Filed By First Trust Strategic High Income Fund II
Pursuant to Rule 425 under the Securities Act of 1933,
And deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: First Trust Strategic High Income Fund
Commission File No.: 811-21756
Subject Company: First Trust Strategic High Income Fund III
Commission File No.: 811-21994
PRESS RELEASE SOURCE: First Trust Advisors L.P.
FIRST TRUST STRATEGIC HIGH INCOME FUNDS' BOARDS APPROVE
REORGANIZATION OF THREE FUNDS; REVERSE STOCK SPLIT FOR SURVIVING FUND
WHEATON, IL, - (BUSINESS WIRE) - April 19, 2011 - 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.
It is currently expected that the reorganizations will be concluded in the
third quarter of 2011, subject to requisite shareholder approvals and all
regulatory requirements and customary closing conditions being satisfied. More
information on the proposed reorganizations will be contained in proxy materials
that the Funds anticipate filing in the coming weeks.
Each Fund is a diversified, closed-end management investment company that
seeks to provide a high level of current income. As a secondary objective, each
Fund seeks to provide capital growth. Each Fund pursues these investment
objectives by investing up to 100% of its managed assets in a diversified
portfolio of high income producing securities that the investment sub-advisor
believes offer attractive yield and capital appreciation potential.
FTA, the investment advisor for each Fund, along with its affiliate First
Trust Portfolios L.P., are privately-held companies which provide a variety of
investment services, including asset management, financial advisory services,
and municipal and corporate investment banking, with collective assets under
management or supervision of approximately $48 billion as of March 31, 2011
through closed-end funds, unit investment trusts, mutual funds, separate managed
accounts and exchange-traded funds.
Brookfield Investment Management Inc., the investment sub-advisor for each
Fund, is a global investment advisor focused on specialized equity and fixed
income securities investments. The firm is a subsidiary of Brookfield Asset
Management Inc., a leading global asset manager with over $100 billion in assets
under management as of March 31, 2011 and over 100 years of experience in the
property, power and infrastructure industries. Brookfield Investment Management
Inc. is an SEC registered investment advisor, and with its affiliates had
approximately $23 billion in assets under management as of March 31, 2011.
Headquartered in New York, the firm maintains offices and investment teams in
Chicago, Boston, London, Hong Kong, Sydney and Toronto.
ADDITIONAL INFORMATION ABOUT THE PROPOSED REORGANIZATIONS 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; nor is this press release
intended to solicit a proxy from any shareholder of any of the Funds. The
solicitation of the purchase or sale of securities or of proxies to effect each
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 includes a
Joint Proxy Statement/Prospectus, to be filed by the Funds. That Registration
Statement has yet to be filed with the SEC. After the Registration Statement is
filed with the SEC, it may be amended or withdrawn and the Joint Proxy
Statement/Prospectus will not be distributed to shareholders of the Funds unless
and until the Registration Statement is declared effective by the SEC.
The Funds, FTA, FTP and their respective directors, trustees, officers and
employees, and other persons may be deemed to be participants in the
solicitation of proxies with respect to these proposed reorganizations.
Investors and shareholders may obtain more detailed information regarding the
direct and indirect interests of the Funds', FTA's and FTP's respective
directors, trustees, officers and employees by reading the Joint Proxy
Statement/Prospectus regarding the proposed reorganizations 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 REORGANIZATIONS. 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 calling FTA toll-free at (800) 621-1675.
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 FTA and the Funds
managed by FTA 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. FTA and the Funds managed by FTA undertake no responsibility to
update publicly or revise any forward-looking statements.
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CONTACT: Jeff Margolin - (630) 915-6784
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CONTACT: Jim Dykas - (630) 517-7665
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SOURCE: First Trust Advisors L.P.