to the
various shareholder approvals and other contingencies described
below.
Each Acquired Fund’s reorganization is subject to approval by
PDI shareholders to issue additional common shares (the “Merger
Shares”) to be distributed to the Acquired Fund’s shareholders. In
addition, the reorganization of PKO into PDI (the “PKO Merger”) is
subject to approval by PKO’s shareholders and contingent on the
consummation of the reorganization of PCI into PDI. Shareholders of
PDI and PKO will be asked to vote on the applicable proposals at a
Special Meeting of Shareholders expected to take place on or about
July 28, 2021 at a time and location to be stated in the proxy
statement/prospectus (the “Shareholder Meeting”). A proxy
statement/prospectus containing information about the meeting and
the proposed reorganizations is expected to be mailed to PDI’s and
each Acquired Fund’s common shareholders of record as of June 10,
2021. No action is needed from shareholders of PCI.
In addition to the reorganizations, the Board of Trustees of PDI
has approved a conditional 0.05% (five basis points) reduction in
the annual management fee rate paid by PDI to Pacific Investment
Management Company LLC (“PIMCO”) from 1.15% to 1.10% of PDI’s
average daily total managed assets effective as of the date of the
closing of the reorganization of PCI into PDI. The fee reduction
is, however, contingent on the consummation of the reorganization
of PCI into PDI, which will require, among other conditions to be
satisfied, approval by PDI shareholders of the issuance of the
Merger Shares as noted above.
PIMCO has agreed to a 75% management fee waiver for PKO that
would be in effect for two months starting on the first date that
both the PKO Merger and the issuance of the Merger Shares have been
approved by PKO and PDI shareholders, respectively.
As noted, the reorganization of PKO into PDI is contingent on
PCI reorganizing into PDI. As a result, it is possible that PKO
will not reorganize into PDI even if shareholders of PKO approve
the reorganization.
Following the reorganizations, PDI will continue to be managed
in accordance with its existing investment objectives and
strategies. PDI seeks current income and capital appreciation by
utilizing a dynamic asset allocation strategy among multiple
sectors of the global credit markets. The proxy
statement/prospectus will include a comparison of, and more
information regarding, PDI’s and each Acquired Fund’s investment
objectives and strategies and other policies.
If the reorganizations are approved, shareholders of PCI and PKO
would each receive common shares of PDI (and cash in lieu of
fractional shares, if any), based on the Acquired Fund’s net asset
value per common share in relation to PDI’s net asset value per
common share at the time of closing.
It is currently expected that the reorganizations will be
completed approximately two to three months after (and in any event
not earlier than two months after) the Shareholder Meeting
(including any adjournments or postponements thereto), subject to
PIMCO’s market outlook and operational considerations, the
shareholder approvals described above and the satisfaction of
applicable regulatory requirements and customary closing
conditions.
Further information regarding the proposals will be contained in
a proxy statement/prospectus to be filed publicly and mailed to
shareholders in the near future.
About PIMCO PIMCO was founded in 1971 in
Newport Beach, California and is one of the world’s premier fixed
income investment managers. Today we have offices across the globe
and 3,000+ professionals united by a single purpose: creating
opportunities for investors in every environment. PIMCO is owned by
Allianz S.E., a leading global diversified financial services
provider.
Registration statements relating to each fund’s common shares
has been filed with, and declared effective by, the Securities and
Exchange Commission (the “SEC”). This press release is not intended
to, and does not, constitute an offer to purchase or sell shares of
the funds; nor is this press release intended to solicit a proxy
from any shareholder of the funds. The solicitation of the purchase
or sale of securities or proxies to effect each reorganization
described herein will only be made by a final, effective
registration statement, which will include a definitive joint proxy
statement/prospectus, after the registration statement is declared
effective by the SEC.
This press release references a joint proxy
statement/prospectus, to be filed by PDI. This joint proxy
statement/prospectus has yet to be filed with the SEC. After the
joint proxy statement/prospectus is filed with the SEC, it may be
amended or withdrawn. The joint proxy statement/prospectus will not
be distributed to shareholders of the funds unless and until it is
declared effective by the SEC.
Investors and shareholders are urged to read the applicable
proxy statement/prospectus and any other relevant documents when
they become available because they will contain important
information about the proposed reorganizations. After it is filed,
free copies of the joint proxy statement/prospectus will be
available on the SEC’s website at www.sec.gov.
Except for the historical information and discussions contained
herein, statements contained in this news release may constitute
forward-looking statements. These statements may involve a number
of risks, uncertainties and other factors that could cause actual
results to differ materially, including the performance of
financial markets, the investment performance of PIMCO's sponsored
investment products and separately managed accounts, general
economic conditions, future acquisitions, competitive conditions
and government regulations, including changes in tax laws. Readers
should carefully consider such factors. Further, any such
forward-looking statements speak only on the date at which such
statements are made. PIMCO undertakes no obligation to update any
forward-looking statements to reflect events or circumstances after
the date of such statement.
This material has been distributed for informational purposes
only and should not be considered as investment advice or a
recommendation of any particular security, strategy or investment
product. No part of this material may be reproduced in any form, or
referred to in any other publication, without express written
permission. PIMCO is a trademark of Allianz Asset Management of
America L.P. in the United States and throughout the world. PIMCO
Investments LLC, 1633 Broadway, New York, NY 10019, is a company of
PIMCO. ©2021, PIMCO.
For information on PIMCO Closed-End Funds:Financial Advisors:
(800) 628-1237Shareholders: (844) 337-4626 or (844) 33-PIMCOPIMCO
Media Relations: (212) 597-1054
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