UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES
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Investment Company Act file number: | | 811-22632 |
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Exact name of registrant as specified in charter: | | PGIM High Yield Bond Fund, Inc. |
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Address of principal executive offices: | | 655 Broad Street, 17th Floor Newark, New Jersey 07102 |
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Name and address of agent for service: | | Andrew R. French 655 Broad Street, 17th Floor Newark, New Jersey 07102 |
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Registrant’s telephone number, including area code: | | 800-225-1852 |
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Date of fiscal year end: | | 5/31/2019 |
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Date of reporting period: | | 5/31/2019 |
Item 1 – Reports to Stockholders
PGIM HIGH YIELD BOND FUND, INC.
(Formerly known as PGIM Short Duration High Yield Fund, Inc.)
ANNUAL REPORT
MAY 31, 2019
COMING SOON: PAPERLESS SHAREHOLDER REPORTS
Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (pgiminvestments.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank).
You may elect to receive all future reports in paper free of charge. You should contact your financial intermediary or follow instructions included with this notice to elect to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account.
To enroll in e-delivery, go to pgiminvestments.com/edelivery
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Objective: High level of current income |
Highlights(unaudited)
• | | Security selection in the telecom, retailers & restaurants, and media & entertainment industries were the primary driver of the Fund’s returns. Positions in Sprint Corp., PetSmart Inc., Dish Network Corp., and Wind Tre all contributed to performance. |
• | | Industry selection within upstream energy, telecom, and cable & satellite also boosted performance. |
• | | Security selection in the midstream energy, electric utilities, and consumernon-cyclical industries hindered results. Positions in Alta Mesa Resources Inc., Rite Aid Corp., and Ferrellgas Partners all detracted from performance. |
• | | Despite benefitting from strong issue selection within the sector, industry allocation was negative in retailers & restaurants, as it was in the consumernon-cyclical and transportation & environmental services industries. |
The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.
PGIM Fixed Income is a unit of PGIM, Inc. (PGIM), a registered investment adviser. PGIM is a Prudential Financial Company.© 2019 Prudential Financial, Inc. and its related entities. PGIM and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.
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2 | | Visit our website at pgiminvestments.com |
Table of Contents
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PGIM High Yield Bond Fund, Inc. | | | 3 | |
This Page Intentionally Left Blank
Letter from the President
Dear Shareholder:
We hope you find the annual report for the PGIM High Yield Bond Fund, Inc. informative and useful. The report covers performance for the12-month period that ended May 31, 2019.
Global economic performance diverged during the reporting period. In the US, growth remained healthy with strong corporate profits and rising employment. The Federal Reserve hiked interest rate targets three times during the period, based on a strengthening labor market and rising economic activity. Growth in many other regions weakened. China showed signs of slowing amid trade tensions with the US, and turmoil grew in Great Britain as it negotiated an exit from the European Union.
Despite the growing US economy, volatility returned to the equity markets during the period. After corporate tax cuts and regulatory reforms helped boost US stocks early in the period, equities declined significantly at the end of 2018 on concerns about China’s economy, a potential global trade war, higher interest rates, and worries that profit growth might slow. Stocks reversed course early in 2019, rising sharply after the Fed moderated its position on additional rate hikes for the remainder of the year. For the period overall, equities rose in US markets but fell in both developed foreign markets and emerging markets.
The overall US bond market posted healthy returns during the period, led by high yield corporate, municipal, and investment-grade corporate bonds. Globally, bonds in developed markets fell slightly, but emerging markets debt denominated in hard currencies delivered solid gains. A major trend during the period was the flattening of the US Treasury yield curve, as the yield on fixed income investments with shorter maturities rose and made them more attractive to investors.
Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.
At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is atop-10 global investment manager with more than $1 trillion in assets under management. This investment expertise allows us to deliver actively managed funds and strategies to meet the needs of investors around the globe.
Thank you for choosing our family of funds.
Sincerely,
Stuart S. Parker, President
PGIM High Yield Bond Fund, Inc.
July 15, 2019
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PGIM High Yield Bond Fund, Inc. | | | 5 | |
Your Fund’s Performance(unaudited)
Performance data quoted represent past performance and assume the reinvestment of all dividends. Past performance does not guarantee future results. An investor may obtain performance data as of the most recent month-end by visiting our website atpgiminvestments.com.
Investment Objective
The Fund seeks to provide a high level of current income by investing primarily in below-investment-grade fixed income instruments.*
*On March 7, 2019, the Board of Directors approved a change to a non-fundamental investment policy to permit the Fund to invest, under normal market conditions, in instruments of any duration or maturity and to remove the limit on investments in high yield instruments rated in the lower rating categories (Caa1 or lower by Moody’s Investors Service, Inc. (Moody’s), CCC+ or lower by S&P Global Ratings (S&P) or Fitch, Inc. (Fitch), or comparably rated by another nationally recognized statistical rating organization (NRSRO)).
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Performance Snapshot as of 5/31/19 |
Price per Share | | Total Return for 12 Months Ended 5/31/19 |
$16.20 (NAV) | | 6.27% |
$13.93 (Market Price) | | 6.84% |
Total returns are based on changes in net asset value (NAV) or market price, respectively. NAV total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV. Market Price total return assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.
Source: PGIM Investments LLC
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Key Fund Statistics as of 5/31/19 | | | | |
Duration | | 4.4 years | | | | Average Maturity | | 5.4 years |
Duration shown includes the impact of leverage. Duration measures investment risk that takes into account both a bond’s interest payments and its value to maturity. Average Maturity is the average number of years to maturity of the Fund’s bonds.
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6 | | Visit our website at pgiminvestments.com |
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Credit Quality expressed as a percentage of total investments as of 5/31/19 (%) | |
BBB | | | 7.4 | |
BB | | | 36.0 | |
B | | | 42.5 | |
CCC | | | 9.9 | |
CC | | | 0.4 | |
Not Rated | | | 0.9 | |
Cash/Cash Equivalents | | | 2.8 | |
Total Investments | | | 100.0 | |
Source: PGIM Fixed Income
Credit ratings reflect the highest rating assigned by an NRSRO such as Moody’s, S&P, or Fitch. Credit ratings reflect the common nomenclature used by both S&P and Fitch. These rating agencies are independent and are widely used. The Not Rated category consists of securities that have not been rated by an NRSRO. Credit ratings are subject to change. Values may not sum to 100.0% due to rounding.
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Yield and Dividends as of 5/31/19 | | |
Total Monthly Dividends Paid per Share for Period | | Current Monthly Dividend Paid per Share | | Yield at Market Price as of 5/31/19 |
$1.07 | | $0.100 | | 8.61% |
Yield at market price is the annualized rate determined by dividing current monthly dividend paid per share by the market price per share as of May 31, 2019.
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PGIM High Yield Bond Fund, Inc. | | | 7 | |
Strategy and Performance Overview(unaudited)
How did the Fund perform?
The PGIM High Yield Bond Fund, Inc. NAV Total Return was 6.27% in the12-month reporting period that ended May 31, 2019, outperforming the 5.36% return of the Bloomberg Barclays US High Yield (1% constrained) Index (the Index) and outperforming the 4.08% return of the Lipper High Yield Funds (Leveraged) Average.
As discussed below, in March 2019 the Board of Directors approved a change to the Fund’s investment policies and the Fund’s benchmark. While Fund management believes that the new Index is more relevant due to the change in the Fund’s investment policies, it does not provide a good comparison to the Fund’s investment strategy over the full reporting period because that strategy was not in place for the full period.
What were conditions like in the US high yield corporate bond market?
The US high yield market got off to a fast start in the first four months of the reporting period as the asset class produced positive total returns and remained generally insulated from the weakness that gripped other areas of the fixed income market. Several factors lent support to the high yield market, including strong corporate earnings, low default activity, subdued new issuance, improving fund flows, and record-high equity prices. While the momentum that closed the third quarter carried into the fourth quarter of 2018, the positive sentiment soon abated in the face of several concerns that the markets could not ignore. An escalatingUS-China trade war, prospects for political gridlock, and concerns over further Federal Reserve policy tightening all led to fears surrounding trade and global growth, inducing volatility within the high yield asset class. For the reporting period, spreads on the Index widened by 72 basis points (bps) to 436 bps. (One basis point equals 0.01%.). By quality tiers,double-BB andsingle-B rated credits outperformed, whiletriple-CCC rated credits underperformed, posting a mildly positive return for the period. By industry, outperformers included the cable, food & drug, and electric utility sectors. Meanwhile, the energy, automotive, and chemical sectors lagged. According to Moody’s, the US high yield default rate increased 15 bps in May 2019 to 1.44%.
What worked?
• | | Security selection in the telecom, retailers & restaurants, and media & entertainment industries were the primary driver of the Fund’s returns. |
• | | Industry selection within upstream energy, telecom, and cable & satellite also boosted performance. |
• | | In individual security selection, the Fund’s positioning in Sprint Corp., PetSmart Inc., Dish Network Corp., and Wind Tre all contributed to performance. |
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8 | | Visit our website at pgiminvestments.com |
What didn’t work?
• | | Security selection in the midstream energy, electric utilities, and consumernon-cyclical industries hindered results. |
• | | Despite benefitting from strong issue selection within the sector, industry allocation was negative in retailers & restaurants, as it was in the consumernon-cyclical and transportation & environmental services industries. |
• | | In individual security selection, the Fund’s positioning in Alta Mesa Resources Inc., Rite Aid Corp., and Ferrellgas Partners all detracted from performance. |
How did the Fund’s borrowing (leverage) strategy affect its performance?
The Fund’s use of leverage contributed positively to NAV performance and shareholder distributions as both the returns and income earned on the securities purchased exceeded the cost of borrowing. As of May 31, 2019, the Fund had borrowed $180 million and was 25.0% levered. During the reporting period, the average amount of leverage utilized by the Fund was about 25.0%.
Did the Fund use derivatives and, if so, how did they affect performance?
The Fund used derivatives, specifically credit default swaps, to gain exposure to the market and more efficiently transition the Fund to the new investment strategy in March 2019.
Current outlook
• | | PGIM Fixed Income remains constructive on US high yield. Current spread levels adequately compensate for recession risk. Credit fundamentals are strong, defaults are expected to remain low, and signs of excess that is symptomatic of late-cycle behavior are muted. US high yield credits are relatively better insulated from the protracted trade war with China due to their mainly domestic US focus. Stimulative central banks are providing technical support in an already supply-limited asset class. PGIM Fixed Income prefers singleB-rated credits and is taking advantage of the current steepness of the spread curve through an underweight tolow-spread,front-end paper and an overweight to the belly (4 – 7 year) of the maturity curve. |
• | | Key positioning themes are overweights to the building materials & home construction, gaming, and telecom sectors. The Fund is also overweight to the automotive sector. The largest underweight is financials. Other underweights include the consumer, energy, and healthcare & pharmaceutical industries. |
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PGIM High Yield Bond Fund, Inc. | | | 9 | |
Strategy and Performance Overview(continued)
Were there any material changes to the Fund’s management?
On March 7, 2019, the Board of Directors approved a change to the Fund’s investment policies to permit the Fund to invest, under normal market conditions, in instruments of any duration or maturity and to remove the limit on investments in high yield instruments rated in the lower rating categories (Caa1 or lower by Moody’s, CCC+ or lower by S&P or Fitch or comparably rated by another nationally recognized statistical rating organization). The Board of Directors also approved changing the name of the Fund to “PGIM High Yield Bond Fund, Inc.” and changing the Fund’s benchmark to the Bloomberg Barclays US High Yield (1% constrained) Index. Fund management believes that the Index is more relevant due to the change in the Fund’s investment policy. As a result of the policy change, the Fund increased its monthly shareholder distribution to $0.1000 from $0.085 beginning in March 2019.
Benchmark Definitions
Bloomberg Barclays US High Yield 1% Constrained Index—The Bloomberg Barclays US Corporate High Yield 1% Issuer Constrained Index (the Index) is an unmanaged index which covers the universe of US non-investment-grade debt. Issuers are capped at 1% of the Index.
Source: Bloomberg Barclays
Lipper High Yield Funds (Leveraged) Average—The Lipper High Yield Funds (Leveraged) Average (Lipper Average) represents funds that aim at high (relative) current yield from fixed income securities, have no quality or maturity restrictions, and tend to invest in lower-grade debt issues. These funds can be leveraged via the use of debt, preferred equity, and/or reverse repurchase agreements.
Investors cannot invest directly in an index or average.
Looking for additional information?
The Fund is traded under the symbol “ISD” and its closing market price is available on most financial websites under the NYSE listings. The daily NAV is available online under the symbol “XISDX” on most financial websites.Barron’s andThe Wall Street Journal ’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues press releases that can be found on most major financial websites as well as on pgiminvestments.com.
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10 | | Visit our website at pgiminvestments.com |
Schedule of Investments
as of May 31, 2019
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Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
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LONG-TERM INVESTMENTS 127.3% | | | | | | | | | | | | | | | | |
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BANK LOANS 7.6% | | | | | | | | | | | | | | | | |
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Auto Manufacturers 0.4% | | | | | | | | | | | | | | | | |
Navistar, Inc., Tranche B Term Loan, 1 Month LIBOR + 3.500% | | | 5.960 | %(c) | | | 11/06/24 | | | | 2,239 | | | $ | 2,235,867 | |
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Chemicals 0.3% | | | | | | | | | | | | | | | | |
Solenis International LP, First Lien Initial Dollar Term Loan, 1 - 3 Month LIBOR + 4.000% | | | 6.480 | (c) | | | 06/26/25 | | | | 1,730 | | | | 1,715,498 | |
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Computers 1.2% | | | | | | | | | | | | | | | | |
McAfee LLC, | | | | | | | | | | | | | | | | |
Second Lien Initial Loan, 1 Month LIBOR + 8.500% | | | 10.857 | (c) | | | 09/29/25 | | | | 1,696 | | | | 1,713,851 | |
Term B USD Loan, 1 Month LIBOR + 3.750% | | | 6.178 | (c) | | | 09/30/24 | | | | 4,977 | | | | 4,969,558 | |
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| | | | | | | | | | | | | | | 6,683,409 | |
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Electric 0.1% | | | | | | | | | | | | | | | | |
Vistra Operations Co. LLC, Initial TermB-1 Loan, 1 Month LIBOR + 2.000% | | | 4.439 | (c) | | | 08/04/23 | | | | 224 | | | | 222,904 | |
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Insurance 0.4% | | | | | | | | | | | | | | | | |
Asurion LLC, Second Lien ReplacementB-2 Term Loan, 1 Month LIBOR + 6.500% | | | 8.939 | (c) | | | 08/04/25 | | | | 2,225 | | | | 2,258,375 | |
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Oil & Gas 0.3% | | | | | | | | | | | | | | | | |
Citgo Petroleum Corp., | | | | | | | | | | | | | | | | |
2019 Incremental Term B Loan, 3 Month LIBOR + 5.000% | | | 7.600 | (c) | | | 03/27/24 | | | | 875 | | | | 872,447 | |
Term B Loan, 3 Month LIBOR + 4.500% | | | 7.100 | (c) | | | 07/29/21 | | | | 848 | | | | 845,308 | |
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| | | | | | | | | | | | | | | 1,717,755 | |
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Pharmaceuticals 0.2% | | | | | | | | | | | | | | | | |
NVA Holdings, Inc., TermB-3 Loan (First Lien), 1 Month LIBOR + 2.750% | | | 5.189 | (c) | | | 02/02/25 | | | | 1,239 | | | | 1,195,406 | |
See Notes to Financial Statements.
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PGIM High Yield Bond Fund, Inc. | | | 11 | |
Schedule of Investments(continued)
as of May 31, 2019
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Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
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BANK LOANS (Continued) | | | | | | | | | | | | | | | | |
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Retail 0.9% | | | | | | | | | | | | | | | | |
CEC Entertainment, Inc., First Lien Term B Loan, 1 Month LIBOR + 3.250% | | | 5.689 | %(c) | | | 02/15/21 | | | | 3,171 | | | $ | 3,147,182 | |
Sally Holdings LLC, TermB-2 Loan | | | 4.500 | | | | 07/05/24 | | | | 1,450 | | | | 1,401,062 | |
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| | | | | | | | | | | | | | | 4,548,244 | |
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Software 0.9% | | | | | | | | | | | | | | | | |
Finastra USA, Inc., | | | | | | | | | | | | | | | | |
Dollar Term Loan (Second Lien), 3 Month LIBOR + 7.250% | | | 9.851 | (c) | | | 06/13/25 | | | | 1,200 | | | | 1,191,000 | |
First Lien Dollar Term Loan, 3 Month LIBOR + 3.500% | | | 6.101 | (c) | | | 06/13/24 | | | | 3,866 | | | | 3,783,188 | |
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| | | | | | | | | | | | | | | 4,974,188 | |
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Telecommunications 2.9% | | | | | | | | | | | | | | | | |
Digicel International Finance Ltd. (Saint Lucia), First Lien Initial Term B Loan, 3 Month LIBOR + 3.250% | | | 5.780 | (c) | | | 05/27/24 | | | | 2,364 | | | | 2,115,786 | |
Intelsat Jackson Holdings SA (Luxembourg), TrancheB-5 Term Loan | | | 6.625 | | | | 01/02/24 | | | | 4,795 | | | | 4,783,013 | |
Xplornet Communications, Inc. (Canada), New Term B Loan, 3 Month LIBOR + 4.000% | | | 6.601 | (c) | | | 09/09/21 | | | | 8,675 | | | | 8,674,830 | |
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| | | | | | | | | | | | | | | 15,573,629 | |
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TOTAL BANK LOANS (cost $41,246,458) | | | | | | | | | | | | | | | 41,125,275 | |
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CORPORATE BONDS 119.4% | | | | | | | | | | | | | | | | |
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Advertising 1.1% | | | | | | | | | | | | | | | | |
Outfront Media Capital LLC/Outfront Media Capital Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 5.250 | | | | 02/15/22 | | | | 2,695 | | | | 2,719,955 | |
Gtd. Notes(aa) | | | 5.625 | | | | 02/15/24 | | | | 2,975 | | | | 3,048,334 | |
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| | | | | | | | | | | | | | | 5,768,289 | |
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Aerospace & Defense 2.4% | | | | | | | | | | | | | | | | |
Bombardier, Inc. (Canada), | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes, 144A(aa) | | | 7.500 | | | | 12/01/24 | | | | 3,450 | | | | 3,389,625 | |
Sr. Unsec’d. Notes, 144A | | | 7.500 | | | | 03/15/25 | | | | 150 | | | | 145,455 | |
See Notes to Financial Statements.
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Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
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CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
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Aerospace & Defense (cont’d.) | | | | | | | | | | | | | | | | |
Bombardier, Inc. (Canada), (cont’d.) | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes, 144A | | | 7.875 | % | | | 04/15/27 | | | | 2,275 | | | $ | 2,182,578 | |
Sr. Unsec’d. Notes, 144A(aa) | | | 8.750 | | | | 12/01/21 | | | | 6,900 | | | | 7,450,620 | |
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| | | | | | | | | | | | | | | 13,168,278 | |
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Agriculture 0.7% | | | | | | | | | | | | | | | | |
Darling Ingredients, Inc., Sr. Unsec’d. Notes, 144A | | | 5.250 | | | | 04/15/27 | | | | 655 | | | | 663,057 | |
Vector Group Ltd., Sr. Sec’d. Notes, 144A(aa) | | | 6.125 | | | | 02/01/25 | | | | 3,625 | | | | 3,322,965 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 3,986,022 | |
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Auto Manufacturers 1.5% | | | | | | | | | | | | | | | | |
Allison Transmission, Inc., Sr. Unsec’d. Notes, 144A | | | 5.875 | | | | 06/01/29 | | | | 725 | | | | 731,344 | |
Ford Motor Co., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes | | | 4.750 | | | | 01/15/43 | | | | 2,450 | | | | 2,024,925 | |
Sr. Unsec’d. Notes | | | 5.291 | | | | 12/08/46 | | | | 3,300 | | | | 2,894,050 | |
General Motors Co., Sr. Unsec’d. Notes | | | 5.000 | | | | 10/01/28 | | | | 1,500 | | | | 1,511,969 | |
Navistar International Corp., Gtd. Notes, 144A | | | 6.625 | | | | 11/01/25 | | | | 795 | | | | 812,903 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 7,975,191 | |
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Auto Parts & Equipment 2.5% | | | | | | | | | | | | | | | | |
Adient Global Holdings Ltd., Gtd. Notes, 144A | | | 4.875 | | | | 08/15/26 | | | | 3,525 | | | | 2,617,313 | |
American Axle & Manufacturing, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 6.250 | | | | 04/01/25 | | | | 1,350 | | | | 1,296,000 | |
Gtd. Notes(aa) | | | 6.250 | | | | 03/15/26 | | | | 1,236 | | | | 1,174,200 | |
Gtd. Notes | | | 6.500 | | | | 04/01/27 | | | | 1,925 | | | | 1,819,125 | |
Cooper-Standard Automotive, Inc., Gtd. Notes, 144A | | | 5.625 | | | | 11/15/26 | | | | 2,100 | | | | 1,806,000 | |
Dana Financing Luxembourg Sarl, | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 5.750 | | | | 04/15/25 | | | | 500 | | | | 498,750 | |
Gtd. Notes, 144A | | | 6.500 | | | | 06/01/26 | | | | 2,715 | | | | 2,803,237 | |
See Notes to Financial Statements.
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PGIM High Yield Bond Fund, Inc. | | | 13 | |
Schedule of Investments(continued)
as of May 31, 2019
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| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
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Auto Parts & Equipment (cont’d.) | | | | | | | | | | | | | | | | |
IHO Verwaltungs GmbH (Germany), Sr. Sec’d. Notes, 144A, Cash coupon 4.125% or PIK 4.875% | | | 4.125 | % | | | 09/15/21 | | | | 925 | | | $ | 943,500 | |
Titan International, Inc., Sr. Sec’d. Notes | | | 6.500 | | | | 11/30/23 | | | | 875 | | | | 749,766 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 13,707,891 | |
| | | | |
Banks 0.9% | | | | | | | | | | | | | | | | |
CIT Group, Inc., Sub. Notes | | | 6.125 | | | | 03/09/28 | | | | 1,500 | | | | 1,645,200 | |
Popular, Inc. (Puerto Rico), Sr. Unsec’d. Notes | | | 6.125 | | | | 09/14/23 | | | | 2,875 | | | | 2,997,187 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 4,642,387 | |
| | | | |
Beverages 0.3% | | | | | | | | | | | | | | | | |
Cott Holdings, Inc. (Canada), Gtd. Notes, 144A | | | 5.500 | | | | 04/01/25 | | | | 1,365 | | | | 1,344,525 | |
| | | | |
Building Materials 2.7% | | | | | | | | | | | | | | | | |
Cornerstone Building Brands, Inc., Gtd. Notes, 144A | | | 8.000 | | | | 04/15/26 | | | | 1,500 | | | | 1,356,075 | |
Griffon Corp., Gtd. Notes | | | 5.250 | | | | 03/01/22 | | | | 5,428 | | | | 5,400,860 | |
Masonite International Corp., Gtd. Notes, 144A | | | 5.750 | | | | 09/15/26 | | | | 375 | | | | 379,687 | |
Standard Industries, Inc., Sr. Unsec’d. Notes, 144A | | | 4.750 | | | | 01/15/28 | | | | 1,775 | | | | 1,697,344 | |
Summit Materials LLC/Summit Materials Finance Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 6.125 | | | | 07/15/23 | | | | 170 | | | | 171,275 | |
Gtd. Notes, 144A | | | 6.500 | | | | 03/15/27 | | | | 1,500 | | | | 1,537,500 | |
U.S. Concrete, Inc., Gtd. Notes(aa) | | | 6.375 | | | | 06/01/24 | | | | 3,900 | | | | 3,968,250 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 14,510,991 | |
| | | | |
Chemicals 5.4% | | | | | | | | | | | | | | | | |
Alpha 2 BV (Germany), Sr. Unsec’d. Notes, 144A, Cash coupon 8.750% or PIK 9.500% | | | 8.750 | | | | 06/01/23 | | | | 2,925 | | | | 2,866,500 | |
Alpha 3 BV/Alpha US Bidco, Inc. (United Kingdom), Gtd. Notes, 144A(aa) | | | 6.250 | | | | 02/01/25 | | | | 2,000 | | | | 1,960,000 | |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Chemicals (cont’d.) | | | | | | | | | | | | | | | | |
Ashland LLC, Gtd. Notes | | | 6.875 | % | | | 05/15/43 | | | | 325 | | | $ | 342,063 | |
Chemours Co. (The), | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.375 | | | | 05/15/27 | | | | 1,385 | | | | 1,253,425 | |
Gtd. Notes(aa) | | | 6.625 | | | | 05/15/23 | | | | 3,830 | | | | 3,815,637 | |
Gtd. Notes(aa) | | | 7.000 | | | | 05/15/25 | | | | 1,905 | | | | 1,905,000 | |
Cornerstone Chemical Co., Sr. Sec’d. Notes, 144A | | | 6.750 | | | | 08/15/24 | | | | 2,255 | | | | 2,091,512 | |
NOVA Chemicals Corp. (Canada), | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes, 144A(aa) | | | 4.875 | | | | 06/01/24 | | | | 4,140 | | | | 3,876,075 | |
Sr. Unsec’d. Notes, 144A | | | 5.250 | | | | 06/01/27 | | | | 2,400 | | | | 2,184,000 | |
Rain CII Carbon LLC/CII Carbon Corp., Sec’d. Notes, 144A | | | 7.250 | | | | 04/01/25 | | | | 2,150 | | | | 1,967,250 | |
Starfruit Finco BV/Starfruit US Holdco LLC (Netherlands), Sr. Unsec’d. Notes, 144A | | | 8.000 | | | | 10/01/26 | | | | 2,255 | | | | 2,209,900 | |
TPC Group, Inc., Sr. Sec’d. Notes, 144A(aa) | | | 8.750 | | | | 12/15/20 | | | | 1,693 | | | | 1,663,373 | |
Tronox, Inc., Gtd. Notes, 144A(aa) | | | 6.500 | | | | 04/15/26 | | | | 2,525 | | | | 2,373,500 | |
Venator Finance Sarl/Venator Materials LLC, Gtd. Notes, 144A | | | 5.750 | | | | 07/15/25 | | | | 225 | | | | 200,250 | |
W.R. Grace & Co., Gtd. Notes, 144A | | | 5.625 | | | | 10/01/24 | | | | 100 | | | | 104,500 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 28,812,985 | |
| | | | |
Coal 0.2% | | | | | | | | | | | | | | | | |
Warrior Met Coal, Inc., Sr. Sec’d. Notes, 144A | | | 8.000 | | | | 11/01/24 | | | | 838 | | | | 869,425 | |
| | | | |
Commercial Services 4.2% | | | | | | | | | | | | | | | | |
Laureate Education, Inc., Gtd. Notes, 144A(aa) | | | 8.250 | | | | 05/01/25 | | | | 2,500 | | | | 2,700,600 | |
Nielsen Co. Luxembourg SARL (The), Gtd. Notes, 144A(aa) | | | 5.500 | | | | 10/01/21 | | | | 677 | | | | 678,693 | |
Nielsen Finance LLC/Nielsen Finance Co., Gtd. Notes, 144A(aa) | | | 5.000 | | | | 04/15/22 | | | | 1,615 | | | | 1,597,396 | |
Refinitiv US Holdings, Inc., Gtd. Notes, 144A(aa) | | | 8.250 | | | | 11/15/26 | | | | 7,637 | | | | 7,598,815 | |
United Rentals North America, Inc., Gtd. Notes(aa) | | | 4.875 | | | | 01/15/28 | | | | 7,025 | | | | 6,811,440 | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 15 | |
Schedule of Investments (continued)
as of May 31, 2019
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Commercial Services (cont’d.) | | | | | | | | | | | | | | | | |
United Rentals North America, Inc., (cont’d.) | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.250 | % | | | 01/15/30 | | | | 1,425 | | | $ | 1,396,500 | |
Gtd. Notes(aa) | | | 6.500 | | | | 12/15/26 | | | | 1,800 | | | | 1,908,000 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 22,691,444 | |
| | | | |
Computers 2.6% | | | | | | | | | | | | | | | | |
Banff Merger Sub, Inc., Sr. Unsec’d. Notes, 144A(aa) | | | 9.750 | | | | 09/01/26 | | | | 5,075 | | | | 4,745,125 | |
Dell International LLC/EMC Corp., Gtd. Notes, 144A(aa) | | | 7.125 | | | | 06/15/24 | | | | 3,670 | | | | 3,867,846 | |
Everi Payments, Inc., Gtd. Notes, 144A(aa) | | | 7.500 | | | | 12/15/25 | | | | 1,005 | | | | 1,040,175 | |
West Corp., Gtd. Notes, 144A | | | 8.500 | | | | 10/15/25 | | | | 5,220 | | | | 4,136,850 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 13,789,996 | |
| | | | |
Distribution/Wholesale 0.6% | | | | | | | | | | | | | | | | |
Global Partners LP/GLP Finance Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 6.250 | | | | 07/15/22 | | | | 550 | | | | 550,000 | |
Gtd. Notes(aa) | | | 7.000 | | | | 06/15/23 | | | | 1,350 | | | | 1,368,563 | |
H&E Equipment Services, Inc., Gtd. Notes | | | 5.625 | | | | 09/01/25 | | | | 1,289 | | | | 1,278,688 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 3,197,251 | |
| | | | |
Diversified Financial Services 3.5% | | | | | | | | | | | | | | | | |
Alliance Data Systems Corp., Gtd. Notes, 144A, MTN | | | 5.875 | | | | 11/01/21 | | | | 2,900 | | | | 2,954,375 | |
LPL Holdings, Inc., Gtd. Notes, 144A | | | 5.750 | | | | 09/15/25 | | | | 1,280 | | | | 1,286,400 | |
Nationstar Mortgage Holdings, Inc., Gtd. Notes, 144A(aa) | | | 8.125 | | | | 07/15/23 | | | | 6,200 | | | | 6,184,500 | |
Navient Corp., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes | | | 6.500 | | | | 06/15/22 | | | | 825 | | | | 858,000 | |
Sr. Unsec’d. Notes, MTN(aa) | | | 8.000 | | | | 03/25/20 | | | | 425 | | | | 437,218 | |
Springleaf Finance Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 6.625 | | | | 01/15/28 | | | | 500 | | | | 506,260 | |
Gtd. Notes(aa) | | | 6.875 | | | | 03/15/25 | | | | 350 | | | | 364,770 | |
Gtd. Notes | | | 7.125 | | | | 03/15/26 | | | | 5,624 | | | | 5,896,483 | |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Diversified Financial Services (cont’d.) | | | | | | | | | | | | | | | | |
VFH Parent LLC/OrchestraCo-Issuer, Inc., Sec’d. Notes, 144A(aa) | | | 6.750 | % | | | 06/15/22 | | | | 325 | | | $ | 334,864 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 18,822,870 | |
| | | | |
Electric 4.1% | | | | | | | | | | | | | | | | |
Calpine Corp., | | | | | | | | | | | | | | | | |
Sr. Sec’d. Notes, 144A | | | 5.875 | | | | 01/15/24 | | | | 550 | | | | 554,648 | |
Sr. Unsec’d. Notes(aa) | | | 5.375 | | | | 01/15/23 | | | | 1,330 | | | | 1,315,038 | |
Sr. Unsec’d. Notes(aa) | | | 5.500 | | | | 02/01/24 | | | | 2,350 | | | | 2,276,562 | |
Sr. Unsec’d. Notes(aa) | | | 5.750 | | | | 01/15/25 | | | | 6,325 | | | | 6,120,829 | |
GenOn Energy, Inc./NRG Americas, Inc., Sec’d. Notes, 6 Month LIBOR + 6.500% | | | 9.044 | (c) | | | 12/01/23 | | | | 1,335 | | | | 1,318,333 | |
Keystone & Conemaugh Pass-Through Certificates, Gtd. Notes, 144A | | | 9.000 | | | | 12/01/23 | | | | 86 | | | | 86,571 | |
Keystone Power Pass-Through Holders LLC/Conemaugh Power Pass-Through Holders, Sub. Notes, 144A, Cash coupon 13.000% or PIK N/A | | | 13.000 | | | | 06/01/24 | | | | 250 | | | | 249,997 | |
NRG Energy, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.750 | | | | 01/15/28 | | | | 2,150 | | | | 2,244,063 | |
Sr. Unsec’d. Notes, 144A | | | 5.250 | | | | 06/15/29 | | | | 400 | | | | 411,068 | |
Vistra Energy Corp., Gtd. Notes | | | 7.625 | | | | 11/01/24 | | | | 135 | | | | 142,013 | |
Vistra Operations Co. LLC, Sr. Unsec’d. Notes, 144A(aa) | | | 5.625 | | | | 02/15/27 | | | | 6,950 | | | | 7,147,727 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 21,866,849 | |
| | | | |
Engineering & Construction 0.5% | | | | | | | | | | | | | | | | |
AECOM, | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 5.125 | | | | 03/15/27 | | | | 2,490 | | | | 2,444,869 | |
Gtd. Notes | | | 5.875 | | | | 10/15/24 | | | | 300 | | | | 309,096 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 2,753,965 | |
| | | | |
Entertainment 6.1% | | | | | | | | | | | | | | | | |
AMC Entertainment Holdings, Inc., Gtd. Notes(aa) | | | 5.875 | | | | 11/15/26 | | | | 3,900 | | | | 3,422,250 | |
Caesars Resort Collection LLC/CRC Finco, Inc., Gtd. Notes, 144A(aa) | | | 5.250 | | | | 10/15/25 | | | | 4,275 | | | | 4,180,950 | |
CCM Merger, Inc., Sr. Unsec’d. Notes, 144A(aa) | | | 6.000 | | | | 03/15/22 | | | | 4,000 | | | | 4,100,000 | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 17 | |
Schedule of Investments (continued)
as of May 31, 2019
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Entertainment (cont’d.) | | | | | | | | | | | | | | | | |
Churchill Downs, Inc., Gtd. Notes, 144A | | | 4.750 | % | | | 01/15/28 | | | | 850 | | | $ | 816,000 | |
Eldorado Resorts, Inc., Gtd. Notes(aa) | | | 7.000 | | | | 08/01/23 | | | | 1,950 | | | | 2,018,250 | |
Golden Entertainment, Inc., Sr. Unsec’d. Notes, 144A | | | 7.625 | | | | 04/15/26 | | | | 700 | | | | 699,335 | |
International Game Technology PLC, Sr. Sec’d. Notes, 144A | | | 6.500 | | | | 02/15/25 | | | | 2,950 | | | | 3,104,875 | |
Jacobs Entertainment, Inc., Sec’d. Notes, 144A(aa) | | | 7.875 | | | | 02/01/24 | | | | 2,500 | | | | 2,662,500 | |
Lions Gate Capital Holdings LLC, Gtd. Notes, 144A(aa) | | | 6.375 | | | | 02/01/24 | | | | 3,095 | | | | 3,172,375 | |
Penn National Gaming, Inc., Sr. Unsec’d. Notes, 144A | | | 5.625 | | | | 01/15/27 | | | | 2,055 | | | | 2,013,900 | |
Scientific Games International, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 6.625 | | | | 05/15/21 | | | | 3,025 | | | | 3,051,469 | |
Gtd. Notes(aa) | | | 10.000 | | | | 12/01/22 | | | | 1,387 | | | | 1,454,616 | |
Gtd. Notes, 144A | | | 8.250 | | | | 03/15/26 | | | | 1,550 | | | | 1,558,742 | |
Twin River Worldwide Holdings, Inc., Sr. Unsec’d. Notes, 144A | | | 6.750 | | | | 06/01/27 | | | | 675 | | | | 685,024 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 32,940,286 | |
| | | | |
Foods 2.4% | | | | | | | | | | | | | | | | |
B&G Foods, Inc., Gtd. Notes | | | 5.250 | | | | 04/01/25 | | | | 1,575 | | | | 1,522,828 | |
JBS USA LUX SA/JBS USA Finance, Inc., Gtd. Notes, 144A | | | 5.875 | | | | 07/15/24 | | | | 500 | | | | 512,500 | |
JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc., Gtd. Notes, 144A | | | 6.500 | | | | 04/15/29 | | | | 2,350 | | | | 2,467,500 | |
Pilgrim’s Pride Corp., Gtd. Notes, 144A(aa) | | | 5.875 | | | | 09/30/27 | | | | 6,300 | | | | 6,337,485 | |
Post Holdings, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 5.625 | | | | 01/15/28 | | | | 786 | | | | 778,140 | |
Gtd. Notes, 144A | | | 5.750 | | | | 03/01/27 | | | | 1,350 | | | | 1,356,750 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 12,975,203 | |
| | | | |
Forest Products & Paper 0.1% | | | | | | | | | | | | | | | | |
Mercer International, Inc. (Canada), Sr. Unsec’d. Notes | | | 7.750 | | | | 12/01/22 | | | | 590 | | | | 612,125 | |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Gas 0.9% | | | | | | | | | | | | | | | | |
AmeriGas Partners LP/AmeriGas Finance Corp., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes | | | 5.500 | % | | | 05/20/25 | | | | 500 | | | $ | 508,150 | |
Sr. Unsec’d. Notes(aa) | | | 5.625 | | | | 05/20/24 | | | | 325 | | | | 336,375 | |
Sr. Unsec’d. Notes | | | 5.750 | | | | 05/20/27 | | | | 3,250 | | | | 3,331,315 | |
Sr. Unsec’d. Notes | | | 5.875 | | | | 08/20/26 | | | | 675 | | | | 698,625 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 4,874,465 | |
| | | | |
Healthcare-Products 0.4% | | | | | | | | | | | | | | | | |
Mallinckrodt International Finance SA/Mallinckrodt CB LLC, Gtd. Notes, 144A(aa) | | | 4.875 | | | | 04/15/20 | | | | 1,960 | | | | 1,881,012 | |
| | | | |
Healthcare-Services 6.8% | | | | | | | | | | | | | | | | |
Acadia Healthcare Co., Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.125 | | | | 07/01/22 | | | | 500 | | | | 502,500 | |
Gtd. Notes(aa) | | | 5.625 | | | | 02/15/23 | | | | 2,050 | | | | 2,052,563 | |
CHS/Community Health Systems, Inc., | | | | | | | | | | | | | | | | |
Sec’d. Notes, 144A | | | 8.125 | | | | 06/30/24 | | | | 950 | | | | 709,935 | |
Sr. Sec’d. Notes(aa) | | | 6.250 | | | | 03/31/23 | | | | 1,475 | | | | 1,404,495 | |
Hadrian Merger Sub, Inc., Sr. Unsec’d. Notes, 144A(aa) | | | 8.500 | | | | 05/01/26 | | | | 1,477 | | | | 1,393,919 | |
HCA Healthcare, Inc., Sr. Unsec’d. Notes(aa) | | | 6.250 | | | | 02/15/21 | | | | 875 | | | | 911,094 | |
HCA, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.375 | | | | 02/01/25 | | | | 1,500 | | | | 1,565,175 | |
Gtd. Notes(aa) | | | 7.500 | | | | 02/15/22 | | | | 3,350 | | | | 3,664,062 | |
Sr. Sec’d. Notes(aa) | | | 4.750 | | | | 05/01/23 | | | | 4,700 | | | | 4,948,612 | |
MEDNAX, Inc., Gtd. Notes, 144A(aa) | | | 6.250 | | | | 01/15/27 | | | | 2,675 | | | | 2,701,750 | |
Molina Healthcare, Inc., Sr. Unsec’d. Notes(aa) | | | 5.375 | | | | 11/15/22 | | | | 1,610 | | | | 1,641,717 | |
RegionalCare Hospital Partners Holdings, Inc./LifePoint Health, Inc., Gtd. Notes, 144A(aa) | | | 9.750 | | | | 12/01/26 | | | | 2,650 | | | | 2,788,886 | |
Select Medical Corp., Gtd. Notes(aa) | | | 6.375 | | | | 06/01/21 | | | | 2,132 | | | | 2,133,599 | |
Surgery Center Holdings, Inc., Gtd. Notes, 144A | | | 10.000 | | | | 04/15/27 | | | | 1,175 | | | | 1,192,625 | |
Tenet Healthcare Corp., | | | | | | | | | | | | | | | | |
Sr. Sec’d. Notes(aa) | | | 4.625 | | | | 07/15/24 | | | | 1,200 | | | | 1,191,240 | |
Sr. Unsec’d. Notes(aa) | | | 6.750 | | | | 06/15/23 | | | | 3,800 | | | | 3,781,000 | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 19 | |
Schedule of Investments (continued)
as of May 31, 2019
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Healthcare-Services (cont’d.) | | | | | | | | | | | | | | | | |
Tenet Healthcare Corp., (cont’d.) | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes | | | 7.000 | % | | | 08/01/25 | | | | 3,050 | | | $ | 2,997,784 | |
Sr. Unsec’d. Notes(aa) | | | 8.125 | | | | 04/01/22 | | | | 1,050 | | | | 1,097,649 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 36,678,605 | |
| | | | |
Home Builders 8.0% | | | | | | | | | | | | | | | | |
Ashton Woods USA LLC/Ashton Woods Finance Co., Sr. Unsec’d. Notes, 144A | | | 9.875 | | | | 04/01/27 | | | | 2,508 | | | | 2,570,700 | |
Beazer Homes USA, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.875 | | | | 10/15/27 | | | | 1,350 | | | | 1,104,125 | |
Gtd. Notes(aa) | | | 8.750 | | | | 03/15/22 | | | | 5,800 | | | | 6,001,666 | |
Brookfield Residential Properties, Inc./Brookfield Residential US Corp. (Canada), Gtd. Notes, 144A(aa) | | | 6.125 | | | | 07/01/22 | | | | 3,250 | | | | 3,274,375 | |
Century Communities, Inc., Sr. Unsec’d. Notes, 144A | | | 6.750 | | | | 06/01/27 | | | | 1,750 | | | | 1,723,225 | |
KB Home, Gtd. Notes | | | 6.875 | | | | 06/15/27 | | | | 1,600 | | | | 1,648,000 | |
Lennar Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 4.125 | | | | 01/15/22 | | | | 2,600 | | | | 2,611,700 | |
Gtd. Notes | | | 6.250 | | | | 12/15/21 | | | | 350 | | | | 366,625 | |
M/I Homes, Inc., Gtd. Notes(aa) | | | 6.750 | | | | 01/15/21 | | | | 3,225 | | | | 3,261,281 | |
Mattamy Group Corp. (Canada), Sr. Unsec’d. Notes, 144A(aa) | | | 6.875 | | | | 12/15/23 | | | | 2,475 | | | | 2,536,875 | |
Meritage Homes Corp., Gtd. Notes | | | 5.125 | | | | 06/06/27 | | | | 2,748 | | | | 2,681,911 | |
New Home Co., Inc. (The), Gtd. Notes(aa) | | | 7.250 | | | | 04/01/22 | | | | 3,150 | | | | 2,811,375 | |
PulteGroup, Inc., Gtd. Notes | | | 5.000 | | | | 01/15/27 | | | | 812 | | | | 820,120 | |
Taylor Morrison Communities, Inc., Gtd. Notes(aa) | | | 6.625 | | | | 05/15/22 | | | | 2,050 | | | | 2,110,885 | |
Taylor Morrison Communities, Inc./Taylor Morrison Holdings II, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A(aa) | | | 5.625 | | | | 03/01/24 | | | | 1,873 | | | | 1,877,682 | |
Gtd. Notes, 144A(aa) | | | 5.875 | | | | 04/15/23 | | | | 350 | | | | 357,875 | |
TRI Pointe Group, Inc., Gtd. Notes(aa) | | | 4.875 | | | | 07/01/21 | | | | 2,400 | | | | 2,406,000 | |
TRI Pointe Group, Inc./TRI Pointe Homes, Inc., Gtd. Notes(aa) | | | 4.375 | | | | 06/15/19 | | | | 1,288 | | | | 1,278,340 | |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Home Builders (cont’d.) | | | | | | | | | | | | | | | | |
William Lyon Homes, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.875 | % | | | 01/31/25 | | | | 1,400 | | | $ | 1,344,000 | |
Gtd. Notes | | | 6.000 | | | | 09/01/23 | | | | 50 | | | | 49,500 | |
Gtd. Notes(aa) | | | 7.000 | | | | 08/15/22 | | | | 2,150 | | | | 2,150,000 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 42,986,260 | |
| | | | |
Home Furnishings 0.1% | | | | | | | | | | | | | | | | |
Tempur Sealy International, Inc., Gtd. Notes | | | 5.625 | | | | 10/15/23 | | | | 775 | | | | 782,828 | |
| | | | |
Household Products/Wares 0.1% | | | | | | | | | | | | | | | | |
Spectrum Brands, Inc., Gtd. Notes | | | 6.625 | | | | 11/15/22 | | | | 700 | | | | 714,000 | |
| | | | |
Housewares 0.1% | | | | | | | | | | | | | | | | |
Scotts Miracle-Gro Co. (The), Gtd. Notes | | | 6.000 | | | | 10/15/23 | | | | 700 | | | | 723,625 | |
| | | | |
Internet 1.5% | | | | | | | | | | | | | | | | |
Zayo Group LLC/Zayo Capital, Inc., Gtd. Notes(aa) | | | 6.000 | | | | 04/01/23 | | | | 7,705 | | | | 7,897,625 | |
| | | | |
Iron/Steel 1.3% | | | | | | | | | | | | | | | | |
AK Steel Corp., Sr. Sec’d. Notes(aa) | | | 7.500 | | | | 07/15/23 | | | | 2,910 | | | | 2,880,900 | |
Cleveland-Cliffs, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.750 | | | | 03/01/25 | | | | 728 | | | | 709,800 | |
Sr. Unsec’d. Notes, 144A | | | 5.875 | | | | 06/01/27 | | | | 3,825 | | | | 3,557,250 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 7,147,950 | |
| | | | |
Lodging 1.5% | | | | | | | | | | | | | | | | |
Boyd Gaming Corp., Gtd. Notes | | | 6.000 | | | | 08/15/26 | | | | 723 | | | | 730,230 | |
Jack Ohio Finance LLC/Jack Ohio Finance 1 Corp., | | | | | | | | | | | | | | | | |
Sec’d. Notes, 144A(aa) | | | 10.250 | | | | 11/15/22 | | | | 1,775 | | | | 1,903,687 | |
Sr. Sec’d. Notes, 144A(aa) | | | 6.750 | | | | 11/15/21 | | | | 4,100 | | | | 4,196,145 | |
MGM Resorts International, Gtd. Notes | | | 5.750 | | | | 06/15/25 | | | | 1,025 | | | | 1,074,969 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 7,905,031 | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 21 | |
Schedule of Investments (continued)
as of May 31, 2019
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Machinery-Diversified 0.4% | | | | | | | | | | | | | | | | |
Cloud Crane LLC, Sec’d. Notes, 144A(aa) | | | 10.125 | % | | | 08/01/24 | | | | 1,975 | | | $ | 2,098,438 | |
| | | | |
Media 11.4% | | | | | | | | | | | | | | | | |
Altice Luxembourg SA (Luxembourg), Gtd. Notes, 144A | | | 7.750 | | | | 05/15/22 | | | | 201 | | | | 204,517 | |
CCO Holdings LLC/CCO Holdings Capital Corp., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes, 144A(aa) | | | 5.125 | | | | 05/01/23 | | | | 4,455 | | | | 4,487,076 | |
Sr. Unsec’d. Notes, 144A | | | 5.375 | | | | 06/01/29 | | | | 2,375 | | | | 2,379,489 | |
Sr. Unsec’d. Notes, 144A | | | 5.500 | | | | 05/01/26 | | | | 500 | | | | 511,250 | |
Clear Channel Worldwide Holdings, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A(aa) | | | 9.250 | | | | 02/15/24 | | | | 6,390 | | | | 6,819,408 | |
Gtd. Notes, Series A(aa) | | | 6.500 | | | | 11/15/22 | | | | 2,097 | | | | 2,138,332 | |
Gtd. Notes, Series B(aa) | | | 6.500 | | | | 11/15/22 | | | | 2,403 | | | | 2,451,060 | |
CSC Holdings LLC, | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes, 144A(aa) | | | 5.125 | | | | 12/15/21 | | | | 1,888 | | | | 1,883,280 | |
Sr. Unsec’d. Notes, 144A(aa) | | | 5.125 | | | | 12/15/21 | | | | 4,930 | | | | 4,917,675 | |
DISH DBS Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.000 | | | | 03/15/23 | | | | 275 | | | | 257,125 | |
Gtd. Notes | | | 5.875 | | | | 11/15/24 | | | | 1,575 | | | | 1,416,004 | |
Gtd. Notes(aa) | | | 7.750 | | | | 07/01/26 | | | | 11,565 | | | | 10,610,887 | |
Entercom Media Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 7.250 | | | | 11/01/24 | | | | 500 | | | | 511,250 | |
Sec’d. Notes, 144A | | | 6.500 | | | | 05/01/27 | | | | 860 | | | | 872,900 | |
Gray Television, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 5.125 | | | | 10/15/24 | | | | 125 | | | | 125,588 | |
Sr. Unsec’d. Notes, 144A | | | 7.000 | | | | 05/15/27 | | | | 500 | | | | 529,620 | |
Mediacom Broadband LLC/Mediacom Broadband Corp., Sr. Unsec’d. Notes(aa) | | | 5.500 | | | | 04/15/21 | | | | 450 | | | | 447,750 | |
Midcontinent Communications/Midcontinent Finance Corp., Gtd. Notes, 144A(aa) | | | 6.875 | | | | 08/15/23 | | | | 3,960 | | | | 4,098,600 | |
Nexstar Broadcasting, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.875 | | | | 11/15/22 | | | | 850 | | | | 864,620 | |
Gtd. Notes, 144A(aa) | | | 6.125 | | | | 02/15/22 | | | | 1,035 | | | | 1,046,644 | |
Radiate Holdco LLC/Radiate Finance, Inc., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes, 144A | | | 6.625 | | | | 02/15/25 | | | | 1,700 | | | | 1,661,750 | |
Sr. Unsec’d. Notes, 144A(aa) | | | 6.875 | | | | 02/15/23 | | | | 1,055 | | | | 1,065,550 | |
Sinclair Television Group, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 5.375 | | | | 04/01/21 | | | | 1,381 | | | | 1,381,000 | |
Gtd. Notes(aa) | | | 6.125 | | | | 10/01/22 | | | | 2,200 | | | | 2,227,500 | |
Gtd. Notes, 144A(aa) | | | 5.625 | | | | 08/01/24 | | | | 2,080 | | | | 2,100,800 | |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Media (cont’d.) | | | | | | | | | | | | | | | | |
TEGNA, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 5.125 | % | | | 10/15/19 | | | | 346 | | | $ | 346,031 | |
Gtd. Notes(aa) | | | 6.375 | | | | 10/15/23 | | | | 1,910 | | | | 1,957,750 | |
Univision Communications, Inc., Sr. Sec’d. Notes, 144A(aa) | | | 5.125 | | | | 05/15/23 | | | | 4,390 | | | | 4,148,550 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 61,462,006 | |
| | | | |
Metal Fabricate/Hardware 1.1% | | | | | | | | | | | | | | | | |
Novelis Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 5.875 | | | | 09/30/26 | | | | 1,575 | | | | 1,534,649 | |
Gtd. Notes, 144A(aa) | | | 6.250 | | | | 08/15/24 | | | | 2,063 | | | | 2,109,417 | |
Zekelman Industries, Inc., Sr. Sec’d. Notes, 144A(aa) | | | 9.875 | | | | 06/15/23 | | | | 2,387 | | | | 2,509,334 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 6,153,400 | |
| | | | |
Mining 2.5% | | | | | | | | | | | | | | | | |
Constellium NV, Gtd. Notes, 144A(aa) | | | 6.625 | | | | 03/01/25 | | | | 2,380 | | | | 2,415,700 | |
Eldorado Gold Corp. (Canada), Sec’d. Notes, 144A | | | 9.500 | | | | 06/01/24 | | | | 1,750 | | | | 1,715,000 | |
First Quantum Minerals Ltd. (Zambia), | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 6.875 | | | | 03/01/26 | | | | 500 | | | | 426,850 | |
Gtd. Notes, 144A | | | 7.250 | | | | 05/15/22 | | | | 1,565 | | | | 1,486,750 | |
Gtd. Notes, 144A | | | 7.500 | | | | 04/01/25 | | | | 1,930 | | | | 1,724,937 | |
Freeport-McMoRan, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 3.550 | | | | 03/01/22 | | | | 650 | | | | 636,188 | |
Gtd. Notes(aa) | | | 3.875 | | | | 03/15/23 | | | | 3,100 | | | | 2,983,750 | |
IAMGOLD Corp. (Canada), Gtd. Notes, 144A(aa) | | | 7.000 | | | | 04/15/25 | | | | 1,625 | | | | 1,618,987 | |
New Gold, Inc. (Canada), Gtd. Notes, 144A(aa) | | | 6.250 | | | | 11/15/22 | | | | 625 | | | | 531,250 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 13,539,412 | |
| | | | |
Miscellaneous Manufacturing 0.1% | | | | | | | | | | | | | | | | |
Amsted Industries, Inc., Gtd. Notes, 144A | | | 5.625 | | | | 07/01/27 | | | | 575 | | | | 579,307 | |
FXI Holdings, Inc., Sr. Sec’d. Notes, 144A | | | 7.875 | | | | 11/01/24 | | | | 225 | | | | 204,750 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 784,057 | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 23 | |
Schedule of Investments (continued)
as of May 31, 2019
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Oil & Gas 11.0% | | | | | | | | | | | | | | | | |
Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., Gtd. Notes | | | 7.875 | % | | | 12/15/24 | | | | 5,325 | | | $ | 1,996,875 | |
Antero Resources Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.000 | | | | 03/01/25 | | | | 1,700 | | | | 1,612,875 | |
Gtd. Notes(aa) | | | 5.625 | | | | 06/01/23 | | | | 3,825 | | | | 3,781,969 | |
Ascent Resources Utica Holdings LLC/ARU Finance Corp., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes, 144A | | | 7.000 | | | | 11/01/26 | | | | 450 | | | | 421,740 | |
Sr. Unsec’d. Notes, 144A(aa) | | | 10.000 | | | | 04/01/22 | | | | 4,944 | | | | 5,246,276 | |
Chesapeake Energy Corp., Gtd. Notes(aa) | | | 8.000 | | | | 06/15/27 | | | | 5,418 | | | | 4,794,930 | |
Citgo Holding, Inc., Sr. Sec’d. Notes, 144A | | | 10.750 | | | | 02/15/20 | | | | 6,521 | | | | 6,692,176 | |
CNX Resources Corp., Gtd. Notes(aa) | | | 5.875 | | | | 04/15/22 | | | | 3,263 | | | | 3,128,825 | |
CrownRock LP/CrownRock Finance, Inc., Sr. Unsec’d. Notes, 144A | | | 5.625 | | | | 10/15/25 | | | | 1,050 | | | | 1,005,375 | |
Denbury Resources, Inc., Sec’d. Notes, 144A | | | 9.000 | | | | 05/15/21 | | | | 250 | | | | 243,125 | |
Endeavor Energy Resources LP/EER Finance, Inc., Sr. Unsec’d. Notes, 144A(aa) | | | 5.500 | | | | 01/30/26 | | | | 1,925 | | | | 1,963,500 | |
Ensco Rowan PLC, Sr. Unsec’d. Notes | | | 7.750 | | | | 02/01/26 | | | | 3,112 | | | | 2,310,660 | |
Extraction Oil & Gas, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A(aa) | | | 5.625 | | | | 02/01/26 | | | | 2,302 | | | | 1,807,070 | |
Gtd. Notes, 144A | | | 7.375 | | | | 05/15/24 | | | | 975 | | | | 838,500 | |
Hilcorp Energy I LP/Hilcorp Finance Co., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes, 144A | | | 5.750 | | | | 10/01/25 | | | | 1,075 | | | | 1,056,187 | |
Sr. Unsec’d. Notes, 144A(aa) | | | 6.250 | | | | 11/01/28 | | | | 1,400 | | | | 1,401,778 | |
MEG Energy Corp. (Canada), | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A(aa) | | | 6.375 | | | | 01/30/23 | | | | 5,500 | | | | 4,853,750 | |
Gtd. Notes, 144A(aa) | | | 7.000 | | | | 03/31/24 | | | | 325 | | | | 290,063 | |
Nabors Industries, Inc., Gtd. Notes(aa) | | | 5.750 | | | | 02/01/25 | | | | 3,900 | | | | 3,172,455 | |
Precision Drilling Corp. (Canada), Gtd. Notes, 144A | | | 7.125 | | | | 01/15/26 | | | | 2,560 | | | | 2,425,600 | |
Range Resources Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 4.875 | | | | 05/15/25 | | | | 1,000 | | | | 871,250 | |
Gtd. Notes(aa) | | | 5.000 | | | | 03/15/23 | | | | 2,475 | | | | 2,311,031 | |
Gtd. Notes(aa) | | | 5.875 | | | | 07/01/22 | | | | 458 | | | | 448,840 | |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Oil & Gas (cont’d.) | | | | | | | | | | | | | | | | |
Sunoco LP/Sunoco Finance Corp., Gtd. Notes(aa) | | | 4.875 | % | | | 01/15/23 | | | | 1,450 | | | $ | 1,461,194 | |
Transocean, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 7.250 | | | | 11/01/25 | | | | 1,695 | | | | 1,576,350 | |
Gtd. Notes, 144A | | | 7.500 | | | | 01/15/26 | | | | 3,200 | | | | 2,988,000 | |
WPX Energy, Inc., Sr. Unsec’d. Notes | | | 6.000 | | | | 01/15/22 | | | | 725 | | | | 735,658 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 59,436,052 | |
| | | | |
Oil & Gas Services 0.1% | | | | | | | | | | | | | | | | |
Nine Energy Service, Inc., Sr. Unsec’d. Notes, 144A(aa) | | | 8.750 | | | | 11/01/23 | | | | 675 | | | | 668,250 | |
| | | | |
Packaging & Containers 1.6% | | | | | | | | | | | | | | | | |
ARD Finance SA (Luxembourg), Sr. Sec’d. Notes, Cash coupon 7.125% or PIK 7.875% | | | 7.125 | | | | 09/15/23 | | | | 3,875 | | | | 3,797,500 | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc. (Ireland), Gtd. Notes, 144A | | | 7.250 | | | | 05/15/24 | | | | 500 | | | | 520,625 | |
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC, Sr. Sec’d. Notes(aa) | | | 5.750 | | | | 10/15/20 | | | | 4,143 | | | | 4,149,357 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 8,467,482 | |
| | | | |
Pharmaceuticals 1.4% | | | | | | | | | | | | | | | | |
Bausch Health Cos., Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A(aa) | | | 6.125 | | | | 04/15/25 | | | | 4,600 | | | | 4,482,125 | |
Gtd. Notes, 144A | | | 7.000 | | | | 01/15/28 | | | | 825 | | | | 815,719 | |
Gtd. Notes, 144A | | | 7.250 | | | | 05/30/29 | | | | 1,110 | | | | 1,104,450 | |
NVA Holdings, Inc., Gtd. Notes, 144A | | | 6.875 | | | | 04/01/26 | | | | 1,250 | | | | 1,218,750 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 7,621,044 | |
| | | | |
Pipelines 1.4% | | | | | | | | | | | | | | | | |
Antero Midstream Partners LP/Antero Midstream Finance Corp., Gtd. Notes | | | 5.375 | | | | 09/15/24 | | | | 530 | | | | 523,136 | |
DCP Midstream Operating LP, Gtd. Notes | | | 5.125 | | | | 05/15/29 | | | | 1,300 | | | | 1,311,375 | |
NGPL PipeCo LLC, Sr. Unsec’d. Notes, 144A | | | 7.768 | | | | 12/15/37 | | | | 1,200 | | | | 1,482,000 | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 25 | |
Schedule of Investments (continued)
as of May 31, 2019
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Pipelines (cont’d.) | | | | | | | | | | | | | | | | |
Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp., Gtd. Notes, 144A(aa) | | | 5.500 | % | | | 01/15/28 | | | | 2,854 | | | $ | 2,839,730 | |
Targa Resources Partners LP/Targa Resources Partners Finance Corp., Gtd. Notes | | | 5.375 | | | | 02/01/27 | | | | 1,400 | | | | 1,407,000 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 7,563,241 | |
| | | | |
Real Estate 1.0% | | | | | | | | | | | | | | | | |
Forestar Group, Inc., Gtd. Notes, 144A | | | 8.000 | | | | 04/15/24 | | | | 1,025 | | | | 1,040,375 | |
Greystar Real Estate Partners LLC, Sr. Sec’d. Notes, 144A | | | 5.750 | | | | 12/01/25 | | | | 2,000 | | | | 1,985,000 | |
Howard Hughes Corp. (The), Sr. Unsec’d. Notes, 144A | | | 5.375 | | | | 03/15/25 | | | | 500 | | | | 493,750 | |
Hunt Cos., Inc., Sr. Sec’d. Notes, 144A | | | 6.250 | | | | 02/15/26 | | | | 1,725 | | | | 1,602,094 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 5,121,219 | |
| | | | |
Real Estate Investment Trusts (REITs) 1.5% | | | | | | | | | | | | | | | | |
FelCor Lodging LP, Gtd. Notes(aa) | | | 6.000 | | | | 06/01/25 | | | | 2,150 | | | | 2,227,937 | |
GLP Capital LP/GLP Financing II, Inc., Gtd. Notes(aa) | | | 5.375 | | | | 11/01/23 | | | | 1,500 | | | | 1,593,120 | |
MGM Growth Properties Operating Partnership LP/MGP FinanceCo-Issuer, Inc., Gtd. Notes | | | 4.500 | | | | 01/15/28 | | | | 2,000 | | | | 1,885,000 | |
MPT Operating Partnership LP/MPT Finance Corp., Gtd. Notes | | | 5.000 | | | | 10/15/27 | | | | 1,675 | | | | 1,654,062 | |
VICI Properties 1 LLC/VICI FC, Inc., Sec’d. Notes(aa) | | | 8.000 | | | | 10/15/23 | | | | 748 | | | | 811,038 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 8,171,157 | |
| | | | |
Retail 5.9% | | | | | | | | | | | | | | | | |
Beacon Roofing Supply, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 6.375 | | | | 10/01/23 | | | | 925 | | | | 952,750 | |
Gtd. Notes, 144A | | | 4.875 | | | | 11/01/25 | | | | 1,300 | | | | 1,228,916 | |
Brinker International, Inc., Gtd. Notes, 144A(aa) | | | 5.000 | | | | 10/01/24 | | | | 1,250 | | | | 1,248,437 | |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Retail (cont’d.) | | | | | | | | | | | | | | | | |
Carvana Co., Gtd. Notes, 144A(aa) | | | 8.875 | % | | | 10/01/23 | | | | 3,775 | | | $ | 3,734,909 | |
CEC Entertainment, Inc., Gtd. Notes(aa) | | | 8.000 | | | | 02/15/22 | | | | 1,175 | | | | 1,176,469 | |
Ferrellgas LP/Ferrellgas Finance Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 6.750 | | | | 06/15/23 | | | | 825 | | | | 712,594 | |
Sr. Unsec’d. Notes | | | 6.500 | | | | 05/01/21 | | | | 1,550 | | | | 1,371,750 | |
Sr. Unsec’d. Notes | | | 6.750 | | | | 01/15/22 | | | | 775 | | | | 678,125 | |
Ferrellgas Partners LP/Ferrellgas Partners Finance Corp., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes | | | 8.625 | | | | 06/15/20 | | | | 975 | | | | 709,313 | |
Sr. Unsec’d. Notes | | | 8.625 | | | | 06/15/20 | | | | 2,600 | | | | 1,891,500 | |
Golden Nugget, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A(aa) | | | 8.750 | | | | 10/01/25 | | | | 1,300 | | | | 1,308,125 | |
Sr. Unsec’d. Notes, 144A(aa) | | | 6.750 | | | | 10/15/24 | | | | 3,225 | | | | 3,200,812 | |
L Brands, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 5.625 | | | | 10/15/23 | | | | 595 | | | | 606,781 | |
Gtd. Notes | | | 6.750 | | | | 07/01/36 | | | | 1,275 | | | | 1,083,750 | |
Gtd. Notes | | | 6.875 | | | | 11/01/35 | | | | 1,500 | | | | 1,305,000 | |
PetSmart, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 7.125 | | | | 03/15/23 | | | | 1,700 | | | | 1,516,740 | |
Sr. Sec’d. Notes, 144A | | | 5.875 | | | | 06/01/25 | | | | 925 | | | | 862,655 | |
Rite Aid Corp., Gtd. Notes, 144A(aa) | | | 6.125 | | | | 04/01/23 | | | | 3,900 | | | | 3,198,000 | |
Sally Holdings LLC/Sally Capital, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.500 | | | | 11/01/23 | | | | 200 | | | | 201,750 | |
Gtd. Notes | | | 5.625 | | | | 12/01/25 | | | | 1,025 | | | | 1,012,188 | |
Suburban Propane Partners LP/Suburban Energy Finance Corp., Sr. Unsec’d. Notes | | | 5.750 | | | | 03/01/25 | | | | 1,610 | | | | 1,600,823 | |
Yum! Brands, Inc., Sr. Unsec’d. Notes(aa) | | | 3.875 | | | | 11/01/20 | | | | 2,400 | | | | 2,394,000 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 31,995,387 | |
| | | | |
Semiconductors 0.2% | | | | | | | | | | | | | | | | |
NXP BV/NXP Funding LLC (Netherlands), Gtd. Notes, 144A(aa) | | | 3.875 | | | | 09/01/22 | | | | 1,090 | | | | 1,107,440 | |
| | | | |
Software 3.5% | | | | | | | | | | | | | | | | |
Infor US, Inc., Gtd. Notes(aa) | | | 6.500 | | | | 05/15/22 | | | | 5,495 | | | | 5,558,467 | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 27 | |
Schedule of Investments (continued)
as of May 31, 2019
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Software (cont’d.) | | | | | | | | | | | | | | | | |
Informatica LLC, Sr. Unsec’d. Notes, 144A(aa) | | | 7.125 | % | | | 07/15/23 | | | | 3,035 | | | $ | 3,065,350 | |
IQVIA, Inc., Gtd. Notes, 144A | | | 5.000 | | | | 05/15/27 | | | | 925 | | | | 938,329 | |
RP Crown Parent LLC, Gtd. Notes, 144A(aa) | | | 7.375 | | | | 10/15/24 | | | | 1,410 | | | | 1,466,823 | |
TIBCO Software, Inc., Sr. Unsec’d. Notes, 144A(aa) | | | 11.375 | | | | 12/01/21 | | | | 7,180 | | | | 7,592,850 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 18,621,819 | |
| | | | |
Telecommunications 11.4% | | | | | | | | | | | | | | | | |
Anixter, Inc., Gtd. Notes, 144A | | | 6.000 | | | | 12/01/25 | | | | 1,050 | | | | 1,110,375 | |
CenturyLink, Inc., | | | | | | | | | | | | | | | | |
Sr. Unsec’d. Notes(aa) | | | 5.625 | | | | 04/01/25 | | | | 3,680 | | | | 3,560,400 | |
Sr. Unsec’d. Notes, Series P | | | 7.600 | | | | 09/15/39 | | | | 1,200 | | | | 1,044,000 | |
Sr. Unsec’d. Notes, Series U | | | 7.650 | | | | 03/15/42 | | | | 1,930 | | | | 1,674,275 | |
CommScope Technologies LLC, Gtd. Notes, 144A(aa) | | | 6.000 | | | | 06/15/25 | | | | 2,125 | | | | 1,927,417 | |
CommScope, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A(aa) | | | 5.500 | | | | 06/15/24 | | | | 6,050 | | | | 5,626,500 | |
Gtd. Notes, 144A | | | 8.250 | | | | 03/01/27 | | | | 1,000 | | | | 990,000 | |
Digicel International Finance Ltd./Digicel Holdings Bermuda Ltd. (Saint Lucia), Sr. Sec’d. Notes, 144A | | | 8.750 | | | | 05/25/24 | | | | 750 | | | | 738,750 | |
Digicel Ltd. (Jamaica), Gtd. Notes, 144A | | | 6.750 | | | | 03/01/23 | | | | 4,830 | | | | 3,161,283 | |
Embarq Corp., Sr. Unsec’d. Notes | | | 7.995 | | | | 06/01/36 | | | | 2,075 | | | | 1,924,563 | |
Intelsat Jackson Holdings SA (Luxembourg), | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 5.500 | | | | 08/01/23 | | | | 600 | | | | 537,000 | |
Gtd. Notes, 144A(aa) | | | 9.750 | | | | 07/15/25 | | | | 2,255 | | | | 2,270,830 | |
Iridium Communications, Inc., Sr. Unsec’d. Notes, 144A(aa) | | | 10.250 | | | | 04/15/23 | | | | 2,850 | | | | 3,099,375 | |
Level 3 Parent LLC, Sr. Unsec’d. Notes(aa) | | | 5.750 | | | | 12/01/22 | | | | 925 | | | | 927,313 | |
ORBCOMM, Inc., Sr. Sec’d. Notes, 144A(aa) | | | 8.000 | | | | 04/01/24 | | | | 4,000 | | | | 4,110,000 | |
Sprint Capital Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes | | | 6.875 | | | | 11/15/28 | | | | 1,800 | | | | 1,874,250 | |
Gtd. Notes | | | 8.750 | | | | 03/15/32 | | | | 7,555 | | | | 8,669,362 | |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | |
| | | | |
Description | | Interest Rate | | | Maturity Date | | | Principal Amount (000)# | | | Value | |
| | | | |
CORPORATE BONDS (Continued) | | | | | | | | | | | | | | | | |
| | | | |
Telecommunications (cont’d.) | | | | | | | | | | | | | | | | |
Sprint Corp., | | | | | | | | | | | | | | | | |
Gtd. Notes(aa) | | | 7.250 | % | | | 09/15/21 | | | | 970 | | | $ | 1,019,713 | |
Gtd. Notes | | | 7.625 | | | | 02/15/25 | | | | 2,325 | | | | 2,458,687 | |
Gtd. Notes | | | 7.625 | | | | 03/01/26 | | | | 1,000 | | | | 1,059,500 | |
T-Mobile USA, Inc., Gtd. Notes(aa) | | | 6.375 | | | | 03/01/25 | | | | 1,200 | | | | 1,243,620 | |
Wind Tre SpA (Italy), Sr. Sec’d. Notes, 144A | | | 5.000 | | | | 01/20/26 | | | | 12,270 | | | | 11,623,371 | |
Xplornet Communications, Inc. (Canada), Gtd. Notes, 144A, Cash coupon 9.625% or PIK 10.625% | | | 9.625 | | | | 06/01/22 | | | | 550 | | | | 566,013 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 61,216,597 | |
| | | | |
Transportation 0.8% | | | | | | | | | | | | | | | | |
XPO Logistics, Inc., | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 6.125 | | | | 09/01/23 | | | | 200 | | | | 201,034 | |
Gtd. Notes, 144A | | | 6.500 | | | | 06/15/22 | | | | 1,405 | | | | 1,426,778 | |
Gtd. Notes, 144A(aa) | | | 6.750 | | | | 08/15/24 | | | | 2,800 | | | | 2,880,500 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 4,508,312 | |
| | | | |
Trucking & Leasing 1.6% | | | | | | | | | | | | | | | | |
Avolon Holdings Funding Ltd. (Ireland), | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 5.125 | | | | 10/01/23 | | | | 2,125 | | | | 2,199,375 | |
Gtd. Notes, 144A | | | 5.500 | | | | 01/15/23 | | | | 1,875 | | | | 1,947,938 | |
Park Aerospace Holdings Ltd. (Ireland), | | | | | | | | | | | | | | | | |
Gtd. Notes, 144A | | | 4.500 | | | | 03/15/23 | | | | 700 | | | | 707,819 | |
Gtd. Notes, 144A | | | 5.250 | | | | 08/15/22 | | | | 3,350 | | | | 3,484,000 | |
Gtd. Notes, 144A | | | 5.500 | | | | 02/15/24 | | | | 375 | | | | 393,116 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 8,732,248 | |
| | | | | | | | | | | | | | | | |
TOTAL CORPORATE BONDS (cost $647,680,149) | | | | | | | | | | | | | | | 643,294,935 | |
| | | | | | | | | | | | | | | | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 29 | |
Schedule of Investments (continued)
as of May 31, 2019
| | | | | | | | | | | | | | | | |
| | | | |
Description | | | | | | | | Shares | | | Value | |
| | | | |
COMMON STOCKS 0.3% | | | | | | | | | | | | | | | | |
| | | | |
Electric Utilities 0.3% | | | | | | | | | | | | | | | | |
GenOn Energy Holdings, Inc. (Class A Stock)*^ | | | | | | | | | | | 9,187 | | | $ | 1,538,822 | |
Keycon Power Holdings LLC*^ | | | | | | | | | | | 1,100 | | | | 324,500 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | 1,863,322 | |
| | | | |
Oil, Gas & Consumable Fuels 0.0% | | | | | | | | | | | | | | | | |
Frontera Energy Corp. (Colombia) | | | | | | | | | | | 2,066 | | | | 20,649 | |
| | | | | | | | | | | | | | | | |
TOTAL COMMON STOCKS (cost $1,300,995) | | | | | | | | | | | | | | | 1,883,971 | |
| | | | | | | | | | | | | | | | |
TOTAL LONG-TERM INVESTMENTS (cost $690,227,602) | | | | | | | | | | | | | | | 686,304,181 | |
| | | | | | | | | | | | | | | | |
| | | | |
SHORT-TERM INVESTMENT 3.8% | | | | | | | | | | | | | | | | |
| | | | |
AFFILIATED MUTUAL FUND | | | | | | | | | | | | | | | | |
PGIM Core Ultra Short Bond Fund (cost $20,416,725)(w) | | | | | | | | | | | 20,416,725 | | | | 20,416,725 | |
| | | | | | | | | | | | | | | | |
| | | | |
TOTAL INVESTMENTS 131.1% (cost $710,644,327) | | | | | | | | | | | | | | | 706,720,906 | |
Liabilities in excess of other assets(z) (31.1)% | | | | | | | | | | | | | | | (167,851,937 | ) |
| | | | | | | | | | | | | | | | |
| | | | |
NET ASSETS 100.0% | | | | | | | | | | | | | | $ | 538,868,969 | |
| | | | | | | | | | | | | | | | |
Below is a list of the abbreviation(s) used in the annual report:
144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, pursuant to the requirements of Rule 144A, may not be resold except to qualified institutional buyers.
LIBOR—London Interbank Offered Rate
MTN—Medium Term Note
PIK—Payment-in-Kind
REIT(s)—Real Estate Investment Trust(s)
Q—Quarterly payment frequency for swaps
* | Non-income producing security. |
# | Principal or notional amount is shown in U.S. dollars unless otherwise stated. |
^ | Indicates a Level 3 security. The aggregate value of Level 3 securities is $1,863,322 and 0.3% of net assets. |
(aa) | Represents security, or a portion thereof, with aggregate value of $365,171,856 segregated as collateral for amount of $180,000,000 borrowed and outstanding as of May 31, 2019. |
(c) | Variable rate instrument. The interest rate shown reflects the rate in effect at May 31, 2019. |
(w) | PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund. |
(z) | Includes net unrealized appreciation/(depreciation) and/or market value of the below holdings which are excluded from the Schedule of Investments: |
See Notes to Financial Statements.
Credit default swap agreement outstanding at May 31, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reference Entity/ Obligation | | Termination Date | | | Fixed Rate | | | Notional Amount (000)#(3) | | | Implied Credit Spread at May 31, 2019(4) | | | Value at Trade Date | | | Value at May 31, 2019 | | | Unrealized Appreciation (Depreciation) | |
Centrally Cleared Credit Default Swap Agreement on credit indices—Sell Protection(2): | | | | | | | | | |
CDX.NA.HY.32.V1 | | | 06/20/24 | | | | 5.000%(Q) | | | | 50,000 | | | | 3.932 | % | | $ | 3,015,000 | | | $ | 2,774,239 | | | $ | (240,761 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Fund entered into credit default swaps (“CDS”) to provide a measure of protection against defaults or to take an active long or short position with respect to the likelihood of a particular issuer’s default or the reference entity’s credit soundness. CDS contracts generally trade based on a spread which represents the cost a protection buyer has to pay the protection seller. The protection buyer is said to be short the credit as the value of the contract rises the more the credit deteriorates. The value of the CDS contract increases for the protection buyer if the spread increases.
(1) | If the Fund is a buyer of protection, it pays the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and make delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. |
(2) | If the Fund is a seller of protection, it receives the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. |
(3) | Notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement. |
(4) | Implied credit spreads, represented in absolute terms, utilized in determining the fair value of credit default swap agreements where the Fund is the seller of protection as of the reporting date serve as an indicator of the current status of the payment/ performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may includeup-front payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 31 | |
Schedule of Investments(continued)
as of May 31, 2019
Summary of Collateral for Centrally Cleared/Exchange-traded Derivatives:
Cash and securities segregated as collateral, including pending settlement for closed positions, to cover requirements for centrally cleared/exchange-traded derivatives are listed by broker as follows:
| | | | | | | | |
Broker | | Cash and/or Foreign Currency | | | Securities Market Value | |
Citigroup Global Markets Inc. | | $ | 2,840,000 | | | $ | — | |
| | | | | | | | |
Fair Value Measurements:
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.
Level 1—unadjusted quoted prices generally in active markets for identical securities.
Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.
Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.
The following is a summary of the inputs used as of May 31, 2019 in valuing such portfolio securities:
| | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | |
Investments in Securities | | | | | | | | | | | | |
Bank Loans | | $ | — | | | $ | 41,125,275 | | | $ | — | |
Corporate Bonds | | | — | | | | 643,294,935 | | | | — | |
Common Stocks | | | 20,649 | | | | — | | | | 1,863,322 | |
Affiliated Mutual Fund | | | 20,416,725 | | | | — | | | | — | |
Other Financial Instruments* | | | | | | | | | | | | |
Centrally Cleared Credit Default Swap Agreement | | | — | | | | (240,761 | ) | | | — | |
| | | | | | | | | | | | |
Total | | $ | 20,437,374 | | | $ | 684,179,449 | | | $ | 1,863,322 | |
| | | | | | | | | | | | |
* | Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and centrally cleared swap contracts, which are recorded at the unrealized appreciation (depreciation) on the instrument, and OTC swap contracts which are recorded at fair value. |
Industry Classification:
The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of May 31, 2019 were as follows (unaudited):
| | | | |
Telecommunications | | | 14.3 | % |
Media | | | 11.4 | |
Oil & Gas | | | 11.3 | |
Home Builders | | | 8.0 | |
Healthcare-Services | | | 6.8 | |
Retail | | | 6.8 | |
Entertainment | | | 6.1 | |
Chemicals | | | 5.7 | |
Software | | | 4.4 | |
Commercial Services | | | 4.2 | % |
Electric | | | 4.2 | |
Computers | | | 3.8 | |
Affiliated Mutual Fund | | | 3.8 | |
Diversified Financial Services | | | 3.5 | |
Building Materials | | | 2.7 | |
Auto Parts & Equipment | | | 2.5 | |
Mining | | | 2.5 | |
Aerospace & Defense | | | 2.4 | |
See Notes to Financial Statements.
Industry Classification (continued):
| | | | |
Foods | | | 2.4 | % |
Auto Manufacturers | | | 1.9 | |
Pharmaceuticals | | | 1.6 | |
Trucking & Leasing | | | 1.6 | |
Packaging & Containers | | | 1.6 | |
Real Estate Investment Trusts (REITs) | | | 1.5 | |
Lodging | | | 1.5 | |
Internet | | | 1.5 | |
Pipelines | | | 1.4 | |
Iron/Steel | | | 1.3 | |
Metal Fabricate/Hardware | | | 1.1 | |
Advertising | | | 1.1 | |
Real Estate | | | 1.0 | |
Gas | | | 0.9 | |
Banks | | | 0.9 | |
Transportation | | | 0.8 | |
Agriculture | | | 0.7 | |
Distribution/Wholesale | | | 0.6 | |
Engineering & Construction | | | 0.5 | |
Insurance | | | 0.4 | |
Machinery-Diversified | | | 0.4 | |
Healthcare-Products | | | 0.4 | % |
Electric Utilities | | | 0.3 | |
Beverages | | | 0.3 | |
Semiconductors | | | 0.2 | |
Coal | | | 0.2 | |
Miscellaneous Manufacturing | | | 0.1 | |
Home Furnishings | | | 0.1 | |
Housewares | | | 0.1 | |
Household Products/Wares | | | 0.1 | |
Oil & Gas Services | | | 0.1 | |
Forest Products & Paper | | | 0.1 | |
Oil, Gas & Consumable Fuels | | | 0.0 | * |
| | | | |
| | | 131.1 | |
Liabilities in excess of other assets | | | (31.1 | ) |
| | | | |
| | | 100.0 | % |
| | | | |
Effects of Derivative Instruments on the Financial Statements and Primary Underlying Risk Exposure:
The Fund invested in derivative instruments during the reporting period. The primary type of risk associated with these derivative instruments is credit contracts risk. See the Notes to Financial Statements for additional detail regarding these derivative instruments and their risks. The effect of such derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.
Fair values of derivative instruments as of May 31, 2019 as presented in the Statement of Assets and Liabilities:
| | | | | | | | | | | | |
| | Asset Derivatives | | | Liability Derivatives | |
Derivatives not accounted for as hedging instruments, carried at fair value | | Statement of Assets and Liabilities Location | | Fair Value | | | Statement of Assets and Liabilities Location | | Fair Value | |
Credit contracts | | — | | $ | — | | | Due from/to broker—variation margin swaps | | $ | 240,761 | * |
| | | | | | | | | | | | |
* | Includes cumulative appreciation (depreciation) as reported in the schedule of open futures and centrally cleared swap contracts. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities. |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 33 | |
Schedule of Investments(continued)
as of May 31, 2019
The effects of derivative instruments on the Statement of Operations for the year ended May 31, 2019 are as follows:
| | | | |
Amount of Realized Gain (Loss) on Derivatives Recognized in Income | |
Derivatives not accounted for as hedging instruments, carried at fair value | | Swaps | |
Credit contracts | | $ | (328,062 | ) |
| | | | |
| | | | |
Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income | |
Derivatives not accounted for as hedging instruments, carried at fair value | | Swaps | |
Credit contracts | | $ | (240,761 | ) |
| | | | |
For the year ended May 31, 2019, the Fund’s average volume of derivative activities is as follows:
| | |
Credit Default Swap Agreements— Sell Protection(1) | |
$ | 10,000,000 | |
(1) | Notional Amount in USD. |
See Notes to Financial Statements.
Statement of Assets & Liabilities
as of May 31, 2019
| | | | |
Assets | | | | |
Investments at value: | | | | |
Unaffiliated investments (cost $690,227,602) | | $ | 686,304,181 | |
Affiliated investments (cost $20,416,725) | | | 20,416,725 | |
Cash | | | 74,255 | |
Dividends and interest receivable | | | 11,972,901 | |
Receivable for investments sold | | | 6,969,841 | |
Deposit with broker for centrally cleared/exchange-traded derivatives | | | 2,840,000 | |
Prepaid expenses | | | 971 | |
| | | | |
Total Assets | | | 728,578,874 | |
| | | | |
| |
Liabilities | | | | |
Loan payable | | | 180,000,000 | |
Payable for investments purchased | | | 8,149,523 | |
Loan interest payable | | | 527,414 | |
Management fee payable | | | 493,392 | |
Due to broker—variation margin swaps | | | 338,242 | |
Accrued expenses and other liabilities | | | 78,571 | |
Dividends payable | | | 72,160 | |
Deferred directors’ fees | | | 50,603 | |
| | | | |
Total Liabilities | | | 189,709,905 | |
| | | | |
| |
Net Assets | | $ | 538,868,969 | |
| | | | |
| | | | |
Net assets were comprised of: | | | | |
Common stock, at par | | $ | 33,257 | |
Paid-in capital in excess of par | | | 633,874,484 | |
Total distributable earnings (loss) | | | (95,038,772 | ) |
| | | | |
Net assets, May 31, 2019 | | $ | 538,868,969 | |
| | | | |
Net asset value per share ($538,868,969 ÷ 33,256,724 shares of common stock issued and outstanding) | | $ | 16.20 | |
| | | | |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 35 | |
Statement of Operations
Year Ended May 31, 2019
| | | | |
Net Investment Income (Loss) | | | | |
Income | | | | |
Interest income | | $ | 41,017,094 | |
Affiliated dividend income | | | 610,396 | |
Unaffiliated dividend income (net of $ 115 foreign withholding tax) | | | 396,689 | |
| | | | |
Total income | | | 42,024,179 | |
| | | | |
| |
Expenses | | | | |
Management fee | | | 5,758,860 | |
Loan interest and commitment expense | | | 5,696,360 | |
Custodian and accounting fees | | | 169,098 | |
Shareholders’ reports | | | 74,196 | |
Legal fees and expenses | | | 65,757 | |
Audit fee | | | 44,155 | |
Registration fees | | | 34,088 | |
Directors’ fees | | | 22,010 | |
Transfer agent’s fees and expenses | | | 20,937 | |
Miscellaneous | | | 26,198 | |
| | | | |
Total expenses | | | 11,911,659 | |
| | | | |
Net investment income (loss) | | | 30,112,520 | |
| | | | |
| |
Realized And Unrealized Gain (Loss) On Investments | | | | |
Net realized gain (loss) on: | | | | |
Investment transactions | | | 444,755 | |
Swap agreement transactions | | | (328,062 | ) |
| | | | |
| | | 116,693 | |
| | | | |
Net change in unrealized appreciation (depreciation) on: | | | | |
Investments | | | 2,638,677 | |
Swap agreements | | | (240,761 | ) |
| | | | |
| | | 2,397,916 | |
| | | | |
Net gain (loss) on investment transactions | | | 2,514,609 | |
| | | | |
Net Increase (Decrease) In Net Assets Resulting From Operations | | $ | 32,627,129 | |
| | | | |
See Notes to Financial Statements.
Statements of Changes in Net Assets
| | | | | | | | |
| |
| | Year Ended May 31, | |
| | |
| | 2019 | | | 2018 | |
Increase (Decrease) in Net Assets | | | | | | | | |
Operations | | | | | | | | |
Net investment income (loss) | | $ | 30,112,520 | | | $ | 29,883,403 | |
Net realized gain (loss) on investment transactions | | | 116,693 | | | | (1,185,683 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | 2,397,916 | | | | (10,939,991 | ) |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 32,627,129 | | | | 17,757,729 | |
| | | | | | | | |
| | |
Dividends and Distributions | | | | | | | | |
Distributions from distributable earnings* | | | (35,418,411 | ) | | | — | |
| | | | | | | | |
Dividends from net investment income* | | | * | | | | (36,166,687 | ) |
| | | | | | | | |
Total increase (decrease) | | | (2,791,282 | ) | | | (18,408,958 | ) |
| | |
Net Assets: | | | | | | | | |
Beginning of year | | | 541,660,251 | | | | 560,069,209 | |
| | | | | | | | |
End of year(a) | | $ | 538,868,969 | | | $ | 541,660,251 | |
| | | | | | | | |
(a) Includes undistributed/(distributions in excess of) net investment income of: | | $ | | * | | $ | 648,719 | |
| | | | | | | | |
* | For the year ended May 31, 2019, the disclosures have been revised to reflect revisions to RegulationS-X adopted by the SEC in 2018 (refer to Note 9). |
See Notes to Financial Statements.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 37 | |
Statement of Cash Flows
For Year Ended May 31, 2019
| | | | |
Cash Flows Provided by / (Used for) Operating Activities: | | | | |
Net increase (decrease) in net assets resulting from operations | | $ | 32,627,129 | |
| |
Adjustments to reconcile net increase (decrease) in net operations to net cash provided by / (used for) operating | | | | |
Proceeds from disposition of long-term portfolio investments | | | 611,707,244 | |
Purchases of long-term portfolio investments | | | (611,659,042 | ) |
Net proceeds (purchases) of short-term portfolio investments | | | (2,202,469 | ) |
Net premiums (paid) received for swap agreements | | | (568,823 | ) |
Net realized (gain) loss on investment transactions | | | (444,755 | ) |
Net realized (gain) loss on swap agreement transactions | | | 328,062 | |
Net change in unrealized (appreciation) depreciation of investments | | | (2,638,677 | ) |
Net change in unrealized (appreciation) depreciation on swap agreements | | | 240,761 | |
(Increase) Decrease in Assets: | | | | |
Dividends and interest receivable | | | (404,257 | ) |
Receivable for investments sold | | | (4,165,275 | ) |
Deposit with broker for centrally cleared/exchange-traded derivatives | | | (2,840,000 | ) |
Prepaid expenses | | | 175 | |
Increase (Decrease) in Liabilities: | | | | |
Payable for investments purchased | | | (30,244 | ) |
Loan interest payable | | | 131,568 | |
Management fee payable | | | 13,070 | |
Due to broker—variation margin swaps | | | 338,242 | |
Accrued expenses and other liabilities | | | 6,402 | |
Dividends payable | | | 27,458 | |
Deferred directors’ fees | | | 1,800 | |
| | | | |
Total adjustments | | | (12,158,760 | ) |
| | | | |
Cash provided by (used for) operating activities | | | 20,468,369 | |
Cash provided by (used for) financing activities: | | | | |
Increase in borrowing | | | 15,000,000 | |
Cash paid on distributions from distributable earnings | | | (35,418,411 | ) |
| | | | |
Cash provided by (used for) financing activities | | | (20,418,411 | ) |
| | | | |
| |
Cash at beginning of year | | | 24,297 | |
| | | | |
Cash at end of year | | $ | 74,255 | |
| | | | |
| |
Supplemental disclosure of cash flow information | | | | |
Cash paid during the year for interest expense | | $ | 5,564,792 | |
| | | | |
See Notes to Financial Statements.
Notes to Financial Statements
PGIM High Yield Bond Fund, Inc. (the “Fund”), formerly PGIM Short Duration High Yield Bond Fund, Inc., is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a diversified,closed-end management investment company. The Fund was incorporated as a Maryland corporation on November 14, 2011.
The investment objective of the Fund is to provide a high level of current income.
1. Accounting Policies
The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 Financial Services —Investment Companies.The following accounting policies conform to U.S. generally accepted accounting principles. The Fund consistently follows such policies in the preparation of its financial statements.
Securities Valuation:The Fund holds securities and other assets and liabilities that are fair valued at the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund’s Board of Directors (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly scheduled quarterly meeting.
For the fiscal reportingyear-end, securities and other assets and liabilities were fair valued at the close of the last U.S. business day. Trading in certain foreign securities may occur when the NYSE is closed (including weekends and holidays). Because such foreign securities trade in markets that are open on weekends and U.S. holidays, the values of some of the Fund’s foreign investments may change on days when investors cannot purchase or redeem Fund shares.
Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the Schedule of Investments and referred to herein as the “fair value hierarchy” in accordance with FASB ASC Topic 820—Fair Value Measurements and Disclosures.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 39 | |
Notes to Financial Statements(continued)
Investments inopen-end,non-exchange-traded mutual funds are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.
Fixed income securities traded in the OTC market are generally classified as Level 2 in the fair value hierarchy. Such fixed income securities are typically valued using the market approach which generally involves obtaining data from an approved independent third-party vendor source. The Fund utilizes the market approach as the primary method to value securities when market prices of identical or comparable instruments are available. The third-party vendors’ valuation techniques used to derive the evaluated bid price are based on evaluating observable inputs, including but not limited to, yield curves, yield spreads, credit ratings, deal terms, tranche level attributes, default rates, cash flows, prepayment speeds, broker/dealer quotations and reported trades. Certain Level 3 securities are also valued using the market approach when obtaining a single broker quote or when utilizing transaction prices for identical securities that have been used in excess of five business days. During the reporting period, there were no changes to report with respect to the valuation approach and/or valuation techniques discussed above.
Bank loans are generally valued at prices provided by approved independent pricing vendors. The pricing vendors utilize broker/dealer quotations and provide prices based on the average of such quotations. Bank loans valued using such vendor prices are generally classified as Level 2 in the fair value hierarchy. Bank loans valued based on a single broker quote or at the original transaction price in excess of five business days are classified as Level 3 in the fair value hierarchy.
OTC and centrally cleared derivative instruments are generally classified as Level 2 in the fair value hierarchy. Such derivative instruments are typically valued using the market approach and/or income approach which generally involves obtaining data from an approved independent third-party vendor source. The Fund utilizes the market approach when quoted prices in broker-dealer markets are available but also includes consideration of alternative valuation approaches, including the income approach. In the absence of reliable market quotations, the income approach is typically utilized for purposes of valuing OTC derivatives such as interest rate swaps based on a discounted cash flow analysis whereby the value of the instrument is equal to the present value of its future cash inflows or outflows. Such analysis includes projecting future cash flows and determining the discount rate (including the present value factors that affect the discount rate) used to discount the future cash flows. In addition, the third-party vendors’ valuation techniques used to derive the evaluated OTC derivative price is based on evaluating observable inputs, including but not limited to, underlying asset prices, indices, spreads, interest rates and exchange rates. Certain OTC derivatives may be classified as Level 3 when valued using the market
approach by obtaining a single broker quote or when utilizing unobservable inputs in the income approach. During the reporting period, there were no changes to report with respect to the valuation approach and/or valuation techniques discussed above.
Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy.
When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Manager regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other unaffiliated mutual funds to calculate their net asset values.
Illiquid Securities:Pursuant to Rule22e-4 under the 1940 Act, the Fund has adopted a Board approved Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of net assets. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its subadviser and may incur transaction costs that would not be incurred in the sale of securities that were freely marketable.
Restricted Securities:Securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer are considered restricted as to disposition under federal securities law (“restricted securities”). Such restricted securities are valued pursuant to the valuation procedures noted above. Restricted securities that would otherwise be considered illiquid investments pursuant to the Fund’s LRMP because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. Therefore, these Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act of 1933, may be classified higher than “illiquid” under the LRMP (i.e. “moderately liquid” or “less liquid” investments). However, the liquidity of the Fund’s investments in restricted securities could be impaired if trading does not develop or declines.
Bank Loans:The Fund invested in bank loans. Bank loans include fixed and floating rate loans that are privately negotiated between a corporate borrower and one or more financial
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 41 | |
Notes to Financial Statements(continued)
institutions, including, but not limited to, term loans, revolvers, and other instruments issued in the bank loan market. The Fund may acquire interests in loans directly (by way of assignment from the selling institution) or indirectly (by way of the purchase of a participation interest from the selling institution). Under a bank loan assignment, the Fund generally will succeed to all the rights and obligations of an assigning lending institution and becomes a lender under the loan agreement with the relevant borrower in connection with that loan. Under a bank loan participation, the Fund generally will have a contractual relationship only with the lender, not with the relevant borrower. As a result, the Fund generally will have the right to receive payments of principal, interest, and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the relevant borrower. The Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the institution selling the participation to the Fund.
Swap Agreements:The Fund entered into certain types of swap agreements detailed in the disclosures below. A swap agreement is an agreement to exchange the return generated by one instrument for the return generated by another instrument. Swap agreements are negotiated in the OTC market and may be executed either directly with a counterparty(“OTC-traded”) or through a central clearing facility, such as a registered exchange. Swap agreements are valued daily at current market value and any change in value is included in the net unrealized appreciation (depreciation) on swap agreements. Centrally cleared swaps pay or receive an amount known as “variation margin”, based on daily changes in the valuation of the swap contract. Any upfront premiums paid and received are shown as swap premiums paid and swap premiums received in the Statement of Assets and Liabilities. Risk of loss may exceed amounts recognized on the Statement of Assets and Liabilities. Swap agreements outstanding at period end, if any, are listed on the Schedule of Investments.
Credit Default Swaps (“CDS”):CDS involve one party (the protection buyer) making a stream of payments to another party (the protection seller) in exchange for the right to receive a specified payment in the event of a default or as a result of a default (collectively a “credit event”) for the referenced entity (typically corporate issues or sovereign issues of an emerging country) on its obligation; or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index.
The Fund is subject to credit risk in the normal course of pursuing its investment objectives, and as such, has entered into CDS contracts to provide a measure of protection against defaults or to take an active long or short position with respect to the likelihood of a particular issuer’s default or the reference entity’s credit soundness. CDS contracts generally trade based on a spread which represents the cost a protection buyer has to pay the protection seller. The protection buyer is said to be short the credit as the value of the
contract rises the more the credit deteriorates. The value of the CDS contract increases for the protection buyer if the spread increases. The Fund’s maximum risk of loss from counterparty credit risk for purchased CDS is the inability of the counterparty to honor the contract up to the notional value due to a credit event.
As a seller of protection on credit default swap agreements, the Fund generally receives an agreed upon payment from the buyer of protection throughout the term of the swap, provided no credit event occurs. As the seller, the Fund effectively increases its investment risk because, in addition to its total net assets, the Fund may be subject to investment exposure on the notional amount of the swap.
The maximum amount of the payment that the Fund, as a seller of protection, could be required to make under a credit default swap agreement would be equal to the notional amount of the underlying security or index contract as a result of a credit event. This potential amount will be partially offset by any recovery values of the respective referenced obligations, or net amounts received from the settlement of buy protection credit default swap agreements which the Fund entered into for the same referenced entity or index. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.
Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements where the Fund is the seller of protection as of period end are disclosed in the footnotes to the Schedule of Investments, if applicable. These spreads serve as indicators of the current status of the payment/performance risk and represent the likelihood of default risk for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider credit spreads and increased market value in absolute terms, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.
Master Netting Arrangements:The Fund is subject to various Master Agreements, or netting arrangements, with select counterparties. These are agreements which a subadviser may have negotiated and entered into on behalf of the Fund. A master netting arrangement between the Fund and the counterparty permits the Fund to offset amounts payable by the Fund to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Fund to cover the Fund’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable. In addition to master netting arrangements, the right toset-off exists when all the conditions are met such that each of the parties owes the other determinable amounts, the reporting party has the right toset-off the amount owed with the amount owed by the other party, the reporting party intends toset-off and the right ofset-off is enforceable by law. During the reporting period, there was no intention to settle on a net basis and all amounts are presented on a gross basis on the Statement of Assets and Liabilities.
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 43 | |
Notes to Financial Statements(continued)
Payment-In-Kind:The Fund invested in the open market or receive pursuant to debt restructuring, securities thatpay-in-kind (PIK) the interest due on such debt instruments. The PIK interest, computed at the contractual rate specified, is added to the existing principal balance of the debt when issued bonds have same terms as the bond or recorded as a separate bond when terms are different from the existing debt, and is recorded as interest income.
Securities Transactions and Net Investment Income:Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on theex-date, or for certain foreign securities, when the Fund becomes aware of such dividends. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual.
Taxes:It is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its stockholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned. However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income for the calendar year and 98.2% of its net capital gains for aone-year period ending on October 31 exceed the distributions from such taxable income and net capital gains for the calendar year.
Dividends and Distributions:The Fund intends to make a level dividend distribution each month to the holders of Common Stock. The level dividend rate may be modified by the Board from time to time, and will be based upon the past and projected performance and expenses of the Fund. The Fund intends to also make a distribution during or with respect to each calendar year (which may be combined with a regular monthly distribution), which will generally include any net investment income and net realized capital gain for the year not otherwise distributed.
PGIM Investments has received an order from the Securities and Exchange Commission (the “SEC”) granting the Fund an exemption from Section 19(b) of the 1940 Act and Rule19b-1 thereunder to permit certainclosed-end funds managed by PGIM Investments to include realized long-term capital gains as a part of their respective regular distributions to the holders of Common Stock more frequently than would otherwise be permitted by the
1940 Act (generally once per taxable year). The Fund intends to rely on this exemptive order. The Board may, at the request of PGIM Investments, adopt a managed distribution policy.
Dividends and distributions to stockholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on theex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified amongst total distributable earnings (loss) andpaid-in capital in excess of par, as appropriate.
Estimates:The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
2. Agreements
The Fund has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with PGIM, Inc., which provides subadvisory services to the Fund through its PGIM Fixed Income unit. The subadvisory agreement provides that PGIM, Inc. will furnish investment advisory services in connection with the management of the Fund. In connection therewith, PGIM, Inc. is obligated to keep certain books and records of the Fund. PGIM Investments pays for the services of PGIM, Inc., the cost of compensation of officers of the Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.
The management fee paid to the Manager is accrued daily and payable monthly, at an annual rate of 0.80% of the average daily value of the Fund’s investable assets. “Investable assets” refers to the net assets attributable to the outstanding common stock of the Fund plus the liquidation preference of any outstanding preferred stock issued by the Fund, the principal amount of any borrowings and the principal on any debt securities issued by the Fund
PGIM Investments and PGIM, Inc. are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).
3. Other Transactions with Affiliates
The Fund may enter into certain securities purchase or sale transactions under Board approved Rule17a-7 procedures. Rule17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors, and/or common officers. Pursuant to the Rule17a-7 procedures and consistent with
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 45 | |
Notes to Financial Statements(continued)
guidance issued by the SEC, the Fund’s Chief Compliance Officer (“CCO”) prepares a quarterly summary of all such transactions for submission to the Board, together with the CCO’s written representation that all such17a-7 transactions were effected in accordance with the Fund’s Rule17a-7 procedures. Any17a-7 transactions for the reporting period are disclosed in the “Portfolio Securities” note, below.
The Fund may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”), a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. Through the Fund’s investments in the mentioned underlying fund, PGIM Investments and/or its affiliates are paid fees or reimbursed for providing their services. Earnings from the Core Fund are disclosed on the Statement of Operations as “Affiliated dividend income”.
4. Portfolio Securities
The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the year ended May 31, 2019, were $611,659,042 and $606,023,792, respectively.
A summary of the cost of purchases and proceeds from sales of shares of an affiliated investment for the year ended May 31, 2019, is presented as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Value, Beginning of Year | | Cost of Purchases | | | Proceeds from Sales | | | Change in Unrealized Gain (Loss) | | | Realized Gain (Loss) | | | Value, End of Year | | | Shares, End of Year | | | Income | |
PGIM Core Ultra Short Bond Fund* | |
$18,214,256 | | $ | 361,440,511 | | | $ | 359,238,042 | | | $ | — | | | $ | — | | | $ | 20,416,725 | | | | 20,416,725 | | | $ | 610,396 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
* | The Fund did not have any capital gain distributions during the reporting period. |
For the year ended May 31, 2019, no17a-7 transactions were entered into by the Fund.
5. Distributions and Tax Information
For the years ended May 31, 2019 and May 31, 2018, the tax character of dividends paid by the Fund were $35,418,411 and $36,166,687 of ordinary income, respectively.
As of May 31, 2019, the accumulated undistributed earnings on a tax basis was $1,467,940 of ordinary income.
The United States federal income tax basis of the Fund’s investments and the net unrealized depreciation as of May 31, 2019 were as follows:
| | | | | | |
Tax Basis | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Depreciation |
$714,921,160 | | $9,099,550 | | $(17,540,565) | | $(8,441,015) |
The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales, swaps, differences in the treatment of premium amortization for book and tax purposes and other book to tax differences.
For federal income tax purposes, the Fund had a capital loss carryforward as of May 31, 2019 of approximately $87,943,000 which can be carried forward for an unlimited period. No capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such losses.
The Manager has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. The Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
6. Capital and Ownership
There are 1 billion shares of $0.001 par value common stock authorized. Prior to commencement of operations on April 30, 2012, the Fund issued 5,240 shares of common stock to Prudential at an aggregate purchase price of $100,084. As of May 31, 2019, Prudential owned 9,249 shares of the Fund.
For the year period ended May 31, 2019, the Fund did not issue any shares of common stock in connection with the Fund’s dividend reinvestment plan.
7. Borrowings andRe-hypothecation
The Fund currently is a party to a committed credit facility (the “credit facility”) with a financial institution. The credit facility provides for a maximum commitment of $240 million. Interest on any borrowings under the credit facility is payable at the negotiated rates. The Fund’s obligations under the credit facility are secured by the assets of the Fund segregated for the purpose of securing the amount borrowed. The purpose of the credit facility is to provide the Fund with portfolio leverage and to meet its general cash flow requirements.
The Fund utilized the credit facility during the year ended May 31, 2019. The average daily outstanding loan balance for the 365 days that the Fund utilized the facility during the period was $180,452,055, borrowed at a weighted average interest rate of 3.11%. The
| | | | |
PGIM High Yield Bond Fund, Inc. | | | 47 | |
Notes to Financial Statements(continued)
maximum loan balance outstanding during the period was $190,000,000. At May 31, 2019, the Fund had an outstanding loan balance of $180,000,000.
Re-hypothecation:The credit facility agreement permits, subject to certain conditions, the financial institution tore-hypothecate, up to the amount outstanding under the facility, portfolio securities segregated by the Fund as collateral. The Fund continues to receive interest onre-hypothecated securities. The Fund also has the right under the agreement to recall there-hypothecated securities from the financial institution on demand. If the financial institution fails to deliver the recalled security in a timely manner, the Fund will be compensated by the financial institution for any fees or losses related to the failed delivery or, in the event a recalled security will not be returned by the financial institution, the Fund, upon notice to the financial institution, may reduce the loan balance outstanding by the value of the recalled security failed to be returned plus accrued interest. The Fund will receive a portion of the fees earned by the financial institution in connection with the rehypothecation of portfolio securities. Such earnings are disclosed in the Statement of Operations under Other income. As of May 31, 2019, there were no earnings to be disclosed.
8. Risks of Investing in the Fund
The Fund’s risks include, but are not limited to, some or all of the risks discussed below:
Bond Obligations Risk:The Fund’s holdings, share price, yield and total return may fluctuate in response to bond market movements. The value of bonds may decline for issuer-related reasons, including management performance, financial leverage and reduced demand for the issuer’s goods and services. Certain types of fixed-income obligations also may be subject to “call and redemption risk,” which is the risk that the issuer may call a bond held by the Fund for redemption before it matures and the Fund may not be able to reinvest at the same level and therefore would earn less income.
Derivatives Risk:Derivatives involve special risks and costs and may result in losses to the Fund. The successful use of derivatives requires sophisticated management, and, to the extent that derivatives are used, the Fund will depend on the subadviser’s ability to analyze and manage derivative transactions. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Some derivatives are “leveraged” and therefore may magnify or otherwise increase investment losses to the Fund. Other risks arise from the potential inability to terminate or sell derivatives positions. A liquid secondary market may not always exist for the Fund’s derivatives positions. In fact, many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. OTC derivative instruments also involve the risk that the other party will not meet its obligations to the Fund.
Interest Rate Risk:The value of an investment may go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. When interest rates fall, the issuers of debt obligations may prepay principal more quickly than expected, and the Fund may be required to reinvest the proceeds at a lower interest rate. This is referred to as “prepayment risk.” When interest rates rise, debt obligations may be repaid more slowly than expected, and the value of the Fund’s holdings may fall sharply. This is referred to as “extension risk. The Fund may face a heightened level of interest rate risk as a result of the U.S. Federal Reserve Board’s policies. The Fund’s investments may lose value if short-term or long-term interest rates rise sharply or in a manner not anticipated by the subadviser.
Liquidity Risk:The Fund may invest in instruments that trade in lower volumes and are less liquid than other investments. Liquidity risk exists when particular investments made by the Fund are difficult to purchase or sell. Liquidity risk includes the risk that the Fund may make investments that may become less liquid in response to market developments or adverse investor perceptions. Investments that are illiquid or that trade in lower volumes may be more difficult to value. If the Fund is forced to sell these investments to pay redemption proceeds or for other reasons, the Fund may lose money. In addition, when there is no willing buyer and investments may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, the Fund may incur higher transaction costs when executing trade orders of a given size. The reduction in dealer market-making capacity in the fixed-income markets that has occurred in recent years also has the potential to reduce liquidity. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities.
Market and Credit Risk:Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of an investment in the Fund will decline. Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.
Risks of Investments in Bank Loans:The Fund’s ability to receive payments of principal and interest and other amounts in connection with loans (whether through participations, assignments or otherwise) will depend primarily on the financial condition of the borrower. The failure by the Fund’s scheduled interest or principal payments on a loan because of a default, bankruptcy or any other reason would adversely affect the income of the Fund and would likely reduce the value of its assets. Even with loans secured by collateral, there is the risk that the value of the collateral may decline, may be insufficient to meet the obligations of the borrower, or be difficult to liquidate. In the event of a default, the Fund may have difficulty collecting on any collateral and would not have the ability to collect on any collateral for an uncollateralized loan. Further, the Fund’s access to collateral, if any, may be
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PGIM High Yield Bond Fund, Inc. | | | 49 | |
Notes to Financial Statements(continued)
limited by bankruptcy laws.
9. Recent Accounting Pronouncements and Reporting Updates
In August 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to RegulationS-X to update and simplify the disclosure requirements for registered investment companies by eliminating requirements that are redundant or duplicative of US GAAP requirements or other SEC disclosure requirements. The new amendments require the presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and the total, rather than the components, of dividends from net investment income and distributions from net realized gains on the Statements of Changes in Net Assets. The amendments also removed the requirement for the parenthetical disclosure of undistributed net investment income on the Statements of Changes in Net Assets and certain tax adjustments that were reflected in the Notes to Financial Statements. The Manager has adopted the amendments and reflected them in the Fund’s financial statements.
In August 2018, the FASB issued Accounting Standards Update (“ASU”)No. 2018-13, which changes certain fair value measurement disclosure requirements. The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the Fund’s policy for the timing of transfers between levels. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Manager has evaluated the implications of certain provisions of the ASU and has determined to early adopt aspects related to the removal and modification of certain fair value measurement disclosures under the ASU effective immediately. At this time, the Manager is evaluating the implications of certain other provisions of the ASU related to new disclosure requirements and any impact on the financial statement disclosures has not yet been determined.
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended May 31, | |
| | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | |
Per Share Operating Performance(a): | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | | $16.29 | | | | $16.84 | | | | $16.79 | | | | $17.84 | | | | $18.82 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.91 | | | | 0.90 | | | | 0.98 | | | | 1.06 | | | | 1.20 | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 0.07 | | | | (0.36 | ) | | | 0.32 | | | | (0.75 | ) | | | (0.59 | ) |
Total from investment operations | | | 0.98 | | | | 0.54 | | | | 1.30 | | | | 0.31 | | | | 0.61 | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (1.07 | ) | | | (1.09 | ) | | | (1.25 | ) | | | (1.36 | ) | | | (1.59 | ) |
Net asset value, end of year | | | $16.20 | | | | $16.29 | | | | $16.84 | | | | $16.79 | | | | $17.84 | |
Market price, end of year | | | $13.93 | | | | $14.07 | | | | $15.59 | | | | $15.58 | | | | $15.75 | |
Total Return(b): | | | 6.84% | | | | (2.89)% | | | | 8.36% | | | | 8.23% | | | | (2.92)% | |
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Ratios/Supplemental Data: | |
Net assets, end of year (000) | | | $538,869 | | | | $541,660 | | | | $560,069 | | | | $558,403 | | | | $593,165 | |
Average net assets (000) | | | $539,282 | | | | $550,742 | | | | $559,484 | | | | $560,771 | | | | $602,489 | |
Ratios to average net assets(c)(d): | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 2.21% | | | | 1.84% | | | | 1.71% | | | | 1.55% | | | | 1.58% | |
Expenses before waivers and/or expense reimbursement | | | 2.21% | | | | 1.84% | | | | 1.71% | | | | 1.55% | | | | 1.58% | |
Net investment income (loss) | | | 5.58% | | | | 5.43% | | | | 5.84% | | | | 6.29% | | | | 6.60% | |
Portfolio turnover rate(e) | | | 87% | | | | 72% | | | | 65% | | | | 58% | | | | 58% | |
Asset coverage | | | 399% | | | | 428% | | | | 411% | | | | 372% | | | | 439% | |
Total debt outstanding atperiod-end (000) | | | $180,000 | | | | $165,000 | | | | $180,000 | | | | $205,000 | | | | $175,000 | |
(a) | Calculated based on average shares outstanding during the year. |
(b) | Total return is calculated assuming a purchase of common stock at the current market price on the first day and a sale at the closing market price on the last day for the year reported. Dividends are assumed, for the purpose of this calculation, to be reinvested at prices obtainable under the Fund’s dividend reinvestment plan. This amount does not reflect brokerage commissions or sales load. |
(c) | Does not include expenses of the underlying fund in which the Fund invests. |
(d) | Includes interest expense of 1.06%, 0.71%, 0.54%, 0.40% and 0.41%, for the years ended May 31, 2019, 2018, 2017, 2016, and 2015, respectively. |
(e) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
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PGIM High Yield Bond Fund, Inc. | | | 51 | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
PGIM High Yield Bond Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of PGIM High Yield Bond Fund, Inc. (formerly PGIM Short Duration High Yield Fund, Inc.) (the Fund), including the schedule of investments, as of May 31, 2019, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in thetwo-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years indicated therein. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of May 31, 2019, the results of its operations and cash flows for the year then ended, changes in its net assets for each of the years in thetwo-year period then ended, and the financial highlights for each of the years indicated therein, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of May 31, 2019, by correspondence with the custodian and brokers, or by other appropriate auditing procedures when replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more PGIM and/or Prudential Retail investment companies since 2003.
New York, New York
July 18, 2019
Tax Information(unaudited)
For the year ended May 31, 2019, the Fund reports the maximum amount allowable but not less than 67.85% as interest related dividends in accordance with Section 871(k)(1) and 881(e)(1) of the Internal Revenue Code.
In January 2020, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV as to the federal tax status of distributions received by you in calendar year 2019.
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PGIM High Yield Bond Fund, Inc. | | | 53 | |
Other Information(unaudited)
Dividend Reinvestment Plan. Unless a holder of common stock elects to receive cash by contacting Computershare Trust Company, N.A. (the “Plan Administrator”), all dividends declared on common stock will be automatically reinvested by the Plan Administrator pursuant to the Fund’s Automatic Dividend Reinvestment Plan (the “Plan”), in additional common stock. The holders of common stock who elect not to participate in the Plan will receive all dividends and other distributions (together, a “Dividend”) in cash paid by check mailed directly to the stockholder of record (or, if the common stock is held in street or other nominee name, then to such nominee) by the Plan Administrator as dividend disbursing agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the Dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared Dividend. Such notice will be effective with respect to a particular Dividend. Some brokers may automatically elect to receive cash on behalf of the holders of common stock and mayre-invest that cash in additional common stock.
The Plan Administrator will open an account for each common stockholder under the Plan in the same name in which such common stockholder’s common stock is registered. Whenever the Fund declares a Dividend payable in cash,non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in common stock. The common stock will be acquired by the Plan Administrator for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common stock from the Fund (“Newly Issued common stock”) or (ii) by purchase of outstanding common stock on the open market (“Open-Market Purchases”) on the NYSE or elsewhere. If, on the payment date for any Dividend, the closing market price of the common stock plus per share fees (as defined below) is equal to or greater than the NAV per share of common stock (such condition being referred to as “market premium”), the Plan Administrator will invest the Dividend amount in Newly Issued common stock on behalf of the participants. The number of Newly Issued common stock to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the NAV per share of common stock on the payment date, provided that, if the NAV per share of common stock is less than or equal to 95% of the closing market price per share of common stock on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per common stock on the payment date. If, on the payment date for any Dividend, the NAV per share of common stock is greater than the closing market value per share of common stock plus per share fees (such condition being referred to as “market discount”), the Plan Administrator will invest the Dividend amount in shares of common stock acquired on behalf of the participants in Open-Market Purchases. “Per share fees” include any applicable brokerage commissions the Plan Administrator is required to pay.
In the event of a market discount on the payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the common stock trades on an“ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in common stock acquired in Open-Market Purchases on behalf of participants. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per share of common stock exceeds the NAV per share of common stock, the average per share purchase price paid by the Plan Administrator for common stock may exceed the NAV per share of the common stock, resulting in the acquisition of fewer shares of common stock than if the Dividend had been paid in Newly Issued common stock on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued common stock at the NAV per share of common stock at the close of business on the Last Purchase Date, provided that, if the NAV is less than or equal to 95% of the then current market price per share of common stock, the dollar amount of the Dividend will be divided by 95% of the market price on the payment date for purposes of determining the number of shares issuable under the Plan.
The Plan Administrator maintains all stockholder accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by stockholders for tax records. common stock in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant, and each stockholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.
In the case of the holders of common stock such as banks, brokers or nominees that hold shares of common stock for others who are the beneficial owners, the Plan Administrator will administer the Plan on the basis of the number of shares of common stock certified from time to time by the record stockholder’s name and held for the account of beneficial owners who participate in the Plan.
The Plan Administrator’s service fee, if any, and expenses for administering the plan will be paid for by the Fund. If a participant elects by written, Internet or telephonic notice to the Plan Administrator to have the Plan Administrator sell part or all of the shares held by the Plan Administrator in the participant’s account and remit the proceeds to the participant, the Plan Administrator is authorized to deduct a $15.00 transaction fee plus a $0.12 per share
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PGIM High Yield Bond Fund, Inc. | | | 55 | |
Other Information(unaudited)(continued)
fee. If a participant elects to sell his or her shares of common stock, the Plan Administrator will process all sale instructions received no later than five business days after the date on which the order is received by the Plan Administrator, assuming the relevant markets are open and sufficient market liquidity exists (and except where deferral is required under applicable federal or state laws or regulations). Such sale will be made through the Plan Administrator’s broker on the relevant market and the sale price will not be determined until such time as the broker completes the sale. In every case the price to the participant shall be the weighted average sale price obtained by the Plan Administrator’s broker net of fees for each aggregate order placed by the participant and executed by the broker. To maximize cost savings, the Plan Administrator will seek to sell shares in round lot transactions. For this purpose the Plan Administrator may combine a participant’s shares with those of other selling participants.
There will be no brokerage charges with respect to shares of common stock issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with Open-Market Purchases. Each participant will be charged a per share fee (currently $0.05 per share) on all Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. See “Tax Matters.” Participants that request a sale of common stock through the Plan Administrator are subject to brokerage commissions.
Each participant may terminate the participant’s account under the Plan by so notifying the Plan Administrator via the Plan Administrator’s website at www.computershare.com/investor, by filling out the transaction request form located at the bottom of the participant’s Statement and sending it to the Plan Administrator or by calling the Plan Administrator. Such termination will be effective immediately if the participant’s notice is received by the Plan Administrator prior to any dividend or distribution record date. Upon any withdrawal or termination, the Plan Administrator will cause to be delivered to each terminating participant a statement of holdings for the appropriate number of the Fund’s whole book-entry shares of common stock and a check for the cash adjustment of any fractional share at the market value of the Fund’s shares of common stock as of the close of business on the date the termination is effective less any applicable fees. In the event a participant’s notice of termination is on or after a record date (but before payment date) for an account whose dividends are reinvested, the Plan Administrator, in its sole discretion, may either distribute such dividends in cash or reinvest them in shares of common stock on behalf of the terminating participant. In the event reinvestment is made, the Plan Administrator will process the termination as soon as practicable, but in no event later than five business days after the reinvestment is completed. The Plan may be terminated by the Fund upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund.
The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.
All correspondence or questions concerning the Plan should be directed to the Plan Administrator, Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078 or by calling (toll free)800-451-6788.
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PGIM High Yield Bond Fund, Inc. | | | 57 | |
Supplemental Proxy Information(unaudited)
An Annual Meeting of Stockholders was held on March 8, 2019. At such meeting the stockholders elected the following Class I Directors:
Approval of Directors
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Class I | | Affirmative Votes Cast | | | Shares Against/Withheld | |
Ellen S. Alberding | | | 26,014,601.000 | | | | 3,043,796.000 | |
Barry H. Evans | | | 26,059,157.00 | | | | 2,299,240.000 | |
Stuart S. Parker | | | 26,032,055.000 | | | | 3,026,342.000 | |
Brian K. Reid | | | 23,787,997.000 | | | | 5,270,400.000 | |
Management of the Fund(unaudited)
Information about the Directors and Officers of the Fund is set forth below. Directors who are not deemed to be “interested persons” of the Fund, as defined in the Investment Company Act of 1940 (the “1940 Act”), are referred to as “Independent Directors.” Directors who are deemed to be “interested persons” of the Fund are referred to as “Interested Directors.” The Directors are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering theday-to-day operations of the Fund.
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Independent Directors |
Name, Address, Age Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Term of Office & Length of Time Served | | Other Directorships Held |
Ellen S. Alberding (61) Director Portfolios Overseen: 96 | | President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (since 2011); Trustee, Skills for America’s Future (national initiative to connect employers to community colleges) (since 2011); Trustee, National Park Foundation (charitable foundation for national park system) (since 2009); Trustee, Economic Club of Chicago (since 2009). | | Since 2013 (Class I) | | None. |
Kevin J. Bannon (66) Director Portfolios Overseen: 96 | | Managing Director (April2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May2003-May 2007) of BNY Hamilton Family of Mutual Funds. | | Since 2011 (Class II) | | Director of Urstadt Biddle Properties (since September 2008). |
Linda W. Bynoe (66) Director Portfolios Overseen: 96 | | President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co.(broker-dealer). | | Since 2011 (Class III) | | Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009). |
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PGIM High Yield Bond Fund, Inc. |
Management of the Fund(continued)
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Independent Directors |
Name, Address, Age Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Term of Office & Length of Time Served | | Other Directorships Held |
Barry H. Evans (58) Director Portfolios Overseen: 95 | | Retired; formerly President (2005-2016), Global Chief Operating Officer (2014-2016), Chief Investment Officer – Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management U.S. | | Since 2017 (Class I) | | Director, Manulife Trust Company (since 2011); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016). |
Keith F. Hartstein (62) Director & Independent Chair Portfolios Overseen: 96 | | Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee(2003-2008). | | Since 2013 (Class II) | | None. |
Laurie Simon Hodrick (56) Director Portfolios Overseen: 95 | | A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Professor of Law, Stanford Law School (since 2015); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008). | | Since 2017 (Class III) | | Independent Director, Synnex Corporation (since April 2019) (information technology); Independent Director, Kabbage, Inc. (since July 2018) (financial services); Independent Director, Corporate Capital Trust (2017-2018) (a business development company). |
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Independent Directors |
Name, Address, Age Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Term of Office & Length of Time Served | | Other Directorships Held |
Michael S. Hyland, CFA (73) Director Portfolios Overseen: 96 | | Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999). | | Since 2011 (Class III) | | None. |
Brian K. Reid (57) Board Member Portfolios Overseen: 95 | | Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017). | | Since 2018 (Class I) | | None |
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Interested Directors |
Name, Address, Age Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Term of Office & Length of Time Served | | Other Directorships Held |
Stuart S. Parker (56) Director & President Portfolios Overseen: 96 | | President of PGIM Investments LLC (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011). | | Since 2015 (Class I) | | None. |
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PGIM High Yield Bond Fund, Inc. |
Management of the Fund(continued)
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Interested Directors |
Name, Address, Age Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Term of Office & Length of Time Served | | Other Directorships Held |
Scott E. Benjamin (46) Director & Vice President Portfolios Overseen: 96 | | Executive Vice President (since June 2009) of PGIM Investments LLC; Executive Vice President (June 2009-June 2012) and Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); Vice President of Product Development and Product Management, PGIM Investments (2003-2006). | | Since 2011 (Class III) | | None. |
Grace C. Torres (59)* Director Portfolios Overseen: 95 | | Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc. | | Since 2015 (Class II) | | Formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank; Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank. |
* | Note: Prior to her retirement in 2014, Ms. Torres was employed by PGIM Investments LLC. Due to her prior employment, she is considered to be an “interested person” under the 1940 Act. Ms. Torres is aNon-Management Interested Director. |
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Fund Officers(a) |
Name, Address and Age Position with Fund | | Term of Office | | Principal Occupation(s) During Past Five Years |
Raymond A. O’Hara (63) Chief Legal Officer | | Since 2012 | | Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of PGIM Investments LLC (since June 2012); Chief Legal Officer of PMFS (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988-August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.). |
Dino Capasso (44) Chief Compliance Officer | | Since 2018 | | Chief Compliance Officer (July 2019-Present) of PGIM Investments LLC; Chief Compliance Officer (July 2019-Present) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM High Yield Bond Fund, Inc., and PGIM Jennison MLP Income Fund, Inc.; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly, Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC. |
Andrew R. French (56) Secretary | | Since 2011 | | Vice President (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of PMFS. |
Jonathan D. Shain (60) Assistant Secretary | | Since 2011 | | Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PGIM Investments LLC; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc. |
Claudia DiGiacomo (44) Assistant Secretary | | Since 2011 | | Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PGIM Investments LLC (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004). |
Diana N. Huffman (37) Assistant Secretary | | Since 2019 | | Vice President and Corporate Counsel (since September 2015) of Prudential; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015). |
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PGIM High Yield Bond Fund, Inc. |
Management of the Fund(continued)
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Fund Officers(a) |
Name, Address and Age Position with Fund | | Term of Office | | Principal Occupation(s) During Past Five Years |
Christian J. Kelly (44) Treasurer & Principal Financial and Accounting Officer | | Since 2019 | | Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly, Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007). |
Peter Parrella (60) Assistant Treasurer | | Since 2011 | | Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004). |
Lana Lomuti (50) Assistant Treasurer | | Since 2014 | | Vice President (since 2007) and Director (2005-2007), within Prudential Mutual Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc. |
Linda McMullin (57) Assistant Treasurer | | Since 2014 | | Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration. |
(a) | Excludes Mr. Parker and Mr. Benjamin, Interested Directors of the Fund who also serve as President and Vice President, respectively. |
Explanatory Notes to Tables:
| • | | Directors are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC. |
| • | | Unless otherwise noted, the address of all Directors and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4077. |
| • | | The Board of Directors is divided into three classes, each of which has three-year terms. Class I term expires in 2022, Class II term expires in 2020 and Class III term expires in 2021. Officers are generally elected by the Board toone-year terms. |
| • | | There is no set term of office for Directors or Officers. The Directors have adopted a retirement policy, which calls for the retirement of Directors on December 31 of the year in which they reach the age of 75. |
| • | | “Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act. |
| • | | “Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, The Prudential Variable Contract Accounts, Target Mutual Funds, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust. |
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Visit our website at pgiminvestments.com | | |
Privacy Notice
Prudential values your business and your trust. We respect the privacy of your personal information and take our responsibility to protect it seriously. This privacy notice is provided on behalf of the Prudential companies listed at the end of this notice (Prudential), and applies to our current and former customers.This notice describes how we treat the information we receive about you, including the ways in which we will share your personal information within Prudential and your right to opt out of such sharing.
Protecting Your Personal Information
We maintain physical, electronic and procedural safeguards to protect your personal information. The people who are authorized to have access to your personal information need it to do their jobs, and we require them to keep that information secure and confidential.
Personal Information We Collect
We collect your personal information when you fill out applications and other forms, when you enter personal details on our websites, when you respond to our emails, and when you provide us information over the telephone. We also collect personal information that others give us about you. This information includes, for example:
| • | | address, email address, telephone number, and other contact information |
| • | | income and financial information |
| • | | medical information for insurance applications |
| • | | consumer reports from consumer reporting agencies |
| • | | participant information from organizations that purchase products or services from us for the benefit of their members or employees |
Using Your Information
We use your personal information for various business purposes, including:
| • | | normal everyday business purposes, such as providing services to you and administrating your account or policy |
| • | | business research and analysis |
| • | | marketing products and services of Prudential and other companies in which you may be interested |
Sharing Your Information
We may share your personal information, including information about your transactions and experiences, among Prudential companies and with othernon-Prudential companies who perform services for us or on our behalf, for our everyday business purposes, such as providing services to you and administering your account or policy. We may also share your personal information with another financial institution if you agree that your account or policy can be transferred to that financial company.
We may share your personal information among Prudential companies so that the Prudential companies can market their products and services to you. We may also share consumer report information among Prudential companies which may include information about you from credit reports and certain information that we receive from you and from consumer reporting agencies or other third parties. You can limit this sharing by following the instructions described in this notice. For those customers who have one of our products through a plan sponsored by an employer or other organization, we will share your personal information in a manner consistent with the terms of the plan agreement or consistent with our agreement with you.
We may also share your personal information as permitted or required by law, including, for example, to law enforcement officials and regulators, in response to subpoenas, and to prevent fraud.
Unless you agree otherwise, we do not share your personal information withnon-Prudential companies for them to market their products or services to you. We may tell you about a product or service that other companies offer and, if you respond, that company will know that we selected you to receive the information.
Limiting Our Sharing – Opt Out/Privacy Choice
You may tell us not to share your personal information among Prudential companies for marketing purposes, and not to share consumer report information among Prudential companies, by “opting out” of such sharing. To limit our sharing for these purposes:
| • | | visit us online at: www.prudential.com/privacyoptout |
| • | | call us at:1-877-248-4019 |
If you previously told us since 2016 not to share your personal information among Prudential companies for marketing purposes, or not to share your consumer report information among Prudential companies, you do not need to tell us not to share your information again.
You are not able to limit our ability to share your personal information among Prudential companies and with othernon-Prudential companies for servicing and administration purposes.
Questions
If you have any questions about how we protect, use, and share your personal information or about this privacy notice, please call us. The toll-free number is1-877-248-4019.
We reserve the right to modify this notice at any time. This notice is also available anytime at www.prudential.com.
This notice is being provided to customers and former customers of the Prudential companies listed below.
Insurance Companies and Insurance Company Separate Accounts
The Prudential Insurance Company of America; Prudential Annuities Life Assurance Corporation; Pruco Life Insurance Company; Pruco Life Insurance Company of New Jersey; Prudential Retirement Insurance and Annuity Company (PRIAC); CG Variable Annuity Separate Account; Prudential Legacy Insurance Company of New Jersey; All insurance company separate accounts that include the following names or are otherwise identified as maintained by an entity that includes the following names: Prudential, Pruco, or PRIAC
Insurance Agencies
Prudential Insurance Agency, LLC; Mullin TBG Insurance Agency Services, LLC;
Broker-Dealers and Registered Investment Advisers
AST Investment Services, Inc.; Prudential Annuities Distributors, Inc.; Global Portfolio Strategies, Inc.; Pruco Securities, LLC; PGIM, Inc.; Prudential Investment Management Services LLC; PGIM Investments LLC; Prudential Private Placement Investors, L.P., Prudential Customer Solutions LLC; Quantitative Management Associates LLC
Bank and Trust Companies
Prudential Bank & Trust, FSB; Prudential Trust Company
Investment Companies and Other Investment Vehicles
Prudential Mutual Funds; Prudential Capital Partners, L.P.; The Target Portfolio Trust; Advanced Series Trust; Prudential Private Placement Investors, Inc.; All funds that include the following names: Prudential, PCP, PGIM, or PCEP
Other Companies
Prudential Workplace Solutions Group Services, LLC; Prudential Mutual Fund Services LLC
Vermont Residents:We will not share information about your creditworthiness among Prudential companies, other than as permitted by Vermont law, unless you authorize us to make those disclosures.
Prudential, the Prudential logo and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.
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∎ MAIL | | ∎ MAIL (OVERNIGHT) | | ∎ TELEPHONE |
Computershare P.O. Box 30170 College Station, TX77842-3170 | | Computershare
211 Quality Circle Suite 210 College Station, TX 77845 | | (800) 451-6788 |
| ∎ WEBSITE |
| pgiminvestments.com |
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PROXY VOTING |
The Board of Directors of the Fund has delegated to the Fund’s subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 451-6788 or by visiting the Securities and Exchange Commission’s website atsec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Securities and Exchange Commission’s website. |
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DIRECTORS |
Ellen S. Alberding• Kevin J. Bannon• Scott E. Benjamin• Linda W. Bynoe• Barry H. Evans• Keith F. Hartstein• Laurie Simon Hodrick• Michael S. Hyland• Stuart S. Parker• Brian K. Reid• Grace C. Torres |
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OFFICERS |
Stuart S. Parker,President• Scott E. Benjamin,Vice President• Christian J. Kelly,Treasurer and Principal Financial and Accounting Officer• Raymond A. O’Hara,Chief Legal Officer• Dino Capasso,Chief Compliance Officer• Andrew R. French,Secretary• Jonathan D. Shain,Assistant Secretary• Claudia DiGiacomo,Assistant Secretary• Diana N. Huffman,Assistant Secretary• Peter Parrella,Assistant Treasurer• Lana Lomuti,Assistant Treasurer• Linda McMullin,Assistant Treasurer• Kelly Coyne,Assistant Treasurer• Charles H. Smith,Anti-Money Laundering Compliance Officer |
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MANAGER | | PGIM Investments LLC | | 655 Broad Street Newark, NJ 07102 |
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SUBADVISER | | PGIM Fixed Income | | 655 Broad Street Newark, NJ 07102 |
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CUSTODIAN | | The Bank of New York Mellon | | 240 Greenwich Street New York, NY 10286 |
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TRANSFER AGENT | | Computershare Trust Company, N.A. | | PO Box 30170 College Station, TX 77842-3170 |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | KPMG LLP | | 345 Park Avenue New York, NY 10154 |
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FUND COUNSEL | | Sidley Austin LLP | | 787 Seventh Avenue New York, NY 10019 |
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SHAREHOLDER COMMUNICATIONS WITH DIRECTORS |
Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, PGIM High Yield Bond Fund, Inc., PGIM Investments, Attn: Board of Directors, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to the same address. Communications are not screened before being delivered to the addressee. |
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AVAILABILITY OF PORTFOLIO SCHEDULE |
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov. Form N-PORT is filed with the Commission quarterly, and each Fund’s full portfolio holdings as of the first and third fiscal quarter-ends will be made publicly available 60 days after the end of each quarter. |
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CERTIFICATIONS |
The Fund’s Chief Executive Officer has submitted to the New York Stock Exchange (NYSE) the required annual certifications and the Fund has also included the certifications of the Fund’s Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act, on the Fund’s Form N-CSR filed with the Commission, for the period of this report. |
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This report is transmitted to shareholders of the Fund for their information. This is not a prospectus, circular, or representation intended for use in the purchase or sale of shares of the Fund or any securities mentioned in this report. |
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An investor should consider the investment objective, risks, charges, and expenses of the Fund carefully before investing. |
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Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, shares of its common stock at market prices. |
PGIM HIGH YIELD BOND FUND, INC.
PICE1000E
Item 2 – Code of Ethics — See Exhibit (a)
As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.
The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant800-225-1852, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.
Item 3 – Audit Committee Financial Expert –
The registrant’s Board has determined that Mr. Kevin J. Bannon, member of the Board’s Audit Committee is an “audit committee financial expert,” and that he is “independent,” for purposes of this Item.
Item 4 – Principal
Accountant Fees and
Services – (a)Audit Fees
| For the fiscal years ended May 31, 2019 and May 31, 2018, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $44,155 and $43,718 respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings. |
(b) Audit-Related Fees
| For the fiscal years ended May 31, 2019 and May 31, 2018: none. |
(c)Tax Fees
| For the fiscal years ended May 31, 2019 and May 31, 2018: none. |
(d)All Other Fees
| For the fiscal years ended May 31, 2019 and May 31, 2018: none. |
(e) (1)Audit CommitteePre-Approval Policies and Procedures
THE PGIM MUTUAL FUNDS
AUDIT COMMITTEE POLICY
on
Pre-Approval of Services Provided by the Independent
Accountants
The Audit Committee of each PGIM Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee mustpre-approve the independent accounting firm’s engagement to render audit and/or permissiblenon-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:
| • | | a review of the nature of the professional services expected to be provided, |
| • | | a review of the safeguards put into place by the accounting firm to safeguard independence, and |
| • | | periodic meetings with the accounting firm. |
Policy for Audit andNon-Audit Services Provided to the Funds
On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related andnon-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services.
Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposednon-audit services will not adversely affect the independence of the independent accountants. Such proposednon-audit services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.
The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals topre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services, which the Committee (or the Committee Chair) would consider forpre-approval.
Audit Services
The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:
| • | | Annual Fund financial statement audits |
| • | | Seed audits (related to new product filings, as required) |
| • | | SEC and regulatory filings and consents |
Audit-related Services
The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:
| • | | Accounting consultations |
| • | | Fund merger support services |
| • | | Agreed Upon Procedure Reports |
| • | | Other Internal Control Reports |
Individual audit-related services that fall within one of these categories (except for fund merger support services) and are not presented to the Audit Committee as part of the annualpre-approval process are subject to an authorizedpre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under suchpre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject topre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated). Fees related to fund merger support services are subject to a separate authorizedpre-approval by the Audit Committee with fees determined on a per occurrence and merger complexity basis.
Tax Services
The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:
| • | | Tax compliance services related to the filing or amendment of the following: |
| • | | Federal, state and local income tax compliance; and, |
| • | | Sales and use tax compliance |
| • | | Timely RIC qualification reviews |
| • | | Tax distribution analysis and planning |
| • | | Tax authority examination services |
| • | | Tax appeals support services |
| • | | Accounting methods studies |
| • | | Fund merger support services |
| • | | Tax consulting services and related projects |
Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annualpre-approval process are subject to an authorizedpre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under suchpre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject topre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated).
OtherNon-Audit Services
Certainnon-audit services that the independent accountants are legally permitted to render will be subject topre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee anypre-approval decisions made pursuant to this Policy.Non-audit services presented forpre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.
Proscribed Services
The Fund’s independent accountants will not render services in the following categories ofnon-audit services:
| • | | Bookkeeping or other services related to the accounting records or financial statements of the Fund |
| • | | Financial information systems design and implementation |
| • | | Appraisal or valuation services, fairness opinions, orcontribution-in-kind reports |
| • | | Internal audit outsourcing services |
| • | | Management functions or human resources |
| • | | Broker or dealer, investment adviser, or investment banking services |
| • | | Legal services and expert services unrelated to the audit |
| • | | Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
Pre-approval ofNon-Audit Services Provided to Other Entities Within the PGIM Fund Complex
Certainnon-audit services provided to PGIM Investments LLC or any of its affiliates that also provide ongoing services to the PGIM Mutual Funds will be subject topre-approval by the Audit Committee. The onlynon-audit services provided to these entities that will requirepre-approval are thoserelated directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annualpre-approval process will be subject topre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $30,000. Services presented forpre-approval pursuant to this paragraph
will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.
Although the Audit Committee will notpre-approve all services provided to PGIM Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to PGIM Investments and its affiliates.
(e) (2) | Percentage of services referred to in 4(b) – 4(d) that were approved by the audit |
committee– For the fiscal years ended May 31, 2019 and May 31, 2018: none.
(f)Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greaterthan 50%.
| The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%. |
(g)Non-Audit Fees
| The aggregatenon-audit fees billed by KPMG for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended May 31, 2019 and May 31, 2018 was $0 and $0, respectively. |
(h)Principal Accountant’s Independence
| Not applicable as KPMG has not providednon-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were notpre-approved pursuant to Rule2-01(c)(7)(ii) of RegulationS-X. |
Item 5 – Audit Committee of Listed Registrants –
| The registrant has a separately designated standing audit committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Kevin J. Bannon (chair), Ellen S. Alberding, Linda W. Bynoe, and Richard A. Redeker(ex-officio). |
Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7 – Disclosure of Proxy Voting Policies and Procedures forClosed-End Management Investment Companies –
PROXY VOTING POLICIES OF THE SUBADVISER
PGIM FIXED INCOME
Our policy is to vote proxies in the best economic interest of our clients. In the case of pooled accounts, our policy is to vote proxies in the best economic interest of the pooled account. Our proxy voting policy contains detailed voting guidelines on a wide variety of issues commonly voted upon by shareholders. These guidelines reflect our judgment of how to further the best economic interest of our clients through the shareholder or debt-holder voting process.
PGIM Fixed Income invests primarily in debt securities, thus there are few traditional proxies voted by us. We generally vote with management on routine matters such as the appointment of accountants or the election of directors. From time to time, ballot issues arise that are not addressed by our policy or circumstances may suggest a vote not in accordance with our established guidelines. In these cases, voting decisions are made on acase-by-case basis by the applicable portfolio manager taking into consideration the potential economic impact of the proposal. Not all ballots are received by us in advance of voting deadlines, but when ballots are received in a timely fashion, we strive to meet our voting obligations. We cannot, however, guarantee that every proxy will be voted prior to its deadline.
With respect to non-U.S. holdings, we take into account additional restrictions in some countries that might impair our ability to trade those securities or have other potentially adverse economic consequences. We generally vote non-U.S. securities on a best efforts basis if we determine that voting is in the best economic interest of our clients.
Occasionally, a conflict of interest may arise in connection with proxy voting. For example, the issuer of the securities being voted may also be a client of ours. When we identify an actual or potential material conflict of interest between the firm and our clients with respect to proxy voting, the matter is presented to senior management who will resolve such issue in consultation with the compliance and legal departments. Proxy voting is reviewed by our trade management oversight committee.
Any client may obtain a copy of our proxy voting policy, guidelines and procedures, as well as the proxy voting records for that client’s securities, by contacting the account management representative responsible for the client’s account.
Item 8 – Portfolio Managers ofClosed-End Management Investment Companies
Portfolio Managers
The following individuals have primary responsibility for theday-to-day implementation of the Fund’s investment strategy.
Robert Cignarella, CFA,is a Managing Director and Head of PGIM Fixed Income’s Leveraged Finance Team, which includes the US and European High Yield Bond and Bank Loan sector teams. Previously, Mr. Cignarella was a managing director andco-head of high yield and bank loans at Goldman Sachs Asset Management. He also held positions as a high yield portfolio manager and a high yield and investment grade credit analyst. Earlier, he was a financial analyst in the investment banking division of Salomon Brothers. Mr. Cignarella received an MBA from the University of Chicago, and a bachelor’s degree in operations research and industrial engineering from Cornell University. He holds the Chartered Financial Analyst (CFA) designation.
Brian Clapp, CFA, is a Principal and a high yield portfolio manager for PGIM Fixed Income’s High Yield Team. Mr. Clapp was previously a senior high yield credit analyst on PGIM Fixed Income’s Credit Research team. He joined the Firm in 2006 from Muzinich & Co. While there, Mr. Clapp held several positions, including portfolio manager for a high yield bond based hedge fund, hedge fund credit analyst, and credit analyst covering the chemical, industrial, and transportation sectors. Earlier at Triton Partners, an institutional high yield fund manager, Mr. Clapp was a credit analyst covering the metals and mining, healthcare, homebuilding, building products and transportation sectors. He received a BS in Finance from Bryant College, and an MS in Computational Finance, and an MBA from Carnegie Mellon. Mr. Clapp holds the Chartered Financial Analyst (CFA) designation.
Ryan Kelly, CFA, is a Principal and a high yield portfolio manager for PGIM Fixed Income’s High Yield Team. Prior to his current position, Mr. Kelly was a senior high yield credit analyst in PGIM Fixed Income’s Credit Research Group, covering the automotive, energy, technology and finance sectors. Previously, Mr. Kelly was a senior high yield bond analyst at Muzinich & Company. Earlier, he was an investment banker at PNC Capital Markets/PNC Bank where he worked in the high yield bond, mergers and acquisition (M&A) and loan syndication groups. Mr. Kelly began his career in investment banking at Chase Manhattan Bank, working on project finance transactions and M&A advisory mandates for the electric power sector. He received a BA in Economics from Michigan State University and holds the Chartered Financial Analyst (CFA) designation.
Robert Spano, CFA, CPA, is a Principal and a high yield portfolio manager for PGIM Fixed Income’s High Yield Bond Team. Prior to assuming his current position in 2007, Mr. Spano was a high yield credit analyst for 10 years in PGIM Fixed Income’s Credit Research Group, covering the health, lodging, consumer, gaming, restaurants, and chemical industries. Earlier, he worked as an investment analyst in the Project Finance Unit of the Firm’s private placement group. Mr. Spano also held positions in the internal audit and risk management units of Prudential Securities. He received a BS in Accounting from the University of Delaware and an MBA from New York University. Mr. Spano holds the Chartered Financial Analyst (CFA) and Certified Public Accountant (CPA) designations.
Daniel Thorogood, CFA, is a Vice President and a high yield portfolio manager for PGIM Fixed Income’s High Yield Team.
Mr. Thorogood is also responsible for portfolio strategy and managing high yield bond allocations in multi-sector portfolios. Prior to joining the High Yield Team, Mr. Thorogood was a member of PGIM Fixed Income’s Quantitative Research and Risk Management Group. Mr. Thorogood was the head of a team of portfolio analysts who support the Firm’s credit-related strategies, including investment grade corporate, high yield corporate, and emerging market debt sectors. The team was primarily responsible for performing detailed portfolio analysis relative to benchmarks, monitoring portfolio risk exposures, and analyzing performance through proprietary return attribution models. Prior to joining the Quantitative Research and Risk Management Group in 1996, Mr. Thorogood was Associate Manager in PGIM Fixed Income’s Trade Support and Operations Unit. He received a BS in Finance from Florida State University and an MBA in Finance from Rutgers University. Mr. Thorogood holds the Chartered Financial Analyst (CFA) designation.
Other Accounts Managed by the Portfolio Managers.The following tables set forth certain information with respect to the portfolio managers for the Fund. Unless noted otherwise, all information is provided as of May 31, 2019.
The table below identifies, for each portfolio manager, the number of accounts (other than the Fund) for which the portfolio manager hasday-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts whose fees are based on performance is indicated initalic typeface. In addition is information about portfolio manager ownership of Fund securities. The Ownership of Fund Securities column shows the dollar range of equity securities of the Fund beneficially owned by the portfolio manager.
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Portfolio Managers | | Registered Investment Companies/ Total Assets | | | Other Pooled Investment Vehicles/ Total Assets | | | Other Accounts/ Total Assets | | | Fund Ownership | |
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Robert Cignarella, CFA | | | 31 / $16,318,933,872 | | | | 18 / $6,475,624,269 | | | | 116 / $11,791,878,497 | | | | $100,001 - $500,000 | |
Brian Clapp, CFA | | | 31 / $15,487,160,342 | | | | 18 / $6,475,624,269 | | | | 116 / $11,222,649,364 | | | | $50,001 - $100,000 | |
Ryan Kelly, CFA | | | 31 / $15,487,160,342 | | | | 18 / $6,475,624,269 | | | | 116 / $11,222,649,364 | | | | $10,001 - $50,000 | |
Robert Spano, CFA, CPA | | | 31 / $15,487,160,342 | | | | 18 / $6,475,624,269 | | | | 116 / $11,222,649,364 | | | | $10,001 - $50,000 | |
Daniel Thorogood, CFA | | | 31 / $15,487,160,342 | | | | 18 / $6,475,624,269 | | | | 116 / $11,222,649,364 | | | | $50,001 - $100,000 | |
Compensation and Conflicts Disclosure:
Compensation
General
The base salary of an investment professional in the PGIM Fixed Income unit of PGIM, Inc. is based on market data relative to similar positions as well as the past performance, years of experience and scope of responsibility of the individual. Incentive compensation, including the annual cash bonus, the long-term equity grant and grants under PGIM Fixed Income’s long-term incentive plans, is primarily based on such person’s contribution to PGIM Fixed Income’s goal of providing investment performance to clients consistent with portfolio objectives, guidelines and risk parameters and market-based data such as compensation trends and levels of overall compensation for similar positions in the asset management industry. In addition, an investment professional’s qualitative contributions to the organization and its commercial success are considered in determining incentive compensation. Incentive compensation is not solely based on the performance of, or value of assets in, any single account or group of client accounts.
An investment professional’s annual cash bonus is paid from an annual incentive pool. The pool is developed as a percentage of PGIM Fixed Income’s operating income and the percentage used to calculate the pool may be refined by factors such as:
| ● | | the number of investment professionals receiving a bonus and related peer group compensation; |
| ● | | financial metrics of the business relative to those of appropriate peer groups; and |
| ● | | investment performance of portfolios: (i) relative to appropriate peer groups; and/or (ii) as measured against relevant investment indices. |
Long-term compensation consists of Prudential Financial restricted stock and grants under the long-term incentive plan and targeted long-term incentive plan. Grants under the long-term incentive plan and targeted long-term incentive plan are participation interests in notional accounts with a beginning value of a specified dollar amount. For the long-term incentive plan, the value attributed to these notional accounts increases or decreases over a defined period of time based, in part, on the performance of investment composites representing a number of PGIM Fixed Income’s investment strategies. With respect to targeted long-term incentive awards, the value attributed to the notional accounts increases or decreases over a defined period of time based on the performance of either (i) a long/short investment composite or (ii) a commingled investment vehicle. An investment composite is an aggregation of accounts with similar investment strategies. The long-term incentive plan is designed to more closely align compensation with investment performance and the growth of PGIM Fixed Income’s business. The targeted long-term incentive plan is designed to align the interests of certain of PGIM Fixed Income’s investment professionals with the performance of a particular long/short composite or commingled investment vehicle. The chief investment officer/head of PGIM Fixed Income also receives (i) performance shares which represent the right to receive shares of Prudential Financial common stock conditioned upon, and subject to, the achievement of specified financial performance goals by Prudential Financial; (ii) book value units which track the book value per share of Prudential Financial; and (iii) Prudential Financial stock options. Each of the restricted stock, long-term incentive plan grants, performance shares, book value units and stock options is subject to vesting requirements.
CONFLICTS OF INTEREST.Like other investment advisers, PGIM Fixed Income is subject to various conflicts of interest in the ordinary course of its business. PGIM Fixed Income strives to identify potential risks, including conflicts of interest, that are inherent in its business, and conducts annual conflict of interest reviews. When actual or potential conflicts of interest are identified, PGIM Fixed Income seeks to address such conflicts through one or more of the following methods:
| ● | | elimination of the conflict; |
| ● | | disclosure of the conflict; or |
| ● | | management of the conflict through the adoption of appropriate policies, procedures or other mitigants. |
PGIM Fixed Income follows the policies of Prudential Financial, Inc. (Prudential Financial) on business ethics, personal securities trading by investment personnel, and information barriers. PGIM Fixed Income has adopted a code of ethics, allocation policies and conflicts of interest policies, among others, and has adopted supervisory procedures to monitor compliance with its policies. PGIM Fixed Income cannot guarantee, however, that its policies and procedures will detect and prevent, or result in the disclosure of, each and every situation in which a conflict may arise.
Side-by-Side Management of Accounts and Related Conflicts of Interest.PGIM Fixed Income’sside-by-side management of multiple accounts can create conflicts of interest. Examples are detailed below, followed by a discussion of how PGIM Fixed Income addresses these conflicts.
| ● | | Performance Fees— PGIM Fixed Income manages accounts with asset-based fees alongside accounts with performance- based fees. Thisside-by-side management may be deemed to create an incentive for PGIM Fixed Income and its investment professionals to favor one account over another. Specifically, PGIM Fixed Income or its affiliates could be considered to have the incentive to favor accounts for which PGIM Fixed Income or an affiliate receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees. |
| ● | | Affiliated accounts— PGIM Fixed Income manages accounts on behalf of its affiliates as well as unaffiliated accounts. PGIM Fixed Income could be considered to have an incentive to favor accounts of affiliates over others. |
| ● | | Large accounts/higher fee strategies —large accounts and clients typically generate more revenue than do smaller accounts or clients and certain of PGIM Fixed Income’s strategies have higher fees than others. As a result, a portfolio manager could be considered to have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for PGIM Fixed Income. |
| ● | | Long only and long/short accounts— PGIM Fixed Income manages accounts that only allow it to hold securities long as well as accounts that permit short selling. PGIM Fixed Income may, therefore, sell a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. In addition, purchases for long only accounts could have a negative impact on the short positions. |
| ● | | Securities of the same kind or class— PGIM Fixed Income sometimes buys or sells for one client account securities of the same kind or class that are purchased or sold for another client at prices that may be different. PGIM Fixed Income may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account due to differences in price, investment strategy or client direction. Different strategies trading in the same securities or types of securities may appear as inconsistencies in PGIM Fixed Income’s management of multiple accountsside-by-side. |
| ● | | Investment at different levels of an issuer’s capital structure— PGIM Fixed Income may invest client assets in the same issuer, but at different levels in the capital structure. In the event of restructuring or insolvency, PGIM Fixed Income may exercise remedies and take other actions on behalf of the holders of senior debt that are not in the interest of, or are adverse to, other clients that are the holders of junior debt, or vice versa. |
| ● | | Financial interests of investment professionals - PGIM Fixed Income investment professionals may invest in certain investment vehicles that it manages, including mutual funds and private funds. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by Prudential Financial. In addition, the value of grants under PGIM Fixed Income’s long-term incentive plan and targeted long-term incentive plan is affected by the performance of certain client accounts. As a result, PGIM Fixed Income investment professionals may have financial interests in accounts managed by PGIM Fixed Income or that are related to the performance of certain client accounts. |
| ● | | Non-discretionary accounts — PGIM Fixed Income providesnon-discretionary investment advice to some clients and manages others on a discretionary basis. Trades innon-discretionary accounts or accounts where discretion is limited could occur before, in concert with, or after PGIM Fixed Income executes similar trades in its discretionary accounts. Thenon-discretionary/limited discretion clients may be disadvantaged if PGIM Fixed Income delivers investment advice to them after it initiates trading for the discretionary clients, or vice versa. |
How PGIM Fixed Income Addresses These Conflicts of Interest.PGIM Fixed Income has developed policies and procedures designed to address the conflicts of interest with respect to its different types ofside-by-side management described above.
| ● | | Quarterly Strategy Reviews. Each quarter, the chief investment officer/head of PGIM Fixed Income holds a series of meetings with the senior portfolio manager and team responsible for the management of each of PGIM Fixed Income’s investment strategies. At each meeting, the chief investment officer/head of PGIM Fixed Income and strategy teams review and discuss the investment performance and performance attribution for each client account managed in the applicable strategy. These meetings are also typically attended by PGIM Fixed Income’s chief compliance officer or his designee and head of investment risk management or his designee. |
| ● | | Quarterly Senior Management Investment Review. Each quarter, the chief investment officer/head of PGIM Fixed Income reviews the investment performance and performance attribution of each of our strategies during a meeting typically attended by members of PGIM Fixed Income’s senior leadership team, chief compliance officer or his designee, head of investment risk management or his designee and senior portfolio managers. |
| ● | | In keeping with PGIM Fixed Income’s fiduciary obligations, its policy with respect to trade aggregation and allocation is to treat all of its client accounts fairly and equitably over time. PGIM Fixed Income’s trade management oversight committee, which generally meets quarterly, is responsible for providing oversight with respect to trade aggregation and allocation. Its compliance group periodically reviews a sampling of new issue allocations and related documentation to confirm compliance with the trade aggregation and allocation procedures. In addition, the compliance and investment risk management groups review forensic reports regarding new issue and secondary trade activity on a quarterly basis. This forensic analysis includes such data as the: (i) number of new issues allocated in the strategy; (ii) size of new issue allocations to each portfolio in the strategy; (iii) profitability of new issue transactions; and (iv) portfolio turnover. The results of these analyses are reviewed and discussed at PGIM Fixed Income’s trade management oversight committee meetings. The procedures above are designed to detect patterns and anomalies in PGIM Fixed Income’sside-by-side management and trading so that it may assess and improve its processes. |
| ● | | PGIM Fixed Income has procedures that specifically address itsside-by-side management of long/short and long only portfolios. These procedures address potential conflicts that could arise from differing positions between long/short and long only portfolios. In addition, lending opportunities with respect to securities for which the market is demanding a slight premium rate over normal market rates are allocated to long only accounts prior to allocating the opportunities to long/short accounts. |
Conflicts Related to PGIM Fixed Income’s Affiliations.As an indirect wholly-owned subsidiary of Prudential Financial, PGIM Fixed Income is part of a diversified, global financial services organization. PGIM Fixed Income is affiliated with many types of U.S. andnon-U.S. financial service providers, including insurance companies, broker-dealers, commodity trading advisors, commodity pool operators and other investment advisers. Some of its employees are officers of and/or provide services to some of these affiliates.
| ● | | Conflicts Arising Out of Legal Restrictions. PGIM Fixed Income may be restricted by law, regulation, contract or other constraints as to how much, if any, of a particular security it may purchase or sell on behalf of a client, and as to the timing of such purchase or sale. Sometimes these restrictions apply as a result of its relationship with Prudential Financial and its other affiliates. For example, PGIM Fixed Income does not purchase securities issued by Prudential Financial for client accounts. In addition, PGIM Fixed Income’s holdings of a security on behalf of its clients are required, under certain regulations, to be aggregated with the holdings of that security by other Prudential Financial affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds. Prudential Financial tracks these aggregated holdings and may restrict purchases to avoid |
| crossing such thresholds because of the potential consequences to Prudential Financial if such thresholds are exceeded. In addition, PGIM Fixed Income could receive material,non-public information with respect to a particular issuer and, as a result, be unable to execute transactions in securities of that issuer for its clients. For example, PGIM Fixed Income’s bank loan team often invests in private bank loans in connection with which the borrower provides material,non-public information, resulting in restrictions on trading securities issued by those borrowers. PGIM Fixed Income has procedures in place to carefully consider whether to intentionally accept material,non-public information with respect to certain issuers. PGIM Fixed Income is generally able to avoid receiving material,non-public information from its affiliates and other units within PGIM, Inc. by maintaining information barriers. In some instances, it may create an isolated information barrier around a small number of its employees so that material,non-public information received by such employees is not attributed to the rest of PGIM Fixed Income. |
| ● | | Conflicts Related to Outside Business Activity. From time to time, certain of PGIM Fixed Income employees or officers may engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval pursuant to PGIM Fixed Income’s personal conflicts of interest and outside business activities policy. Actual and potential conflicts of interest are analyzed during such approval process. PGIM Fixed Income could be restricted in trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activity, obtains material,non-public information regarding an issuer. |
| ● | | Conflicts Related to Investment of Client Assets in Affiliated Funds. PGIM Fixed Income may invest client assets in funds that it manages or subadvises for an affiliate. PGIM Fixed Income may also invest cash collateral from securities lending transactions in these funds. These investments benefit both PGIM Fixed Income and its affiliate. |
| ● | | PICA General Account. Because of the substantial size of the general accounts of our affiliated insurance companies, trading by these general accounts, including PGIM Fixed Income’s trades on behalf of the accounts, may affect the market prices or limit the availability of the securities or instruments transacted. Although PGIM Fixed Income does not expect that the general accounts will execute transactions that will move a market frequently, and generally only in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients. |
Conflicts Related toCo-investment by Affiliates
PGIM Fixed Income affiliates may provide initial funding or otherwise invest in vehicles it manages. When an affiliate provides “seed capital” or other capital for a fund, it may do so with the intention of redeeming all or part of its interest at a future point in time or when it deems that sufficient additional capital has been invested in that fund.
The timing of a redemption by an affiliate could benefit the affiliate. For example, the fund may be more liquid at the time of the affiliate’s redemption than it is at times when other investors may wish to withdraw all or part of their interests.
In addition, a consequence of any withdrawal of a significant amount, including by an affiliate, is that investors remaining in the fund will bear a proportionately higher share of fund expenses following the redemption.
PGIM Fixed Income could also face a conflict if the interests of an affiliated investor in a fund it manages diverge from those of the fund or other investors. For example, PGIM Fixed Income affiliates, from time to time, hedge some or all of the risks associated with their investments in certain funds PGIM Fixed Income manages. PGIM Fixed Income may provide assistance in connection with this hedging activity.
PGIM Fixed Income believes that these conflicts are mitigated by its allocation policies and procedures, its supervisory review of accounts and its procedures with respect toside-by-side management of long only and long/short accounts.
Conflicts Arising Out of Industry Activities
PGIM Fixed Income and its affiliates have service agreements with various vendors that are also investment consultants. Under these agreements, PGIM Fixed Income or its affiliates compensate the vendors for certain services, including software, market data and technology services. PGIM Fixed Income’s clients may also retain these vendors as investment consultants. The existence of these service agreements may provide an incentive for the investment consultants to favor PGIM Fixed Income when they advise their clients. PGIM Fixed Income does not, however, condition its purchase of services from consultants upon their recommending PGIM Fixed Income to their clients. PGIM Fixed Income will provide clients with information about services that it obtains from these consultants upon request.
PGIM Fixed Income retains third party advisors and other service providers to provide various services for PGIM Fixed Income as well as for funds that PGIM Fixed Income manages or subadvises. A service provider may provide services to PGIM Fixed Income or one of PGIM Fixed Income’s funds while also providing services to other PGIM units, other PGIM-advised funds, or affiliates of PGIM, and may negotiate rates in the context of the overall relationship. PGIM Fixed Income may benefit from negotiated fee rates offered to its funds and vice versa. There is no assurance, however, that PGIM Fixed Income will be able to obtain advantageous fee rates from a given service provider negotiated by its affiliates based on their relationship with the service provider, or that PGIM Fixed Income will know of such negotiated fee rates.
Conflicts Related to Securities Holdings and Other Financial Interests
| ● | | Prudential Financial, PICA, PGIM Fixed Income and other affiliates of PGIM at times have financial interests in, or relationships with, companies whose securities or related instruments PGIM Fixed Income holds, purchases or sells in its client accounts. Certain of these interests and relationships are material to PGIM Fixed Income or to the Prudential enterprise. At any time, these interests and relationships could be inconsistent or in potential or actual conflict with positions held or actions taken by PGIM Fixed Income on behalf of PGIM Fixed Income’s client accounts. For example: |
| ● | | PGIM Fixed Income invests in the securities of one or more clients for the accounts of other clients. |
| ● | | PGIM Fixed Income’s affiliates sell various products and/or services to certain companies whose securities PGIM Fixed Income purchases and sells for PGIM Fixed Income clients. |
| ● | | PGIM Fixed Income invests in the debt securities of companies whose equity is held by its affiliates. |
| ● | | PGIM Fixed Income’s affiliates hold public and private debt and equity securities of a large number of issuers and may invest in some of the same issuers for other client accounts but at different levels in the capital structure. For example: |
| o | Affiliated accounts can hold the senior debt of an issuer whose subordinated debt is held by PGIM Fixed Income’s clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts. In the event of restructuring or insolvency, the affiliated accounts as holders of senior debt may exercise remedies and take other actions that are not in the interest of, or are adverse to, other clients that are the holders of junior debt. |
| o | To the extent permitted by applicable law, PGIM Fixed Income may also invest client assets in offerings of securities the proceeds of which are used to repay debt obligations held in affiliated accounts or other client accounts. PGIM Fixed Income’s interest in having the debt repaid creates a conflict of interest, PGIM Fixed Income has adopted a refinancing policy to address this conflict. |
| ● | | Certain of PGIM Fixed Income’s affiliates (as well as directors or officers of its affiliates) are officers or directors of issuers in which PGIM Fixed Income invests from time to time. These issuers may also be service providers to PGIM Fixed Income or its affiliates. |
| ● | | In addition, PGIM Fixed Income may invest client assets in securities backed by commercial mortgage loans that were originated or are serviced by an affiliate. |
In general, conflicts related to the financial interests described above are addressed by the fact that PGIM Fixed Income makes investment decisions for each client independently considering the best economic interests of such client.
Conflicts Related to the Offer and Sale of Securities.Certain of PGIM Fixed Income’s employees may offer and sell securities of, and interests in, commingled funds that it manages or subadvises. There is an incentive for PGIM Fixed Income’s employees to offer these securities to investors regardless of whether the investment is appropriate for such investor since increased assets in these vehicles will result in increased advisory fees to it. In addition, such sales could result in increased compensation to the employee.
Conflicts Related to Long-Term Compensation.The performance of many client accounts is not reflected in the calculation of changes in the value of participation interests under PGIM Fixed Income’s long-term incentive plan. This may be because the composite representing the strategy in which the account is managed is not one of the composites included in the calculation or because the account is excluded from a specified composite due to guideline restrictions or other factors. In addition, the performance of only a small number of our investment strategies is covered under PGIM Fixed Income’s targeted long-term incentive plan. As a result of the long-term incentive plan and targeted long-term incentive plan, PGIM Fixed Income’s portfolio managers from time to time have financial interests related to the investment performance of some, but not all, of the accounts they manage. To address potential conflicts related to these financial interests, PGIM Fixed Income has procedures, including trade allocation and supervisory review procedures, designed to confirm that each of its client accounts is managed in a manner that is consistent with PGIM Fixed Income’s fiduciary obligations, as well as with the account’s investment objectives, investment strategies and restrictions. For example, PGIM Fixed Income’s chief investment officer/head reviews performance among similarly managed accounts on a quarterly basis during meetings typically attended by members of PGIM Fixed Income’s senior leadership team, chief compliance officer or his designee, head of investment risk management or his designee and senior portfolio managers.
Conflicts Related to Trading – Personal Trading by Employees.Personal trading by PGIM Fixed Income employees creates a conflict when they are trading the same securities or types of securities as PGIM Fixed Income trades on behalf of its clients. This conflict is mitigated by PGIM Fixed Income’s personal trading standards and procedures.
In general, conflicts related to the securities holdings and financial interests described above are addressed by the fact that PGIM Fixed Income makes investment decisions for each client independently considering the best economic interests of such client.
Conflicts Related to Valuation and Fees.
When client accounts hold illiquid or difficult to value investments, PGIM Fixed Income faces a conflict of interest when making recommendations regarding the value of such investments since its management fees are generally based on the value of assets under management. PGIM Fixed Income believes that its valuation policies and procedures mitigate this conflict effectively and enable it to value client assets fairly and in a manner that is consistent with the client’s best interests. In addition, single client account clients often calculate fees based on the valuation of assets provided by their custodian or administrator.
Conflicts Related to Securities Lending Fees
When PGIM Fixed Income manages a client account and also serves as securities lending agent for the account, it could be considered to have the incentive to invest in securities that would generate higher securities lending returns, but may not otherwise be in the best interest of the client account.
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Item 9 – | | Purchases of Equity Securities byClosed-End Management Investment Company and Affiliated Purchasers – There have been no purchases of equity securities by the registrant or any affiliated purchasers during the period covered by this report. |
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Item 10 – | | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
Item 11 – Controls and Procedures
| (a) | It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure. |
| (b) | There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12 – Exhibits
| (a) | (1) Code of Ethics – Attached hereto as ExhibitEX-99.CODE-ETH |
| | (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto asExhibit EX-99.CERT. |
| | (3) Any written solicitation to purchase securities under Rule23c-1. – Not applicable. |
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto asExhibit EX-99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Registrant: | | PGIM High Yield Bond Fund, Inc. |
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By: | | /s/ Andrew R. French |
| | Andrew R. French |
| | Secretary |
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Date: | | July 17, 2019 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ Stuart S. Parker |
| | Stuart S. Parker |
| | President and Principal Executive Officer |
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Date: | | July 17, 2019 |
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By: | | /s/ Christian J. Kelly |
| | Christian J. Kelly |
| | Treasurer and Principal Financial and Accounting Officer |
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Date: | | July 17, 2019 |