20.05.2008 13:27:00
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Eaton Vance Announces Plan for Creation of New Closed-End Fund Liquidity Protected Preferred Shares and Filing of No-Action Letter
Eaton Vance Management, a subsidiary of Eaton Vance Corp. (NYSE: EV),
announced today that it is developing a new class of securities for
issuance by closed-end funds under its sponsorship, termed Liquidity
Protected Preferred ("LPP”)
shares, and has filed a No-Action letter with the Securities and
Exchange Commission ("SEC”)
addressing various securities law issues associated with the proposed
LPP shares. No-Action letters seek assurance from the SEC staff that the
staff would not recommend enforcement action against the requester based
on the facts and representations described in the letter. If the request
for no action relief is granted, Eaton Vance believes that LPP shares
may provide a cost-effective form of leverage for its closed-end funds
(the "Funds”),
including as a replacement for currently outstanding auction preferred
shares ("APS”).
As currently conceived, LPP shares are preferred equity securities that
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 would 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.
In order to encourage participation of potential liquidity providers,
Eaton Vance may provide a liquidity provider with 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 expected 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.
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 experiencing
unsuccessful auctions of their APS in mid-February. Since then, Eaton
Vance has been working with other market participants to restore
liquidity to APS holders and to provide alternative sources of leverage
to the Funds. The Funds have redeemed approximately $3.1 billion of APS
to date and have announced plans to redeem an additional approximately
$200 million of APS by May 27, 2008. Replacement financing has been
provided through bank and commercial paper facility borrowings and the
creation of tender option bonds by certain municipal income Funds. None
of the Funds has been required to sell portfolio securities in
connection with the refinancing to redeem APS. 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.
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. Eaton Vance is in the process of determining the best
method of testing the LPP share concept. 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 proven to work effectively as a new financing vehicle.
In addition to the requested no-action relief from the SEC, 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.
Conference Call
A conference call to discuss the proposed new LPP shares and other
recent closed-end fund developments will take place at 11:00 a.m. EDT on
Wednesday, May 28, 2008. To listen to the call, dial 1-888-562-3356 and
use the following access code: 48673244. To submit a question to be
addressed on the conference call, please send in advance of the call to CEFQuestions@eatonvance.com.
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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