Reaves Sustainable Infrastructure Fund (the “Fund”) is a newly organized Delaware statutory trust registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund offers investors the opportunity to achieve a high level of after-tax yield through a professionally managed portfolio. An investment in the Fund may not be appropriate for all investors. We cannot assure you that the Fund will achieve its investment objective.
The Fund is offering [●] common shares of beneficial interest, no par value (“Common Shares”), through a group of underwriters led by [●]. The initial public offering price is $[●] per Common Share. The minimum purchase in this offering is [●] Common Shares ($[●]). The underwriters have been granted an option to purchase up to [●] additional Common Shares to cover over-allotments. W. H. Reaves & Co., Inc., doing business as Reaves Asset Management (“Reaves”), the Fund’s investment adviser has agreed to (i) pay all organizational expenses of the Fund and (ii) pay all offering costs. See “Underwriting.”
Limited Term and Eligible Tender Offer
In accordance with the Fund’s Declaration of Trust (the “Declaration of Trust”), the Fund intends to terminate as of the first business day following the fifteenth anniversary of the effective date of the Fund’s initial registration statement, which the Fund currently expects to occur on or about [●], 2035 (the “Dissolution Date”); provided that the Fund’s Board of Trustees (the “Board”), by a vote of a majority of the Board and seventy-five percent (75%) of the members of the Board who either (i) have been a member of the Board for a period of at least thirty-six months (or since the commencement of the Fund’s operations, if less than thirty-six months) or (ii) were nominated to serve as a member of the Board by a majority of the Continuing Trustees then members of the Board (the “Continuing Trustees”) (a “Board Action Vote”), may, without shareholder approval, extend the Dissolution Date: (i) once for up to one year, and (ii) once for up to an additional six months, to a date up to and including eighteen months after the initial Dissolution Date, which date shall then become the Dissolution Date. In determining whether to extend the Dissolution Date, the Board may consider the inability to sell the Fund’s assets in a timeframe consistent with dissolution due to lack of market liquidity or other extenuating circumstances. Additionally, the Board may determine that market conditions are such that it is reasonable to believe that, with an extension, the Fund’s remaining assets will appreciate and generate income in an amount that, in the aggregate, is meaningful relative to the cost and expense of continuing the operation of the Fund. Each holder of Common Shares (each, a “Common Shareholder”) would be paid a pro rata portion of the Fund’s net assets upon termination of the Fund.
Beginning one year before the Dissolution Date (the “Wind-Down Period”), the Fund may begin liquidating all or a portion of the Fund’s portfolio, and may deviate from its investment policies and may not achieve its investment objective. During the Wind-Down Period (or in anticipation of an Eligible Tender Offer, as defined below), the Fund’s portfolio composition may change as more of its portfolio holdings are called or sold and portfolio holdings are disposed of in anticipation of liquidation. Rather than reinvesting the proceeds of matured, called or sold securities in accordance with the investment program described above, the Fund may invest such proceeds in short term or other lower yielding securities or hold the proceeds in cash, which may adversely affect its performance.
As of a date within twelve months preceding the Dissolution Date, the Board may, by a Board Action Vote, cause the Fund to conduct a tender offer to all Common Shareholders to purchase 100% of the then outstanding Common Shares of the Fund at a price equal to the net asset value (“NAV”) per Common Share on the expiration date of the tender offer (an “Eligible Tender Offer”). The Board has established that the Fund must have at least $100 million of net assets immediately following the completion of an Eligible Tender Offer to ensure the continued viability of the Fund (the “Dissolution Threshold”). In an Eligible Tender Offer, the Fund will offer to purchase all shares held by each shareholder; provided that if the number of properly tendered shares would result in the Fund having aggregate net assets below the Dissolution Threshold, the Eligible Tender Offer will be canceled and no shares will be repurchased pursuant to the Eligible Tender Offer. Instead, the Fund will begin (or continue) liquidating its portfolio and proceed to terminate on or about the Dissolution Date. Regardless of whether the Eligible Tender Offer is completed or canceled, Reaves will pay all costs and expenses associated with the making of an Eligible Tender Offer, other than brokerage and related transaction costs associated with the disposition of portfolio investments in connection with the Eligible Tender Offer, which will be borne by the Fund and its Common Shareholders. The Eligible Tender Offer would be made, and Common Shareholders would be notified thereof, in accordance with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the applicable tender offer rules thereunder (including Rule 13e-4 and Regulation 14E under the 1934 Act). If the number of properly tendered Common Shares would result in the Fund having aggregate net assets greater than or equal to the Dissolution Threshold, all Common Shares properly tendered and not withdrawn will be purchased by the Fund pursuant to the terms of the Eligible Tender Offer. The Fund’s purchase of tendered Common Shares pursuant to a tender offer will have tax consequences for tendering Common Shareholders and may have tax consequences for non-tendering Common Shareholders. In addition, the Fund would continue to be subject to its obligations with respect to its issued and outstanding borrowings, preferred stock or debt securities, if any.
Following the completion of an Eligible Tender Offer, the Board may, by a Board Action Vote, eliminate the Dissolution Date without shareholder approval. In determining whether to eliminate the Dissolution Date, the Board may consider market conditions at such time and all other factors deemed relevant by the Board in consultation with Reaves, taking into account that Reaves may have a potential conflict of interest in recommending to the Board that the limited term structure be eliminated and the Fund have a perpetual existence. In making a decision to eliminate the Dissolution Date to provide for the Fund’s perpetual existence, the Board will take such actions with respect to the continued operations of the Fund as it deems to be in the best interests of the Fund. The Fund is not required to conduct additional tender offers following an Eligible Tender Offer and conversion to a perpetual structure. Therefore, remaining Common Shareholders may not have another opportunity to participate in a tender offer or exchange their Common Shares for the then-existing NAV per share.
All Common Shareholders remaining after a tender offer will be subject to proportionately higher expenses due to the reduction in the Fund’s total assets resulting from payment for the tendered Common Shares. A reduction in net assets, and the corresponding increase in the Fund’s expense ratio, could result in lower returns and put the Fund at a disadvantage relative to its peers and potentially cause the Fund’s Common Shares to trade at a wider discount to NAV than it otherwise would. Such reduction in the Fund’s total assets may also result in less investment flexibility, reduced diversification and greater volatility for the Fund, and may have an adverse effect on the Fund’s investment performance. Moreover, the resulting reduction in the number of outstanding Common Shares could cause the Common Shares to become more thinly traded or otherwise adversely impact the secondary market trading of such Common Shares.
Investment Objectives and Principal Investment Strategies
The Fund will invest in companies that facilitate the transition to clean energy, build and operate communications networks, and aid the supply of clean water. The investment universe is made up of companies deploying capital that raises standards of living and stimulates economic productivity. The Fund’s investment objective is to provide a high level of after-tax yield and total return consisting primarily of tax-advantaged dividend income, interest income and capital appreciation.
Under normal market conditions, the Fund will invest at least 80% of its total assets in common and preferred stocks, debt instruments of foreign and domestic companies, and governments (including agencies) involved to a substantial extent in the infrastructure industry.
For the purpose of the foregoing policy, a company will be deemed to be a sustainable infrastructure company if it is creating current economic benefit through durable, long-lived assets that position future generations for success. The Fund will consider investment in the securities of issuers with respect to their environmental, social responsibility, and governance (“ESG”) practices. Reaves will make its own proprietary assessment of material ESG issues as part of its ongoing research process by answering questions regarding approaches to company, customer, and competition.
Further, to be considered, at least 50% of its assets, gross income, or profits must be committed to or derived from the following infrastructure activities: (i) the generation, transmission or distribution of electricity, gas or water as well as products and infrastructure required to support such services, (ii) communications companies which include fixed line and wireless voice, data and video services; broadband access and support services; and products and infrastructure required to support such services or (iii) other infrastructure operations, such as rail, airports, toll roads and municipal services. In this Prospectus, we sometimes use the terms “communications companies”, “utility companies”, or “other infrastructure companies” to refer to companies providing those respective services. Up to 20% of the Fund’s total assets may be invested in other instruments, including stocks and other equity investments, debt obligations and money market instruments.
Reaves’s Investment Philosophy.
The foundation of Reaves’s Investment Philosophy is grounded in the belief that companies with high barriers to entry and consistent earnings streams and cash flows can provide attractive risk-adjusted returns.
In selecting securities for the Fund’s portfolio, Reaves will focus on equity and debt securities of infrastructure companies that are in Reaves’s view attractively valued and the potential to produce an attractive risk-adjusted total return consisting primary of dividend income and capital appreciation.
Reaves’s approach in selecting the Fund’s investments employs value-based fundamental research. Reaves analysts assess company management and track record, conduct field research with regulators, competitors, customers and suppliers, and consider macro factors affecting the relevant industry. Firm analysts also establish independent estimates of earnings and cash flows and consider various valuation metrics including, as appropriate: (i) price-to-earnings (P/E) ratios; (ii) analysis of historical absolute and relative dividend yield; (iii) price-to-cash-flow ratio; (iv) the ratio of enterprise value to adjusted earnings before interest, tax, depreciation and amortization (EV/EBITDA); (v) dividend discount modeling; and (vi) estimates of NAV. Reaves also considers other factors such as short interest, liquidity, and merger and acquisition attractiveness.
In selecting investments from among companies recommended by the analysts, the portfolio managers also consider positive catalysts that may unlock market value, such as industry consolidation, management and regulatory change, and other developments that may result in future broad market recognition. Many of the considerations that go into analysts’ recommendations and the portfolio managers’ decisions are subjective.
The Fund generally will seek to enhance the level of its cash distributions to Common Shareholders through the use of financial leverage, which may include the borrowing of money (through the issuance of debt securities or otherwise) and the issuance of preferred shares (each a “Leverage Instrument” and collectively, “Leverage Instruments”). Under normal market conditions, the Fund’s policy is to utilize Leverage Instruments in an amount that represents up to 33 1/3% of the Fund’s total assets, including proceeds from such Leverage Instruments (or approximately 25% of the Fund’s net assets). However, based on market conditions at the time, the Fund may use Leverage Instruments in amounts that represent less than 33 1/3% leverage. In addition, based on market conditions at the time, the Fund may use Leverage Instruments in amounts that represent greater than 33 1/3% leverage to the extent permitted by (1) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction or (2) exemptive or other relief or permission from the SEC, SEC staff or other authority. The Fund will not use leverage, however, if Reaves anticipates that it would result in a lower return to Common Shareholders over time. We cannot assure you that the Fund will utilize financial leverage or, if financial leverage is utilized, that it will be successful in enhancing the level of the Fund’s total return. The Fund does not intend to use financial leverage until the proceeds of this offering are substantially invested in accordance with the Fund’s investment objective. The Fund currently anticipates that it will be able to invest the net proceeds of this offering in accordance with the Fund’s investment objective within [30 to 60] days after the completion of this offering, and may thereafter use financial leverage, subject to market conditions. The Fund currently anticipates that leverage will initially be obtained through bank borrowings or similar term loans.
Use of leverage creates an opportunity for increased return for Common Shareholders, but, at the same time, creates special risks (including the likelihood of greater volatility of NAV and market price of the Common Shares), and we cannot assure you that a leveraging strategy will be successful during any period in which it is employed. During periods in which the Fund is using leverage, the fees paid to Reaves for investment advisory services and ALPS for administrative services will be higher than if the Fund did not use leverage because the fees paid will be calculated on the basis of the Fund’s total assets, including proceeds from the issuance of preferred shares and borrowings, if any.
Holders of the Fund’s preferred shares, if any, will be entitled to a pre-determined dollar amount of dividends and a fixed dollar amount upon liquidation of the Fund prior to the payment of any dividends or liquidation amounts to Common Shareholders. As a result, the effect of the additional advisory fees and administrative fees attributable to the increase in total assets resulting from the issuance of preferred shares will be borne entirely by Common Shareholders through a reduction of income available for distribution to Common Shareholders and possibly a reduction in the NAV per Common Share.
Listing and Symbol
The Fund anticipates that its Common Shares will be approved for listing on the NYSE American under the symbol “[●].”
Gundlach once said it makes no sense to launch a new CEF when existing CEFs can be had at juicy discounts. That is certainly not the case now. Also he said it you are going to launch a new CEF it should be something new that isn't already available. I imagine he can check off both of these launch criteria to support his decision to launch now.
FIRST TRUST SKYBRIDGE INCOME FUND COMMON SHARES $20.00 PER SHARE The Fund. First Trust SkyBridge Income Fund (the "Fund") is a newly organized, non-diversified, closed-end management investment company. Investment Objective. The Fund's investment objective is to seek a high level of current income. There can be no assurance that the Fund will achieve its investment objective. Investment Strategies. The Fund will seek to achieve its investment objective by investing in a mix of structured credit and other income-producing instruments in the commercial real estate, residential real estate, corporate credit and consumer credit markets pursuant to the investment strategies of a group of portfolio management companies (each, a "Portfolio Sub-Advisor" and, collectively, the "Portfolio Sub-Advisors") selected by SkyBridge Capital II, LLC (the "Lead Sub-Advisor"). See "The Fund's Investments--Investment Policies and Strategies." Under normal market conditions, the Fund expects to invest its Managed Assets (as defined below) in the following: structured credit instruments backed by both real estate and non-real estate collateral, including commercial mortgage-backed securities, agency and non-agency residential mortgage-backed securities, asset backed securities, collateralized debt obligations and collateralized loan obligations. In addition, the Fund expects to invest, to a lesser extent, in non-structured cash flow generating securities, including direct loans, corporate debt and preferred securities. See "The Fund's Investments--Portfolio Composition." These investments may include instruments of foreign issuers. The Lead Sub-Advisor will allocate management of the Fund's Managed Assets to the Portfolio Sub-Advisors (and their respective investment strategies) in such proportion that it believes will optimize the risk-adjusted return potential of the Fund. The Lead Sub-Advisor will thereafter adjust such allocations from time to time in response to changing market conditions and other considerations. See "The Fund's Investments--Allocation Philosophy and Process." The Lead Sub-Advisor will limit the amount of assets allocated to a single Portfolio Sub-Advisor to no more than 20% of the Fund's Managed Assets. The Fund may invest, directly or indirectly, in instruments of any credit quality, and expects to substantially invest in securities rated below investment grade or securities that are unrated by credit rating agencies. SECURITIES RATED BELOW INVESTMENT GRADE ARE COMMONLY REFERRED TO AS "JUNK" OR "HIGH YIELD" SECURITIES AND ARE CONSIDERED SPECULATIVE WITH RESPECT TO THE ISSUER'S CAPACITY TO PAY INTEREST AND REPAY PRINCIPAL. See "Risks--Credit and Below Investment Grade Securities Risk" and "Risks--Unrated Securities Risk." In addition, the Fund may invest in any level of the capital structure of structured credit instruments, including subordinated or residual tranches and the equity or "first loss" tranches. The Fund also may invest in structured credit instruments that are designed to have leveraged investment exposure to the underlying mortgages or assets. As a result, the Fund's investment strategies may involve speculative techniques and a high degree of risk. An investment in the Fund is not appropriate for all investors. See "Risks" beginning on page . No Prior History. BECAUSE THE FUND IS NEWLY ORGANIZED, ITS COMMON SHARES OF BENEFICIAL INTEREST ("COMMON SHARES") HAVE NO HISTORY OF PUBLIC TRADING. SHARES OF CLOSED-END INVESTMENT COMPANIES FREQUENTLY TRADE AT A DISCOUNT FROM THEIR NET ASSET VALUE. THIS RISK OF LOSS DUE TO THE DISCOUNT MAY BE GREATER FOR INVESTORS EXPECTING TO SELL THEIR COMMON SHARES IN A RELATIVELY SHORT PERIOD OF TIME AFTER COMPLETION OF THE PUBLIC OFFERING. The Fund intends to apply to list its Common Shares on the New York Stock Exchange. The trading or ticker symbol of the Common Shares is expected to be " ." THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT A PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING, AND SHOULD BE RETAINED FOR FUTURE REFERENCE. INVESTING IN THE FUND'S COMMON SHARES INVOLVES CERTAIN RISKS THAT ARE DESCRIBED IN THE "RISKS" SECTION BEGINNING ON PAGE OF THIS PROSPECTUS, INCLUDING THE RISK THAT YOU COULD LOSE SOME OR ALL OF YOUR INVESTMENT. PER SHARE TOTAL (1) --------- --------- Public offering price $20.00 $ Sales load (2) $0.00 $ Proceeds, after expenses, to the Fund $20.00 $ (notes on following page) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The underwriters expect to deliver the Common Shares to purchasers on or about . The date of this prospectus is , . "Managed Assets" means the average daily gross asset value of the Fund (which includes assets attributable to any reverse repurchase agreements, dollar roll transactions, or similar transactions, the principal amount of any borrowings outstanding, and the Fund's preferred shares of beneficial interest ("Preferred Shares"), if any) minus the sum of the Fund's accrued and unpaid dividends on any outstanding Preferred Shares and accrued liabilities (other than liabilities in respect of reverse repurchase agreements, dollar roll transactions, or similar transactions, and the principal amount of any borrowings of money incurred, including commercial paper or notes issued by the Fund). Investment Advisor, Lead Sub-Advisor and Portfolio Sub-Advisors. The Fund's investment adviser is First Trust Advisors L.P. (the "Advisor") and the Fund's sub-adviser is SkyBridge Capital II, LLC. The Lead Sub-Advisor, along with the Portfolio Sub-Advisors of the Fund, will be responsible for the day-to-day management of the Fund's Managed Assets. See "Management of the Fund" in this prospectus and "Investment Advisor, Lead Sub-Advisor and Portfolio Sub-Advisors" in the Fund's Statement of Additional Information (the "SAI"). Limited Term and Eligible Tender Offer. The Fund will terminate on or before , 2032 (the "Termination Date"); provided, that if the Board of Trustees of the Fund (the "Board of Trustees") believes that, under then-current market conditions, it is in the best interests of the Fund to do so, the Fund may extend the Termination Date: (i) once for up to one year (i.e., up to , 2033), and (ii) once for up to an additional six months (i.e., up to ), in each case upon the affirmative vote of a majority of the Board of Trustees and without the approval of the holders of the Common Shares of the Fund (the "Common Shareholders"). In addition, as of a date within twelve months preceding the Termination Date, the Board of Trustees may cause the Fund to conduct a tender offer to all Common Shareholders to purchase Common Shares of the Fund at a price equal to the net asset value ("NAV") per Common Share on the expiration date of the tender offer (an "Eligible Tender Offer"). The Board of Trustees has established that, following an Eligible Tender Offer, the Fund must have at least $ of net assets to ensure the continued viability of the Fund (the "Termination Threshold"). In an Eligible Tender Offer, the Fund will offer to purchase all Common Shares held by each Common Shareholder; provided, that if the number of properly tendered Common Shares would result in the Fund's net assets totaling less than the Termination Threshold, the Eligible Tender Offer will be terminated and no Common Shares will be repurchased pursuant to the Eligible Tender Offer. Instead, the Fund will begin (or continue) liquidating its portfolio and proceed to terminate on or before the Termination Date. Following the completion of an Eligible Tender Offer, the Board of Trustees may eliminate the limited term structure of the Fund upon the affirmative vote of a majority of the Board of Trustees and without the approval of Common Shareholders. The Fund is not a so called "target date" or "life cycle" fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a "target term" fund whose investment objective is to return its original NAV on the termination date. The Fund's investment objective and policies are not designed to seek to return to investors that purchase Common Shares in this offering their initial investment of $20.00 per Common Share on the Termination Date or in an Eligible Tender Offer, and such investors and investors that purchase Common Shares after the completion of this offering may receive more or less than their original investment upon termination or in an Eligible Tender Offer. See "Limited Term and Eligible Tender Offer" and "Risks--Limited Term and Eligible Tender Offer Risk" below. Distributions. The Fund intends to pay quarterly distributions to Common Shareholders out of legally available funds. The Fund expects to declare its initial quarterly distribution approximately to days following the completion of this offering and pay such initial quarterly distribution approximately to days after the completion of this offering, depending on market conditions. There is no assurance the Fund will make this distribution or continue to pay regular distributions or that it will do so at a particular rate. See "Distributions" and "Federal Tax Matters." Use of Leverage. The Fund currently intends to use leverage to seek to achieve its investment objective. The Fund initially anticipates that, under normal market conditions, it will employ leverage through reverse repurchase agreements and/or dollar roll transactions. The Fund also may use borrowings from banks or other financial institutions. The Fund currently expects that the leverage initially obtained through such reverse repurchase agreements, dollar roll transactions and borrowings will represent approximately % of the Fund's Managed Assets. The costs associated with any issuance and use of leverage will be borne by Common Shareholders. The use of leverage is a speculative technique and investors should note that there are special risks and costs associated with the leveraging of the Common Shares. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed. See "Use of Leverage" and "Risks--Leverage Risk."