Kayne Anderson Energy Infrastructure Fund and Kayne Anderson NextGen Energy & Infrastructure Announce Preliminary Results of Election of Merger Consideration
07 Noviembre 2023 - 7:35AM
Kayne Anderson Energy Infrastructure Fund, Inc. (NYSE: KYN) and
Kayne Anderson NextGen Energy & Infrastructure, Inc. (NYSE:
KMF), today announced the preliminary results of the elections made
by KMF stockholders as to the form of merger consideration that
they desire to receive in the merger between KYN and KMF (the
“Merger”).
As previously announced, KMF stockholders had the option to
elect to receive either (i) newly issued common stock of KYN
(“Stock Consideration”) or (ii) cash (“Cash Consideration”) with
such right to elect to receive Cash Consideration subject to the
adjustment and proration procedures set forth in the merger
agreement to ensure that the total number of shares of KMF common
stock converted into the right to receive Cash Consideration does
not exceed 7,079,620 shares (representing 15% of the outstanding
shares of KMF common stock prior to the closing of the Merger). KMF
stockholders whose election materials were not received in proper
form by the exchange agent by 5:00 PM (Eastern Time), on November
6, 2023 (the “Election Deadline”) were deemed to have made an
election to receive Stock Consideration.
Based on the information as of the Election Deadline, the
preliminary merger consideration election results were as
follows:
- Holders of
approximately 25,801,276 shares of KMF common stock, or
approximately 54.7% of the outstanding shares of KMF common stock,
either elected to receive Stock Consideration or were deemed to
have made an election to receive Stock Consideration as a result of
not making a valid election; and
- Holders of
approximately 21,396,186 shares of KMF common stock, or
approximately 45.3% of the outstanding shares of KMF common stock,
elected to receive Cash Consideration.
The foregoing results are preliminary only, and final results
are not expected to be available until following the closing of the
merger. Based on the preliminary results described above, it is
expected that KMF stockholders who elected to receive Cash
Consideration will be subject to proration. After the final merger
consideration election results are determined, the final allocation
and proration of merger consideration will be calculated in
accordance with the terms of the merger agreement.
KMF stockholders are reminded that until the merger is
consummated, you may be unable to trade your shares of KMF common
stock for which a properly completed election form has been
submitted. You will also not be able to change nor revoke any such
election.
Subject to the satisfaction of customary closing conditions, the
Merger is expected to close on November 13, 2023.
This information is provided for general informational purposes
only. It does not constitute, and should not be construed as, tax,
legal, investment, or other professional advice and cannot be used
or relied upon for the purpose of avoiding tax penalties. Investors
should consult their tax adviser or legal counsel for advice and
information concerning their particular situation.
Kayne Anderson Energy Infrastructure Fund, Inc. (NYSE: KYN) is a
non-diversified, closed-end management investment company
registered under the Investment Company Act of 1940, as amended,
whose common stock is traded on the NYSE. KYN’s investment
objective is to provide a high after-tax total return with an
emphasis on making cash distributions to stockholders. KYN intends
to achieve this objective by investing at least 80% of its total
assets in securities of Energy Infrastructure Companies. See
Glossary of Key Terms in KYN’s most recent annual report for a
description of these investment categories and the meaning of
capitalized terms.
Kayne Anderson NextGen Energy & Infrastructure, Inc. (NYSE:
KMF) is a non-diversified, closed-end management investment company
registered under the Investment Company Act of 1940, as amended,
whose common stock is traded on the NYSE. KMF’s investment
objective is to provide a high level of total return with an
emphasis on making cash distributions to its stockholders. KMF
seeks to achieve its investment objective by investing at least 80%
of its total assets in securities of Energy Companies and
Infrastructure Companies. KMF anticipates that the majority of its
investments will consist of investments in “NextGen” companies,
which we define as Energy Companies and Infrastructure Companies
that are meaningfully participating in, or benefiting from, the
Energy Transition. See Glossary of Key Terms in KMF’s most recent
annual report for a description of these investment categories and
the meaning of capitalized terms.
This press release shall not constitute an offer to sell or a
solicitation to buy, nor shall there be any sale of any securities
in any jurisdiction in which such offer or sale is not permitted.
Nothing contained in this press release is intended to recommend
any investment policy or investment strategy or consider any
investor’s specific objectives or circumstances. Before investing,
please consult with your investment, tax, or legal adviser
regarding your individual circumstances.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This
communication contains statements reflecting assumptions,
expectations, projections, intentions, or beliefs about future
events. These and other statements not relating strictly to
historical or current facts constitute forward-looking statements
as defined under the U.S. federal securities laws. Forward-looking
statements involve a variety of risks and uncertainties. These
risks include, but are not limited to, changes in economic and
political conditions; regulatory and legal changes; energy industry
risk; leverage risk; valuation risk; interest rate risk; tax risk;
and other risks discussed in detail in each fund’s filings with the
SEC, available at www.kaynefunds.com or www.sec.gov. Actual events
could differ materially from these statements or from our present
expectations or projections. You should not place undue reliance on
these forward-looking statements, which speak only as of the date
they are made. Kayne Anderson undertakes no obligation to publicly
update or revise any forward-looking statements made herein. There
is no assurance that either fund’s investment objectives will be
attained.
Contact: Investor Relations at 877-657-3863 or
cef@kaynecapital.com
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