As filed with the Securities and Exchange Commission on February 3, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. __)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act Of 1934
Highland Opportunities and Income Fund
(Name of Subject Company (Issuer))
Highland Opportunities and Income Fund
(Name of Filing Person (Issuer))
Common shares of beneficial interest, par value $0.001
(Title of Class of Securities)
43010E404
(CUSIP Number of Securities)
Frank Waterhouse
Highland Opportunities and Income Fund
300 Crescent Court, Suite 700
Dallas, Texas 75201
Telephone: (866) 351-4440
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
Jon-Luc Dupuy
K&L Gates, LLP
1 Congress Street
Boston, MA 02114
Telephone: (617) 261-3146
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| | ☐ | Third-party tender offer subject to Rule 14d-1. |
| | ☒ | Issuer tender offer subject to Rule 13e-4. |
| | ☐ | Going-private transaction subject to Rule 13e-3. |
| | ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| | ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| | ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
ITEMS 1 THROUGH 9 AND ITEM 11.
This Tender Offer Statement on Schedule TO (as amended from time to time, this “Schedule TO”) relates to the offer by Highland Opportunities and Income Fund, a Massachusetts business trust (together with its subsidiaries, “HFRO” or the “Issuer”), to exchange up to $100,000,000 in aggregate purchase price of the Issuer’s currently outstanding common shares of beneficial interest, par value $0.001 per share (the “Common Shares”) for (i) Highland Opportunities and Income Fund’s 5.375% Series B Cumulative Preferred Shares, par value $0.001 and liquidation preference $25.00 per share (the “Series B Preferred Shares”) upon the terms and subject to the conditions contained in the Offer to Exchange dated February 3, 2025 and the related Letter of Transmittal (such transaction, the “Exchange Offer”).
The Offer to Exchange and the Letter of Transmittal (together, as amended and supplemented from time to time, the “Disclosure Documents”) are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. This Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. All information in the Disclosure Documents, including all schedules, is hereby expressly incorporated by reference in answer to all items in this Schedule TO and is supplemented by the information specifically provided herein, except as otherwise set forth below. The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.
ITEM 12. EXHIBITS.
| Exhibit No. | | Document |
| (a)(1)(i) | | Offer to Exchange dated February 3, 2025. (1) |
| | | |
| (a)(1)(ii) | | Letter of Transmittal. (1) |
| | | |
| (a)(1)(iii) | | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1) |
| | | |
| (a)(1)(iv) | | Letter to Clients. (1) |
| | | |
| (a)(5)(1) | | Press Release issued on February 3, 2025 (1) |
| | | |
| (a)(5)(2) | | HFRO Offer to Exchange FAQs dated February 2025. (1) |
| | | |
| (b) | | Not applicable. |
| | | |
| (d)(1) | | Amended and Restated Agreement and Declaration of Trust dated July 26, 2019. (2) |
| | | |
| (d)(2) | | First Amendment to the Third Amended and Restated Agreement and Declaration of Trust dated October 15, 2019. (2) |
| | | |
| (d)(3) | | Second Amendment to the Third Amended and Restated Agreement and Declaration of Trust dated August 13, 2020. (2) |
| | | |
| (d)(4) | | Third Amendment to the Third Amended and Restated Agreement and Declaration of Trust dated December 21, 2021. (2) |
| | | |
| (d)(5) | | Fourth Amendment to the Third Amended and Restated Agreement and Declaration of Trust dated May 15, 2023. (2) |
| | | |
| (d)(6) | | Third Amended and Restated By-Laws of the Registrant dated December 21, 2021. (2) |
| | | |
| (d)(7) | | Statement of Preferences for the 5.375% Series A Cumulative Preferred Shares dated July 29, 2019. (2) |
| (d)(8) | | Form of Statement of Preferences of 5.375% Series B Preferred Shares dated [ ]. (1) |
| | | |
| (d)(5) | | Dividend Reinvestment Plan. (3) |
| | | |
| (d)(6) | | Amended and Restated Investment Advisory Agreement, dated June 29, 2006, between the Company and NexPoint Advisors, L.P. (4) |
| | | |
| (d)(7) | | Administration Services Agreement, dated June 29, 2006, between the Issuer and Highland Capital Management, L.P. (5) |
| | | |
| (d)(8) | | Amendment No. 1, dated June 6, 2008, to Administration Services Agreement, dated December 4, 2006, between the Issuer and Highland Capital Management, L.P.(5) |
| | | |
| (d)(9) | | Transfer Agency and Registrar Services Agreement, dated January 18, 2013, between the Issuer and American Stock Transfer & Trust Company, LLC.(5) |
| | | |
| (d)(10) | | Master Sub-Administration Agreement, dated July 23, 2018, between SEI investments Global Funds Services and NexPoint Advisors, L.P. (3) |
| | | |
| (d)(11) | | Master Custodian Agreement dated October 3, 2018 between Bank of New York Mellon (“BNY”) and NexPoint Real Estate Strategies Fund, NexPoint Healthcare Opportunities Fund, NexPoint Latin American Opportunities Fund, NexPoint Discount Strategies Fund, NexPoint Energy and Materials Opportunities Fund, NexPoint Strategic Income Fund and NexPoint Event Driven Fund (the “Interval Funds”) listed on Annex A thereto (as Annex A may be amended from time to time).(6) |
| | | |
| (d)(12) | | Amendment 1 to Master Custodian Agreement dated April 8, 2019 between BNY and the Issuer, the Interval Funds, the series of Highland Funds II, the series of Highland Funds I, the Issuer, Highland Income Fund, Highland Global Allocation Fund and Gambier Bay, LLC.(6) |
| | | |
| (d)(13) | | Amendment 2 to Master Custodian Agreement dated April 8, 2019 between BNY and the Issuer, the Interval Funds, the series of Highland Funds II, the series of Highland Funds I, the Issuer, Highland Income Fund, Highland Global Allocation Fund and Gambier Bay, LLC.(6) |
| | | |
| (d)(14) | | Form of Amendment to the Transfer Agency and Registrar Services Agreement, dated October 30, 2020, between the Issuer and American Stock Transfer & Trust Company, LLC. (7) |
| | | |
| (g) | | Not applicable. |
| | | |
| (h) | | Not applicable. |
| | | |
| 107 | | Filing Fees – Calculation of Filing Fee Table (1) |
| (1) | Filed herewith. |
| (2) | Incorporated by reference to Post-Effective Amendment adding exhibits to the Issuer’s Registration Statement on Form N-2 (File No. 333-219103), filed on January 2, 2025. |
| (3) | Incorporated by reference to the Issuer’s Registration Statement on Form N-2 (File No. 333-230078), filed on March 5, 2019. |
| (4) | Incorporated by reference to Post-Effective Amendment No. 2 to the Issuer’s Registration Statement on Form N-2 (File No. 333-173004), filed on August 22, 2013. |
| (5) | Incorporated by reference to Post-Effective Amendment No. 6 to the Issuer’s Registration Statement on Form N-2 (File No. 333-173004), filed on April 30, 2015. |
| (6) | Incorporated by reference to Post-Effective Amendment No. 1 to the Issuer’s Registration Statement on Form N-2 (File No. 333-230078), filed on August 27, 2019. |
| (7) | Incorporated by reference to the Issuer’s Tender Offer Statement on Schedule TO (File No. 005-83652), filed on October 30, 2020. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | Highland Opportunities and Income Fund | |
| | | | |
| | By: | /s/ Frank Waterhouse | |
| | Name: | Frank Waterhouse | |
| | Title: | Treasurer, Principal Accounting Officer, Principal Financial Officer, and Principal Executive Officer | |
Dated as of: February 3, 2025
Exhibit Index
