0001445546-17-003307.txt : 20170719 0001445546-17-003307.hdr.sgml : 20170719 20170719165104 ACCESSION NUMBER: 0001445546-17-003307 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170719 DATE AS OF CHANGE: 20170719 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST HIGH INCOME LONG/SHORT FUND CENTRAL INDEX KEY: 0001494530 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87308 FILM NUMBER: 17972723 BUSINESS ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-765-8000 MAIL ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST HIGH INCOME LONG/SHORT FUND CENTRAL INDEX KEY: 0001494530 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-765-8000 MAIL ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 SC TO-I/A 1 fsd_sctoi.txt AMENDMENT TO FORM SC TO-I AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) AMENDMENT NO. 2 FIRST TRUST HIGH INCOME LONG/SHORT FUND (Name of Subject Company (Issuer)) FIRST TRUST HIGH INCOME LONG/SHORT FUND (Name of Filing Person (Issuer)) COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 33738E109 (CUSIP Number of Class of Securities) W. SCOTT JARDINE SECRETARY FIRST TRUST/ABERDEEN GLOBAL OPPORTUNITY INCOME FUND (Name of Subject Company (Issuer)) 120 E. LIBERTY DRIVE, SUITE 400, WHEATON, IL 60187 (800) 621-1675 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s)) With a Copy to: Eric F. Fess Chapman and Cutler LLP 111 West Monroe Street Chicago, Illinois 60603 Telephone: (312) 845-3000 CALCULATION OF FILING FEE --------------------------------------- --------------------------------------- TRANSACTION VALUATION AMOUNT OF FILING FEE --------------------------------------- --------------------------------------- $95,918,974.80 (a) $11,117.01 (b) --------------------------------------- --------------------------------------- (a) The transaction value was calculated by multiplying 5,284,792 Common Shares of First Trust High Income Long/Short Fund by $18.15, the Net Asset Value per share as of the close of ordinary trading on the New York Stock Exchange on June 7, 2017. (b) Calculated at $115.90 per $1,000,000 of the Transaction Valuation. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $11,117.01 Form or Registration No.: Schedule TO Filing Party: FIRST TRUST HIGH INCOME LONG/SHORT FUND Date Filed: June 14, 2017 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] If applicable, check the appropriate box(es) to designate the appropriate provision(s) being relied upon: [ ] Rule 13e-4(i) (Cross-Border Issuer Tender Offer) [ ] Rule 14d-1(d) (Cross-Border Third Party Tender Offer) EXPLANATORY NOTE This Amendment No. 2 ("Amendment No. 2") amends and supplements the Tender Offer Statement on the Schedule TO initially filed with the Securities and Exchange Commission (the "SEC") on June 14, 2017 by First Trust High Income Long/Short Fund, a diversified, closed-end management investment company organized as a Massachusetts business trust (the "Fund"), pursuant to Rule 13e-4 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the Fund's offer to purchase for cash up to 5,284,792 shares of the Fund's issued and outstanding common shares of beneficial interest, par value $0.01 per share, upon the terms and subject to conditions contained in the Offer to Purchase dated June 14, 2017 (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal", which together with the Offer to Purchase and any amendments or supplements to either or both, constitute the "Offer"), at a purchase price equal to 98% of the Fund's net asset value per share ("NAV") determined as of July 14, 2017 at the close of the regular trading session of the New York Stock Exchange, which Offer expired at 5:00 p.m. New York City time on June 13, 2017. This Amendment No. 2 to Schedule TO is intended to satisfy the requirements pursuant to Rule 13e-4(c)(4) of the Exchange Act. The information in the Offer to Purchase and the Letter of Transmittal, previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated by reference into this Amendment No. 2 in answer to Items 1 through 9 and Item 11 of the Schedule TO. ITEM 10. FINANCIAL STATEMENTS. Not applicable. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit: (a)(5)(iv) Press Release dated July 19, 2017. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FIRST TRUST HIGH INCOME LONG/SHORT FUND /s/ James M. Dykas --------------------------------------- James M. Dykas President and Chief Executive Officer July 19, 2017 July 19, 2017 EXHIBIT INDEX EXHIBIT DESCRIPTION (a)(1)(i) Letter to Shareholders from the Chairman of the Board of Trustees of the Fund and Offer to Purchase. (2) (a)(1)(ii) Letter of Transmittal. (2) (a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (2) (a)(1)(iv) Letter to Clients and Client Instruction Form. (2) (a)(1)(v) Notice of Guaranteed Delivery. (2) (a)(1)(vi) Notice of Withdrawal. (2) (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Press Release dated January 20, 2017.(3) (a)(5)(ii) Press Release dated June 14, 2017. (2) (a)(5)(iii) Press Release dated July 13, 2017. (1) (a)(5)(iv) Press Release dated July 19, 2017. (b) Not applicable. (d) Form of Transfer Agency and Service Agreement with BNY Mellon Investment Servicing (U.S.) Inc. (4) (d)(1) Form of Custody Agreement with The Bank of New York Mellon. (4) (d)(2) Form of Investment Management Agreement with First Trust Advisors, L.P. (4) (d)(3) Form of Sub-Advisory Agreement with First Trust Advisors L.P. and MacKay Shields LLC. (4) (e) Not applicable. (g) Not applicable. (h) Not applicable. -------------------------------------------------------------------------------- 1 Previously filed on Schedule TO via EDGAR on July 13, 2017 and incorporated herein by reference. 2 Previously filed on Schedule TO via EDGAR on June 14, 2017 and incorporated herein by reference. 3 Previously filed on Schedule TO via EDGAR on January 20, 2017 and incorporated herein by reference. 4 Previously filed in Pre-Effective Amendment No. 2 on to Registrant's Registration Statement on Form N-2 (File No. 333-168186) on September 27, 2010 and incorporated herein by reference. EX-99 2 exhibit_a5.txt PRESS RELEASE DATED JULY 13, 2017 EXHIBIT (a)(5)(iv) PRESS RELEASE SOURCE: First Trust High Income Long/Short Fund FIRST TRUST HIGH INCOME LONG/SHORT FUND ANNOUNCES FINAL RESULTS OF TENDER OFFER WHEATON, IL - (BUSINESS WIRE) - JULY 19, 2017 - First Trust High Income Long/Short Fund (NYSE: FSD) (the "Fund") today announced the final results of the tender offer it conducted. As previously announced, the Fund conducted a tender offer for up to 15% of its outstanding common shares for cash at a price per share equal to 98% of the net asset value per share as determined as of the close of the regular trading session of the NYSE on July 14, 2017 (the "Valuation Date"). The Fund's tender offer, which expired at 5:00 p.m. New York City time on Thursday, July 13, 2017, was oversubscribed. Since the Fund's tender offer was oversubscribed, the Fund will purchase 15% of its outstanding common shares on a pro-rata basis based on the number of shares properly tendered (Pro-Ration Factor). The final results of the tender offer are provided in the table below.
Number of Number of Purchase Price Outstanding Number of Shares Tendered Shares Pro-Ration (98% of NAV on Shares after Tendered to be Purchased Factor Valuation Date) Tender Offer ------------------ ---------------- ----------- ----------------- ----------------- 12,762,491 5,284,792 41.42% $17.7282 29,947,157
The Fund will purchase the common shares that it has accepted for payment as promptly as practicable. Shareholders who have questions regarding the tender offer should contact their financial advisors or should call Georgeson LLC, the Fund's information agent for the tender offer, at: (866) 203-9357. The Fund is a diversified, closed-end management investment company that seeks to provide current income. The Fund has a secondary objective of capital appreciation. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, a majority of its assets in a diversified portfolio of U.S. and foreign (including emerging markets) high yield corporate fixed-income securities of varying maturities that are rated below-investment grade at the time of purchase. First Trust Advisors L.P., the Fund's investment advisor, along with its affiliate, First Trust Portfolios L.P., are privately-held companies which provide a variety of investment services, including asset management and financial advisory services, with collective assets under management or supervision of approximately $107 billion as of June 30, 2017 through unit investment trusts, exchange-traded funds, closed-end funds, mutual funds and separate managed accounts. MacKay Shields LLC ("MacKay") serves as the Fund's investment sub-advisor. MacKay is an indirect wholly-owned subsidiary of New York Life Insurance Company and a wholly-owned subsidiary of New York Life Investment Management Holdings LLC. MacKay is a multi-product, fixed income investment management firm with approximately $96.7 billion in assets under management as of June 30, 2017. MacKay manages fixed income strategies for high-net worth individuals, institutional clients and mutual funds, including unconstrained bond, global high yield, high yield, high yield active core, municipal high yield, short duration high yield, low volatility high yield, municipal short term, core investment grade, municipal investment grade, core plus, core plus opportunities, convertibles, emerging markets credit, and bank loans. FORWARD-LOOKING STATEMENTS Certain statements made in this press release are forward-looking statements. Actual results or occurrences may differ significantly from those anticipated in any forward-looking statements due to numerous factors. ------------------------------------------------ CONTACT: Jeff Margolin - (630) 765-7643 SOURCE: First Trust High Income Long/Short Fund