M&A - ADVANCED SERIES TRUST
Form Type: POS EX
Filing Date: 2025-02-10
Corporate Action: Merger
Type: Update
Accession Number: 000168386325000679
Filing Summary: This document is a Post-Effective Amendment No. 1 filed by Advanced Series Trust with the SEC, indicating an update regarding the registration statement for AST Core Fixed Income Portfolio, related to the merger and reorganization of AST Global Bond Portfolio and AST High Yield Portfolio into AST Core Fixed Income Portfolio. The document includes the opinion of Ropes & Gray LLP concerning tax matters pertinent to these reorganizations, and incorporates by reference earlier filed documents, including prospectuses and additional information associated with the registration. The registration became effective immediately upon filing, allowing public offering as soon as practicable after this date. It specifies the characteristics and structure of the securities being registered, alongside details concerning indemnification provisions outlined in the declaration of trust, confirming protections for trustees and officers against liabilities arising out of their official capacities.
Additional details:
Title Of Securities: Shares of beneficial interest in the AST Core Fixed Income Portfolio
Date Of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective
Exhibit Title: Opinion and Consent of Ropes & Gray LLP
Form Type: POS EX
Filing Date: 2025-01-28
Corporate Action: Merger
Type: Update
Accession Number: 000168386325000393
Filing Summary: This document constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 for Advanced Series Trust, focused on reorganizing various portfolios into the AST Large-Cap Equity Portfolio. The reorganization involves merging the AST ClearBridge Dividend Growth Portfolio, AST Cohen & Steers Realty Portfolio, AST MFS Global Equity Portfolio, and AST T. Rowe Price Natural Resources Portfolio into the AST Large-Cap Equity Portfolio. The registration statement includes tax opinions and related consents required for the reorganization. This amendment also references prior filings for incorporation into the record, maintaining that the amendment does not alter other parts of the registration statement.
Additional details:
Title Of Securities: Shares of beneficial interest in the AST Large-Cap Equity Portfolio
Approximate Date Of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.
Exhibit Includes: The form of Plan of Reorganization for the reorganizations of AST ClearBridge Dividend Growth Portfolio, AST Cohen & Steers Realty Portfolio, AST MFS Global Equity Portfolio, and AST T. Rowe Price Natural Resources Portfolio, included as Exhibit A.
Conflict Of Interest Policy: The rights accruing to any Person under these provisions shall not exclude any other right to which he may be lawfully entitled.
Form Type: CORRESP
Filing Date: 2024-10-28
Corporate Action: Merger
Type: Update
Accession Number: 000168386324006109
Filing Summary: Advanced Series Trust is responding to comments from the staff of the U.S. Securities and Exchange Commission regarding its Registration Statements on Form N-14 for various portfolios. The Registrant plans to reorganize multiple target portfolios into a combined portfolio, aimed at improving economies of scale and reducing expenses for shareholders. Shareholder meetings are scheduled for December 11, 2024, to vote on the proposed reorganization. The letter confirms that the Board of Trustees approved the reorganization and the repositioning of the acquiring portfolios, and outlines the expected benefits, including lower management fees for shareholders. The document also addresses numerous comments regarding clarifications required on the disclosures related to the reorganization, the impact on current investments, and the percentage of target portfolio securities expected to be retained.
Additional details:
Registration Statement File Nos: 333-282309, 811-05186
Target Portfolios: AST ClearBridge Dividend Growth Portfolio, AST Cohen & Steers Realty Portfolio, AST MFS Global Equity Portfolio, AST T. Rowe Price Natural Resources Portfolio, AST Emerging Markets Equity Portfolio
Meeting Date: 2024-12-11
Management Fee Reduction: permanent contractual reduction
Expected Acquiring Portfolio Name: AST Large-Cap Equity Portfolio
Transaction Costs Borne By Manager: yes
Expected Percentage Securities Retained: 46.7%
Form Type: N-14
Filing Date: 2024-09-30
Corporate Action: Merger
Type: New
Accession Number: 000110465924104196
Filing Summary: Advanced Series Trust is seeking shareholder approval for a Plan of Reorganization which involves the merger of two portfolios (AST Global Bond Portfolio and AST High Yield Portfolio) into the AST Core Fixed Income Portfolio. This reorganization aims to consolidate multiple portfolios to improve economies of scale, reduce total gross and net operating expenses, and enhance performance. The reorganization is expected to be tax-neutral for contract owners and will not affect current fee structures or rights under existing contracts. The Special Meetings for shareholders to vote on the proposal are scheduled for December 18, 2024, and are contingent on obtaining shareholder approval for each of the reorganizations. If approved, the final completion of the merger is anticipated around February 10, 2025.
Additional details:
Record Date: 2024-09-20
Meeting Date: 2024-12-18
Expected Completion Date: 2025-02-10
Target Portfolios: ["AST Global Bond Portfolio","AST High Yield Portfolio"]
Acquiring Portfolio: AST Core Fixed Income Portfolio
Form Type: N-14
Filing Date: 2024-09-25
Corporate Action: Merger
Type: New
Accession Number: 000110465924102795
Filing Summary: On September 25, 2024, Advanced Series Trust filed a Registration Statement (Form N-14) with the SEC for the reorganization of the AST Emerging Markets Equity Portfolio, a series within the Trust, into the AST International Equity Portfolio. This proposal involves a significant corporate action which requires shareholder approval at the Special Meeting scheduled for December 11, 2024. Shareholders of the Target Portfolio will be asked to approve a Plan of Reorganization that facilitates the transfer of all assets and liabilities of the Target Portfolio to the Acquiring Portfolio. Following the reorganization, shareholders of the Target Portfolio will hold shares in the Acquiring Portfolio, which is expected to offer improved economies of scale and reduced expenses. The Board of Trustees has already approved the proposed reorganization, which includes a plan for management fee reduction contingent upon the shareholder approval. Additionally, the reorganization is anticipated to be completed by January 13, 2025, and aims to ensure better performance and lower operating costs for shareholders while maintaining their rights and contractual conditions intact.
Additional details:
Title Of Securities Registered: Shares of beneficial interest of AST International Equity Portfolio
Meeting Date: 2024-12-11
Reorganization Effective Date: 2025-01-13
Management Fee Reduction: Yes
Record Date: 2024-09-13
Form Type: N-14
Filing Date: 2024-09-24
Corporate Action: Merger
Type: New
Accession Number: 000110465924102430
Filing Summary: The registration statement filed by Advanced Series Trust includes information on the proposed reorganization of four Target Portfolios into the AST Large-Cap Core Portfolio. Shareholders are invited to approve Plans of Reorganization for each portfolio at Special Meetings scheduled for December 11, 2024. Each Plan will involve the transfer of assets from the Target Portfolios to the Acquiring Portfolio, effectively liquidating the Target Portfolios while allowing shareholders to own the equivalent value in the Acquiring Portfolio. The goal of these Reorganizations is to achieve improved economies of scale, leading to reduced operating expenses and enhanced performance for shareholders. The Board of Trustees affirms that the plans are in the best interest of shareholders and recommends a 'FOR' vote on the proposals. The anticipated completion date for the Reorganizations is on or about January 27, 2025, contingent on shareholder approval.
Additional details:
Title Of Securities Being Registered: Shares of beneficial interest of the AST Large-Cap Core Portfolio
Approximate Date Of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective
Record Date: 2024-09-13
Meeting Date: 2024-12-11
Estimated Annual Target Portfolio Shareholder Savings: $3.7 million
Contact Number: 1-888-778-2888
Form Type: N-14
Filing Date: 2024-09-09
Corporate Action: Merger
Type: New
Accession Number: 000110465924098144
Filing Summary: On September 9, 2024, ADVANCED SERIES TRUST filed Form N-14 as a registration statement in connection with a proposed reorganization of the AST T. Rowe Price Asset Allocation Portfolio (the "Target Portfolio") into the AST Balanced Asset Allocation Portfolio (the "Acquiring Portfolio"). A Special Meeting of Shareholders is scheduled for November 26, 2024, where shareholders will be asked to approve a Plan of Reorganization. The Plan entails the transfer of all assets from the Target Portfolio to the Acquiring Portfolio, where the Acquiring Portfolio will assume the Target Portfolio's liabilities and issue shares of beneficial interest to the Target Portfolio's shareholders. This reorganization is aimed at consolidating the two portfolios to improve economies of scale, reduce operating expenses, and enhance shareholder performance. No adverse tax consequences are anticipated for contract owners related to the reorganization. The Board of Trustees has approved the reorganization proposal and supports the shareholders voting in favor of it, indicating that the Target Portfolio will be completely liquidated as the separate series of the Trust following approval.
Additional details:
Title Of The Securities Being Registered: Shares of beneficial interest of AST Balanced Asset Allocation Portfolio
Proposed Public Offering Date: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933
Contractual Management Fee Reduction: Yes
Proxy Statement Viewing Option: www.prudential.com/variableinsuranceportfolios
Record Date: 2024-08-30
Anticipated Reorganization Completion Date: 2024-12-09
Form Type: N-14
Filing Date: 2024-09-09
Corporate Action: Merger
Type: New
Accession Number: 000110465924098159
Filing Summary: Advanced Series Trust is proposing a Reorganization of the AST Small-Cap Value Portfolio (Target Portfolio) into the AST Small-Cap Growth Portfolio (Acquiring Portfolio). The Reorganization involves transferring all assets of the Target Portfolio to the Acquiring Portfolio in exchange for the assumption of liabilities and issuance of shares of the Acquiring Portfolio to the Target Portfolio. This is aimed at enhancing economies of scale, reducing expenses, and potentially improving performance for shareholders, with expected completion around December 16, 2024. Shareholders will vote on this proposal during a special meeting on November 26, 2024. The Board of Trustees has approved the Reorganization and recommends shareholders vote in favor of it. Contract owners will be granted one free transfer out of the Target Portfolio within 60 days of the Reorganization date without penalty.
Additional details:
Title Of Securities: Shares of beneficial interest of AST Small-Cap Growth Portfolio
Record Date: 2024-08-30
Special Meeting Date: 2024-11-26
Expected Completion Date: 2024-12-16
Expected Shareholder Savings: approximately $360,000
New Management Fee Reduction: Yes
Current Holdings Retained: approximately 49% of Target Portfolio's holdings
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