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NEW YORK, Oct. 28, 2019 (GLOBE NEWSWIRE) -- 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 Reorganization
Brookfield 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 email@example.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 firstname.lastname@example.org.
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.
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.
Brookfield Global Listed Infrastructure Income Fund Inc.
Brookfield Real Assets Income Fund Inc.
250 Vesey Street, 15th Floor
New York, NY 10281-1023
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.