M&A - KKR Income Opportunities Fund

Form Type: DEF 14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524284310

Filing Summary: KKR Income Opportunities Fund is seeking approval from its shareholders for the issuance of additional common shares as part of a proposed merger with the Insight Select Income Fund. This merger aims to transfer all assets and certain liabilities of the Insight Select Income Fund to KKR Income Opportunities Fund at net asset value, which is referred to as the 'Reorganization'. A special meeting will take place on January 10, 2025, to vote on this proposal. The merger is proposed to increase the assets under management of the Acquiring Fund and is expected to create potential economies of scale, potentially lower annual operating expenses, and improve secondary market trading. Shareholders from both funds will need to approve the transaction for it to occur. The new shares will be issued based on the relative net asset values of the Acquiring and Acquired Funds. The document discusses the management fee adjustments, implications for shareholders, and the expected timeline for the Reorganization, which will conclude in the first quarter of 2025. Notably, the Reorganization is anticipated to be non-taxable for shareholders of the Acquiring Fund, and steps for proxy voting are detailed, encouraging shareholder participation regardless of shareholding size.

Form Type: CORRESP

Filing Date: 2024-12-19

Corporate Action: Merger

Type: Update

Accession Number: 000119312524281902

Filing Summary: On December 19, 2024, KKR Income Opportunities Fund submitted a letter to the SEC addressing comments regarding its Pre-Effective Amendment No. 1 to the registration statement filed on Form N-14 on December 6, 2024. The letter clarifies details such as the Management Fee Waiver Agreement, which can be terminated by the Acquiring Fund Board with thirty days written notice. It clarifies that the Senior Securities Table, previously included, is not necessary as the borrowings did not meet the definition of senior securities under the Investment Company Act. Additionally, it confirms that there will be no realized gain or loss associated with the Reorganization that requires separate disclosure in the Financial Highlights. The letter proposes revisions to the Final Proxy Statement/Prospectus regarding the NAV per share of the Acquired Fund and confirms that certain tables, including capitalization and senior securities data, will be noted as unaudited. The correspondence emphasizes compliance with SEC staff comments and readiness for further discussion.

Form Type: PRE 14A

Filing Date: 2024-11-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524266307

Filing Summary: KKR Income Opportunities Fund has filed a preliminary proxy statement to solicit votes from its shareholders for a special meeting scheduled on December 20, 2024. The key proposal involves the issuance of additional common shares of beneficial interest in the Acquiring Fund related to the transfer of all assets and certain liabilities from the Insight Select Income Fund, referred to as the Reorganization. The Acquiring Fund aims to increase its assets under management to enhance economies of scale, potentially lower annual operating expenses, and improve market trading conditions. The Acquiring and Acquired Funds will restart with no changes to investment objectives or strategies. Shareholders of both funds must approve the respective Reorganization Agreement and issuance of new shares for the merger to proceed. Further details include the potential tax-free status of the Reorganization for shareholders, management fee adjustments during the transition, and expectations of continued monthly distributions to shareholders post-Reorganization. Shareholders are encouraged to vote promptly whether they plan to attend the meeting or not.

Form Type: CORRESP

Filing Date: 2024-11-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312524264893

Filing Summary: The letter addresses comments from the SEC regarding the registration statement for KKR Income Opportunities Fund's proposed reorganization with the Acquired Fund. It outlines the inclusion of liabilities that the Acquiring Fund will assume and specifies that if the Reorganization isn't approved, the Acquired Fund may pursue strategic transactions, including liquidation. The document discusses management fee comparisons, the implications of merging both funds, and the expected tax-free nature of the reorganization. Clarifications were made about the impact on expense ratios due to a temporary management fee reduction, as well as how asset grades differ between the two funds. The Board of Trustees also considered various strategic options related to the reorganization, reflecting their fiduciary duties. Additionally, shareholders electing cash consideration may recognize a taxable gain, and no standstill agreements exist with third parties concerning the funds.

Form Type: CORRESP

Filing Date: 2024-11-25

Corporate Action: Merger

Type: Update

Accession Number: 000119312524265295

Filing Summary: On November 25, 2024, KKR Income Opportunities Fund submitted correspondence to the SEC addressing comments related to their registration statement filed on Form N-14 on October 10, 2024, regarding a merger involving the Acquiring Fund and the Acquired Fund. Key comments included the need to disclose the Acquired Fund liabilities and the Acquiring Fund's assumptions thereof, along with the financial implications and costs associated with the Reorganization. The proposal outlined that the Acquired Fund would make efforts to discharge its known liabilities before the Reorganization, and, if unable, the Acquiring Fund would assume certain liabilities. Transparency on transaction costs, merger expenses, and future financial reporting was stressed, noting the Acquiring Fund's expectations of various costs and adjustments in its accounting practices post-merger. The document included detailed assurances of compliance with applicable accounting standards, specifically ASC 805-50, and the anticipated impact on capital gains and income fees in future filings was clarified. Overall, the correspondence provided a comprehensive response to the SEC's inquiries and highlighted important adjustments in disclosure to ensure compliance and clarity for shareholders.

Form Type: N-14 8C

Filing Date: 2024-10-10

Corporate Action: Merger

Type: New

Accession Number: 000119312524235968

Filing Summary: On October 10, 2024, KKR Income Opportunities Fund filed a registration statement under Form N-14 for a proposed reorganization with Insight Select Income Fund. This initiative involves the transfer of all assets from the Insight Select Income Fund (the Acquired Fund) to KKR Income Opportunities Fund (the Acquiring Fund) in exchange for shares of the Acquiring Fund. A special meeting of shareholders of the Acquired Fund is scheduled for December 20, 2024, to vote on the approval of the plan of reorganization. Shareholders can expect to receive either common shares of the Acquiring Fund or cash for fractional shares, and the reorganization aims to qualify as a tax-free exchange under U.S. federal law. The Board of Trustees of the Acquired Fund recommends the proposal, stating that it is in the best interests of shareholders. The registration statement includes a detailed proxy statement/prospectus outlining the rationale for the merger, potential tax implications, management changes, and projected fees for the combined entity. This merger is seen as beneficial given the differences in investment strategies and objectives between the two funds. If the proposal is not approved, the Acquired Fund may continue as a separate entity, potentially leading to liquidation or other business strategies.