S&P 400 MidCap
13.06.2008 20:58:00
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Eaton Vance Announces Granting of No-Action Relief for New Closed-End Fund Liquidity Protected Preferred Shares
Eaton Vance Management, a subsidiary of Eaton Vance Corp. (NYSE: EV),
announced today that the staff of the Securities and Exchange Commission
(the "SEC”) has
granted no-action relief to allow closed-end funds sponsored by Eaton
Vance to offer a new class of security called Liquidity Protected
Preferred ("LPP”)
shares. No-action relief provides assurance that the SEC staff will not
recommend enforcement action against the requester based on the
particular facts and circumstances that apply. Eaton Vance has developed
LPP shares based in part on structuring advice and market intelligence
provided by Merrill Lynch and other closed-end fund market participants.
Eaton Vance believes that LPP shares may provide a cost-effective form
of leverage for its closed-end funds (the "Funds”),
including as a possible replacement for currently outstanding auction
preferred shares ("APS”).
Eaton Vance believes that the granting of no-action relief is an
important step in the development of LPP shares.
Separately, five taxable income Funds sponsored by Eaton Vance have
filed with the SEC a request for exemptive relief from certain
provisions of the Investment Company Act of 1940, as amended (the "1940
Act”), permitting the Funds to incur
additional indebtness for the purpose of redeeming APS. A significant
limitation on the ability of closed-end funds to replace APS with debt
is the requirement under the 1940 Act that a fund must maintain asset
coverage of 300% of outstanding indebtedness, versus a coverage
requirement of 200% with respect to APS and other outstanding senior
securities. In the exemptive request, the Funds have asked that the
lower coverage requirement for senior equity securities be temporarily
applied to indebtedness they incur to redeem APS.
LPP Shares
LPP shares are a new type of preferred equity securities that will pay a
dividend rate that is reset weekly based on a determination of the
market clearing rate by the LPP shares’
designated remarketing agent. It is anticipated that the LPP shares will
receive a long-term preferred stock rating and a short-term debt rating
in one of the two highest rating categories from one or more nationally
recognized statistical rating organizations. Under normal circumstances,
the dividend rate in each remarketing will be set as the lowest rate at
which all LPP shares would be either held or bought after matching up
buy, hold and sell orders. If there is an imbalance of sell orders over
buys, the designated liquidity provider of the LPP shares would be
obligated to purchase all LPP shares not matched with purchase orders at
a price equal to the LPP share liquidation preference, plus accumulated
but unpaid dividends. Different from APS, LPP shares would be supported
by the unconditional purchase obligation of the designated liquidity
provider. It is expected that LPP shares will be eligible for investment
by money market funds (including tax-exempt money market funds for LPP
shares issued by municipal income Funds), opening up a large new market
of potential buyers.
Eaton Vance hopes that the development of a market for LPP shares will
provide a cost-effective new form of leverage for the Funds that will
facilitate redeeming the balance of the Funds’
outstanding APS shares. Eaton Vance is in the process of determining the
best initial application of LPP shares. It is possible that the initial
issuance of LPP shares will not be used to redeem APS, and that
redemption of APS with LPP shares may not occur until after the new
security has been established in the market.
As described in the press release dated May 20, 2008 announcing Eaton
Vance’s filing of a No-Action letter with
respect to LPP shares, Eaton Vance may grant a liquidity provider the
right to put LPP shares it holds to Eaton Vance under certain specified
circumstances (the "EVC Put Agreement”).
The EVC Put Agreement is not expected to be an ongoing feature of the
LPP share arrangements, but rather would be offered for a limited period
only in conjunction with the initial offering of LPP shares by a Fund,
in an amount not to exceed $100 million. Eaton Vance believes that, if
it is required to purchase LPP shares from the liquidity provider, it
would likely only be required to hold such shares for a short period and
would earn returns that exceed Eaton Vance’s
cost of short-term funding. Eaton Vance does not believe that there
should be an ongoing requirement to offer a put right to liquidity
providers once an active market develops for LPP shares.
The issuance of LPP shares by one or more of the Funds is conditional
upon completion of successful negotiation with a remarketing agent and
liquidity provider, approval by the Funds’
Board of Trustees and rating agencies, and successful placement of the
LPP share offering with money market funds and other institutional
investors. There can be no certainty as to when, or if, LPP shares will
be issued or an associated redemption of APS will occur.
Request for Exemptive Relief
As described above, five taxable income Funds have filed a request for
exemptive relief from certain provisions of the 1940 Act to permit them
to incur additional indebtness for the purpose of redeeming APS. In the
exemptive request, the Funds have asked that the 200% coverage
requirement for senior equity securities be temporarily applied to
indebtedness incurred to redeem APS, rather than the 300% coverage
requirement that normally applies to a Fund’s
debt. The higher coverage requirement for debt versus senior equity
means that a Fund may be required to reduce financial leverage to redeem
APS with debt unless the requested relief is granted.
There is no certainty that the SEC will grant the requested exemptive
relief. If such relief is granted, the ability of the Funds to take
advantage is conditional upon completion of successful negotiation with
lenders and approval by the Funds’ Board of
Trustees. There can be no certainty as to when, or if, the relief
requested may be granted or utilized, or an associated redemption of APS
shares will occur.
Auction Preferred Shares
Consistent with patterns in the broader market for auction rate
securities, the 29 Eaton Vance-sponsored closed-end funds with then
outstanding APS of approximately $5.0 billion began experienced
unsuccessful auctions in February of this year, depriving APS holders of
their normal liquidity mechanism. Since then, Eaton Vance has been
working to restore liquidity to the Funds’
APS holders by redeeming outstanding APS at their liquidation preference
amount and to provide alternative leverage to the Funds. To date, the
Funds have redeemed approximately $3.3 billion of APS using replacement
financing consisting of bank and commercial paper facility borrowings
and tender option bonds. None of the Funds has been required to delever
in connection with the refinancing to redeem APS shares. In all cases,
the cost of the replacement leverage is expected, over time, to be lower
than the total cost of APS based on maximum applicable rates that apply
in the event of unsuccessful auctions.
To view a copy of the Funds’ APS redemption
announcements to date, see "press releases”
on the closed-end fund section of Eaton Vance’s
web site, at www.eatonvance.com.
To receive a hard copy of this information, call (800) 225-6265.
Eaton Vance Corp., a Boston based investment management firm, is listed
on the New York Stock Exchange under the symbol EV. Through its
subsidiaries, Eaton Vance Corp. manages funds and separate accounts for
individuals and institutional clients.
This news release contains statements that are not historical facts,
referred to as "forward-looking statements.”
The Company’s actual future results may
differ significantly from those stated in any forward-looking
statements, depending on factors such as changes in securities or
financial markets or general economic conditions, the volume of sales
and repurchases of fund shares, the continuation investment advisory,
administration, distribution and service contracts, and other risks
discussed from time to time in the Company’s
filings with the Securities and Exchange Commission.
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