Brookfield Public Securities Group LLC (“Brookfield”) announced
today that the Board of Directors of each of Brookfield Global
Listed Infrastructure Income Fund Inc. (NYSE: INF) and Brookfield
Real Assets Income Fund Inc. (NYSE: RA) (each, a “Fund,” and
together, the “Funds”) have approved the proposed reorganization
(the “Reorganization”) of INF into RA (the “Combined Fund”).
Approval of the
ReorganizationBrookfield recommended to the Board of
Directors of each Fund that INF reorganize into RA. On October 28,
2019, the Board of Directors of each Fund approved the proposed
Reorganization, and believe that the proposed Reorganization is in
the best interests of stockholders of each Fund. Details of the
rationale for the Reorganization are contained in proxy materials
that will be sent to stockholders of each Fund.
In their approval of the Reorganization, the
Board of Directors of each Fund considered, among other things,
each Fund’s investment objective and strategy; performance history
based on net asset value and market price; fees and expenses;
distribution rate and coverage; and share trading volume. From an
INF stockholder’s perspective, the Board of Directors noted that
INF investors, as investors in the Combined Fund, will experience
an increase in distribution rate, improved distribution coverage
from a net investment income (including distributions received from
master limited partnerships (“MLPs”)) perspective based on
Brookfield’s projections, and improved share trading volume. From
an RA stockholder’s perspective, the Board of Directors noted the
importance of stability of RA’s current distribution rate in the
Combined Fund. Brookfield conveyed to the Board that given the
current low interest rate environment, an increased allocation to
equities should support the stability of RA’s current distribution
rate based upon the potential for capital appreciation from
equities. Based on Brookfield’s expectations, RA investors, as
investors in the Combined Fund, will experience improved
distribution coverage potential from a total return perspective
(i.e., net investment income, distributions received from MLPs and
capital appreciation) given the increased allocation to equities.
In addition, the Board of Directors of each Fund considered that
the Reorganization may create improved risk-adjusted returns for
stockholders of each Fund. For INF stockholders, risk-adjusted
returns should improve by moving into the Combined Fund, which is
expected to have lower volatility than INF. Brookfield believes
that improved risk-adjusted returns will be driven by adding high
yield bonds and mortgage-backed securities to the legacy INF
portfolio, which currently consists of infrastructure and MLP
equities. In contrast, relative to RA, the Combined Fund will have
an expected higher total return with slightly more volatility. It
is anticipated that the excess return in the Combined Fund will be
driven by adding higher total returning infrastructure and MLP
equities. As a result, both Funds may experience improved
risk-adjusted returns for the following, albeit different, reasons:
(i) for INF, due to reduced volatility; and (ii) for RA, due to an
increase in total return potential. A joint special
meeting of stockholders of the Funds (the “Special Meeting”) has
been scheduled for Friday, January 31st, 2020, at 8:30 a.m. Eastern
Time, for the purpose of voting on several proposals in connection
with the Reorganization. At the Special Meeting, stockholders of
INF will be asked to approve the Reorganization, and stockholders
of RA will be asked to approve the Fund’s issuance of additional
shares of common stock to effect the proposed Reorganization.
Assuming stockholders of INF approve the
Reorganization and stockholders of RA approve the issuance of
additional shares of common stock, INF will transfer all of its
assets to RA in exchange for shares of common stock of RA, and the
assumption by RA of all the liabilities of INF. Following the
Reorganization, INF will be dissolved and terminated in accordance
with its Articles of Incorporation and Bylaws and the Investment
Company Act of 1940, as amended. Stockholders of INF will receive
newly issued common shares of RA, par value $0.001 per share, the
aggregate net asset value (not the market value) of which will
equal the aggregate net asset value (not the market value) of the
common shares of INF held immediately prior to the Reorganization,
less the costs of the Reorganization (although stockholders may
receive cash for fractional shares).
It is currently expected that the Reorganization
will be completed in the first quarter of 2020, subject to required
stockholder approvals and the satisfaction of applicable regulatory
requirements and other customary closing conditions.
Portfolio Manager Update Call and
Webcast Brookfield will host a webcast for RA on
Wednesday, October 30, 2019, at 4.30 p.m. Eastern Time. Brookfield
will provide an update on the Fund and on general market
conditions. If you have questions that you would like answered on
the conference call, please submit your question(s) in advance of
the call by sending an e-mail to
publicsecurities.enquiries@brookfield.com no later than 4:00 p.m.
Eastern Time on October 29, 2019.
Registration and Webcast Link:
https://edge.media-server.com/mmc/p/rforjdp3. A replay will be
available via this link shortly following the webcast. A transcript
of the call will also be available by calling 855-777-8001 or
emailing publicsecurities.enquiries@brookfield.com.
Additional Information about the
Proposed Reorganization and Where to Find It This press
release is not intended to, and shall not, constitute an offer to
purchase or sell shares of any of the Funds, including Brookfield
Real Assets Income Fund Inc.; nor is this press release intended to
solicit a proxy from any stockholder of either Fund. The
solicitation of the purchase or sale of securities or of proxies to
effect the Reorganization may only be made by a final, effective
Registration Statement, which includes a definitive Joint Proxy
Statement/Prospectus, after the Registration Statement is declared
effective by the Securities and Exchange Commission (“SEC”).
This press release references a Registration
Statement, which will include a Joint Proxy Statement/Prospectus,
to be filed by the Funds. A preliminary Registration Statement will
be filed with the SEC. However, the Registration Statement may be
amended or withdrawn and the Joint Proxy Statement/Prospectus will
not be distributed to stockholders of the Funds unless and until
the Registration Statement is declared effective by the SEC.
The Funds and their respective directors,
officers and employees, and Brookfield Public Securities Group LLC,
and its shareholders, officers and employees and other persons may
be deemed to be participants in the solicitation of proxies with
respect to the proposed Reorganization. Investors and stockholders
may obtain more detailed information regarding the direct and
indirect interests of the Funds' respective directors, officers and
employees, and Brookfield Public Securities Group LLC and its
shareholders, officers and employees and other persons by reading
the Joint Proxy Statement/Prospectus regarding the proposed
Reorganization when it is filed with the SEC.
INVESTORS AND SECURITY HOLDERS OF THE FUNDS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED REORGANIZATION. INVESTORS SHOULD CONSIDER THE
INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE FUNDS
CAREFULLY. THE JOINT PROXY STATEMENT/PROSPECTUS WILL CONTAIN
INFORMATION WITH RESPECT TO THE INVESTMENT OBJECTIVES, RISKS,
CHARGES AND EXPENSES OF THE FUNDS AND OTHER IMPORTANT INFORMATION
ABOUT THE FUNDS. The Joint Proxy Statement/Prospectus will
constitute neither an offer to sell securities, nor will it
constitute a solicitation of an offer to buy securities, in any
state where such offer or sale is not permitted.
Investors may obtain free copies of the
Registration Statement and Joint Proxy Statement/Prospectus and
other documents (when they become available) filed with the SEC at
the SEC's web site at www.sec.gov. In addition, free copies of the
Joint Proxy Statement/Prospectus and other documents filed with the
SEC may also be obtained after the Registration Statement becomes
effective by directing a request to Brookfield Public Securities
Group LLC at (855) 777-8001. In addition, subsequent communications
with respect to the Reorganization will be made via public press
release such as this one and/or posted on www.brookfield.com.
Forward-Looking Statements
Certain statements made in this news release that are not
historical facts are referred to as "forward-looking statements"
under the U.S. federal securities laws. Actual future results or
occurrences may differ significantly from those anticipated in any
forward-looking statements due to numerous factors. Generally, the
words "believe," "expect," "intend," "estimate," "anticipate,"
"project," "will" and similar expressions identify forward-looking
statements, which generally are not historical in nature.
Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ from the
historical experience of Brookfield Public Securities Group LLC and
the Funds managed by Brookfield Public Securities Group LLC and its
present expectations or projections. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. Brookfield Public Securities Group LLC and the
Funds managed by Brookfield Public Securities Group LLC undertake
no responsibility to update publicly or revise any forward-looking
statements.
Brookfield Public Securities Group LLC (“PSG”)
is an SEC-registered investment adviser that represents the Public
Securities platform of Brookfield Asset Management Inc., providing
global listed real assets strategies including real estate
equities, infrastructure equities, energy infrastructure equities,
multi-strategy real asset solutions and real asset debt. With more
than $19 billion of assets under management as of September 30,
2019, PSG manages separate accounts, registered funds and
opportunistic strategies for financial institutions, public and
private pension plans, insurance companies, endowments and
foundations, sovereign wealth funds and individual investors. PSG
is a wholly-owned subsidiary of Brookfield Asset Management Inc., a
leading global alternative asset manager with over $500 billion of
assets under management as of September 30, 2019. For more
information, go to www.brookfield.com.
Brookfield Global Listed Infrastructure Income
Fund Inc. and Brookfield Real Assets Income Fund Inc. are managed
by Brookfield Public Securities Group LLC. The Funds use their
websites as a channel of distribution of material company
information. Financial and other material information regarding the
Funds is routinely posted on and accessible at
www.brookfield.com.
COMPANY CONTACTBrookfield
Global Listed Infrastructure Income Fund Inc.Brookfield Real Assets
Income Fund Inc.
Brookfield Place250 Vesey Street, 15th FloorNew
York, NY 10281-1023(855)
777-8001publicsecurities.enquiries@brookfield.com
Investing involves risk; principal loss
is possible. Past performance is not a guarantee of future
results.
Quasar Distributors, LLC, provides filing
administration for Brookfield Global Listed Infrastructure Income
Fund Inc. and Brookfield Real Assets Income Fund Inc.
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