The board of trustees (the “Board”) of Advent Convertible and
Income Fund (NYSE: AVK) (the “Fund”) has approved the terms of the
issuance of transferable rights (“Rights”) to the holders of the
Fund’s common shares (the “Common Shareholders”) of beneficial
interest, par value $0.001 per share (“Common Shares”), as of the
record date, entitling the holders of those Rights to subscribe for
Common Shares (the “Offer”). The Board, based on the
recommendations and presentations of the Fund’s investment adviser,
Advent Capital Management, LLC (“Advent” or the “Adviser”), and
others, has determined that it is in the best interests of the Fund
and the Common Shareholders to conduct the Offer and thereby to
increase the assets of the Fund available for investment. In making
this determination, the Board considered a number of factors,
including potential benefits and costs. In particular, the Board
considered the Adviser’s belief that the Offer would enable the
Fund to take advantage of existing and future investment
opportunities for convertible securities and non-convertible income
producing securities that may be or may become available,
consistent with the Fund’s investment objective of providing total
return through a combination of capital appreciation and current
income. The Offer also seeks to provide an opportunity to existing
Common Shareholders to purchase Common Shares at a discount to
market price (subject to a sales load).
The record date for the Offer is currently expected to be
September 20, 2024 (the “Record Date”). The Fund will distribute to
Common Shareholders on the Record Date (“Record Date Common
Shareholders”) one Right for each Common Share held on the Record
Date. Common Shareholders will be entitled to purchase one new
Common Share for every three Rights held (1 for 3); however, any
Record Date Common Shareholder who owns fewer than three Common
Shares as of the Record Date will be entitled to subscribe for one
Common Share. Fractional Common Shares will not be issued.
The proposed subscription period will commence on the Record
Date and is currently anticipated to expire on October 17, 2024,
unless extended by the Fund (the “Expiration Date”). Rights may be
exercised at any time during the subscription period. The Rights
are transferable and are expected to be admitted for trading on the
New York Stock Exchange LLC (the “NYSE”) under the symbol “AVK RT”
during the course of the Offer.
The subscription price per Common Share (the “Subscription
Price”) will be determined on the Expiration Date, and will be
equal to 92.5% of the average of the last reported sales price of a
Common Share of the Fund on the NYSE on the Expiration Date and
each of the four (4) immediately preceding trading days (the
“Formula Price”). If, however, the Formula Price is less than 90%
of the Fund’s net asset value per Common Share at the close of
trading on the NYSE on the Expiration Date, the Subscription Price
will be 90% of the Fund’s net asset value per Common Share at the
close of trading on the NYSE on that day. The estimated
Subscription Price has not yet been determined by the Fund.
Record Date Common Shareholders who exercise all of their
primary subscription Rights will be eligible for an
over-subscription privilege entitling Record Date Common
Shareholders to subscribe, subject to certain limitations and
allotment, for any additional Common Shares not purchased pursuant
to the primary subscription.
The Fund has previously declared a regular September monthly
distribution to Common Shareholders payable on September 30, 2024
with a record date of September 13, 2024, which will not be payable
with respect to Common Shares issued pursuant to the Offer.
The Offer will be made only by means of a prospectus supplement
and accompanying prospectus. The Fund expects to mail subscription
certificates evidencing the Rights and a copy of the prospectus
supplement and accompanying prospectus for the Offer to Record Date
Common Shareholders within the United States shortly following the
Record Date. To exercise their Rights, Common Shareholders who hold
their Common Shares through a broker, custodian or trust company
should contact such entity to forward their instructions to either
exercise or sell their Rights on their behalf. Common Shareholders
who do not hold Common Shares through a broker, custodian, or trust
company should forward their instructions to either exercise or
sell their Rights by completing the subscription certificate and
delivering it to the subscription agent for the Offer, together
with their payment, at one of the locations indicated on the
subscription certificate or in the prospectus supplement.
The Fund will pay expenses associated with the Offer which will
be borne indirectly by the Fund’s Common Shareholders.
The Fund reserves the right to modify, postpone or cancel the
rights offering.
Declaration of October Distribution
The Fund announced today that the Fund had declared its regular
monthly distribution for October in an amount of $0.1172 per
share.
The following dates apply to the distribution:
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Record Date: |
October 1, 2024 |
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Ex-Dividend Date: |
October 1, 2024 |
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Payable Date: |
October 31, 2024 |
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A portion of this distribution is estimated to be a return of
capital rather than income. Final determination of the character of
distributions will be made at year-end. The Section 19(a) notice
referenced below provides more information and can be found at
www.guggenheiminvestments.com.
You should not draw any conclusions about the Fund’s investment
performance from the amount of this distribution or from the terms
of the Fund’s Distribution Policy.
Past performance is not indicative of future performance. As of
this announcement, the sources of each fund distribution are
estimates. Distributions may be paid from sources of income other
than ordinary income, such as short-term capital gains, long-term
capital gains or return of capital. Unless otherwise noted, the
distributions above are not anticipated to include a return of
capital. If a distribution consists of something other than
ordinary income, a Section 19(a) notice detailing the anticipated
source(s) of the distribution will be made available. The Section
19(a) notice will be posted to a Fund’s website and to the
Depository Trust & Clearing Corporation so that brokers can
distribute such notices to Shareholders of the Fund. Section 19(a)
notices are provided for informational purposes only and not for
tax reporting purposes. The final determination of the source and
tax characteristics of all distributions will be made after the end
of the year. This information is not legal or tax advice. Consult a
professional regarding your specific legal or tax matters.
The October distribution will not be payable with respect to
Common Shares issued pursuant to the Offer after the record date
for the October distribution.
The information herein is not complete and is subject to
change. A registration statement relating to these securities has
been filed with the SEC but has not yet become effective. The
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes
effective.
This document is not an offer to sell any securities and
is not soliciting an offer to buy any securities in any
jurisdiction where the offer or sale is not permitted. This
document is not an offering, which can only be made by a prospectus
supplement and accompanying prospectus, once the registration
statement has become effective. Investors should consider the
Fund’s investment objectives, risks, charges and expenses carefully
before investing. The Fund’s prospectus supplement and accompanying
prospectus, when available, will contain this and additional
information about the Fund and additional information about the
Offer, and should be read carefully before investing. For further
information regarding the Offer, or to obtain a prospectus
supplement and the accompanying prospectus, when available, please
contact the Fund’s information agent:
EQ Fund Solutions, LLC55 Challenger
Road, Suite 201Ridgefield Park, New Jersey
07660(866) 342-1635
Additional Information About the Fund
The Fund is a diversified, closed-end management investment
company with an investment objective of providing total return
through a combination of capital appreciation and current income.
The Fund seeks to achieve its investment objective by investing,
under normal market conditions, at least 80% of its net assets,
plus any borrowings for investment purposes, in a diversified
portfolio of convertible securities and non-convertible income
producing securities. The Fund’s shares are traded on the New York
Stock Exchange under the symbol “AVK.”
About Advent Capital Management, LLC
Advent is an SEC-registered investment adviser headquartered in
New York, NY. Advent’s investment discipline emphasizes capital
structure research, encompassing equity fundamentals as well as
credit research, with a focus on cash flow and asset values while
seeking to maximize total return.
About Guggenheim Investments
Guggenheim Investments includes Guggenheim Funds Distributors,
LLC (the servicing agent for the Fund). Advent Capital Management,
LLC serves as Adviser for the Fund and is not affiliated with
Guggenheim.
IMPORTANT INFORMATION
This press release contains certain statements that may include
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of
historical fact, included herein are “forward-looking statements.”
Although the Fund and the Adviser believe that the expectations
reflected in these forward-looking statements are reasonable, they
do involve assumptions, risks and uncertainties, and these
expectations may prove to be incorrect. Actual results could differ
materially from those anticipated in these forward-looking
statements as a result of a variety of factors, including those
discussed in the company's reports that are filed with the
Securities and Exchange Commission. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. Other than as required by law,
the Fund and the Adviser do not assume a duty to update this
forward-looking statement.
Contact:
William T. Korver
cefs@guggenheiminvestments.com
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NOT FDIC INSURED |
NO BANK GUARANTEE |
MAY LOSE VALUE |
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