6.Capital Stock
The Fund is authorized to issue unlimited common shares of beneficial interest, par value of $0.01 per share (“Common Shares”). At May 31, 2018, the shares outstanding were 29,010,172. Of the 29,010,172 shares outstanding at May 31, 2018 for the Fund, the Adviser owned 12,376 shares. The Fund’s Board is authorized to classify and reclassify any unissued shares into other classes or series of shares and authorize the issuance of shares without obtaining shareholder approval. The Board, without any action by the shareholders, may amend the charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series that the Fund has authority to issue.
The Common Shares have no preemptive, conversion, exchange or redemption rights. The Common Shares have equal voting, dividend, distribution and liquidation rights, are fully paid and non-assessable. Shareholders are entitled to one vote per share and all voting rights for the election of directors are non-cumulative.
The Common Shares are listed on the New York Stock Exchange under the symbol “CEN.” The Fund has entered into a distribution agreement, dated May 27, 2016, which was amended and restated as of August 18, 2017 and May 8, 2018, with Foreside Fund Services, LLC (the “Distributor”), pursuant to which the Fund may offer and sell up to 15,173,943 Common Shares, from time to time, through the Distributor, as agent for the Fund, in transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended. The minimum price at which such Common Shares may be sold may not be less than the current Net Asset Value per Common Share plus any commissions to be paid to the distributor. For the six months ended May 31, 2018, the Fund issued 4,353,649 shares under this “at the market” program at an average price of $9.9275 per share.
On May 17, 2018, the Board approved a share repurchase plan. Under the current share repurchase plan, the Fund may purchase in the open market up to 10% of its outstanding common shares as of March 31, 2018. The current share repurchase plan will remain in effect until December 5, 2018. The amount and timing of the repurchases will be at the discretion of the Fund’s management, subject to market conditions and investment considerations. There is no assurance that the Fund will purchase shares at any particular discount level or in any particular amounts. The Board authorized the share repurchase program as a result of its review of the options available to enhance shareholder value and reduce any potential discount between the market price of the Fund’s shares and the net asset value per share. As of May 31, 2018, the Fund did not repurchase any shares under the share repurchase plan.
7.Preferred Shares
On September 22, 2016, the Fund completed a private placement of 2,000 shares of Series A Mandatory Redeemable Preferred Shares (“MRP Shares”). Each MRP Share has a liquidation preference of $25,000, resulting in an aggregate liquidation preference of $50,000,000 for all MRP Shares. The MRP Shares will pay quarterly cash distributions at a rate of 4.29% per annum. The MRP Shares have a redemption date of September 26, 2026.
The Fund incurred costs in connection with the issuance of the MRP Shares. These costs were recorded as a deferred charge and are being amortized over the life of the MRP Shares. Amortization of these costs are disclosed on the Statement of Operations, and the unamortized balance is included within Mandatory Redeemable Preferred shares on the Statement of Assets and Liabilities.
The average aggregate liquidation preference outstanding and the average annualized distribution rate of the MRP Shares during the six months ended May 31, 2018 were $25,000 and 4.29%, respectively.
The Fund is subject to certain restrictions relating to the MRP Shares, such as maintaining certain asset coverage and leverage ratio requirements. Failure to comply with these restrictions could cause increases in the distribution rate paid, preclude the Fund from declaring any distributions to common shareholders or purchasing common shares, and/or could trigger the mandatory redemption of MRP Shares at liquidation preference.