First Trust Advisors L.P. (“FTA”) announced today that the Boards of Trustees of First Trust Strategic High Income Fund (NYSE: FHI), First Trust Strategic High Income Fund II (NYSE: FHY) and First Trust Strategic High Income Fund III (NYSE: FHO), closed-end funds (each a “Fund”) managed by FTA, approved the reorganization of each of FHI and FHO, with FHY. FHY will be being the surviving Fund.
Under the terms of the proposed reorganizations, which are expected to be tax-free, the assets of FHI and FHO will be transferred to, and the liabilities of FHI and FHO will be assumed by, FHY in exchange for shares of FHY. The FHY shares would then be distributed to FHI and FHO shareholders and the separate existence of FHI and FHO would cease. The reorganizations are subject to certain conditions, including that each reorganization be approved by the shareholders of FHI and FHO, respectively, and that the shareholders of FHY approve the issuance of additional FHY shares in connection with the reorganizations. The consummation of the reorganizations of each of FHI and FHO are not conditioned on the approval of the shareholders of the other Fund. If a reorganization occurs, each transaction would occur based on the relative net asset values of FHI, FHO and FHY.
FTA also announced today that the Board of Trustees of FHY approved a 1-for-3 reverse stock split, which is expected to be completed upon the consummation of one or both of the reorganizations, as applicable. FHY’s shares would trade on a split-adjusted basis under a new CUSIP number at that time. The reverse stock split will result in every three outstanding shares being converted into one share, thereby reducing the number of FHY shares outstanding prior to the reorganizations. Fractional shares will be issued in the reverse stock split. Once the reverse stock split is complete, each FHY shareholder’s account will reflect fewer shares with a higher net asset value and market price per share.