SUPPLEMENT NO. 7 DATED DECEMBER 31, 2018
This document supplements, and should be read in conjunction with, the Fund’s prospectus and statement of additional information, each dated April 30, 2018, as supplemented by Supplement No. 1, dated May 7, 2018, Supplement No. 2, dated June 7, 2018, Supplement No. 3, dated July 18, 2018, Supplement No. 4, dated September 12, 2018, Supplement No. 5, dated September 17, 2018, and Supplement No. 6, dated December 6, 2018, relating to the Fund’s public offering of up to $3,000,000,000 in Class A Shares, Class T Shares, Class D Shares, Class I Shares, and Class C Shares. Terms used and not otherwise defined in this Supplement No. 7 shall have the same meanings as set forth in the Fund’s prospectus.
The purpose of this Supplement No. 7 is to disclose the Fund’s entry into an Agreement and Plan of Merger with Priority Income Fund, Inc. (“Priority”), whereby the Fund would merge with and into Priority, subject to the satisfaction of certain closing conditions, including the approval of the proposed merger by the Fund’s shareholders.
Entry into Agreement and Plan of Merger with Priority
On December 21, 2018, the Fund entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Priority, a Maryland corporation, in connection with the proposed combination of both entities by a merger and related transactions (the “Merger”), with Priority being the surviving entity of the Merger. The Merger and the Merger Agreement have each been approved by the Fund’s board of trustees and the board of directors of Priority.
Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each holder of the Fund’s Class A, Class T, Class D, Class I and Class C shares of beneficial interest that are issued and outstanding immediately prior to the effective time of the Merger will receive, for each share owned, the number of shares of Priority’s common stock determined by applying an exchange ratio based on the respective net asset values of Priority and the Fund, in each case calculated as of two business days prior to the closing of the Merger.
At a special shareholder meeting, the Fund’s shareholders will be asked to vote on a proposal to approve the Merger and the Merger Agreement (the “Merger Proposal”). Completion of the Merger requires the approval by the Fund’s shareholders of the Merger Proposal. If the Merger Proposal is not approved by the Fund’s shareholders, the Merger will not occur. Pursuant to the Merger Agreement, Priority will also bear up to $500,000 of the Fund’s transaction expenses incurred in connection with the Merger. The Merger is expected to be a taxable event for the Fund’s shareholders.
On December 27, 2018, the Fund issued a joint press release with Priority announcing the entry into the Merger Agreement, a copy of which is attached as Annex A to this supplement.
SAGC Contact: | Jennifer Franklin | Priority Contact: | Colin McGinnis | |
Phone: | (949) 333-1721 | Phone: | (424) 276-7416 | |
Email: | jfranklin@stiracmg.com | Email: | cmcginnis@prospectcap.com |