M&A - T. Rowe Price High Yield Fund, Inc.

Form Type: CORRESP

Filing Date: 2024-09-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465924104204

Filing Summary: The letter addresses comments from the SEC regarding the T. Rowe Price High Yield Fund, Inc. in relation to a Reorganization involving the Target Fund. The Registrant presents a response to clarify that the Reorganization will not materially alter the Target Fund’s investment portfolio due to existing investment restrictions. It is noted that approximately 34% of the Target Fund’s securities are expected to be sold; 30.6% for repayment of outstanding leverage and 3.4% due to transferability restrictions of specific bank loan holdings. The response highlights that post-Reorganization, shareholders of the Target Fund will maintain exposure to a portfolio largely congruent with the Acquiring Fund's investments, thus minimizing any material impact on holdings despite the leverage repayment and other sales. The letter also references an earlier comment response and its implications, as well as the overall strategy ensuring compliance with relevant regulations without misleading disclosures.

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Form Type: CORRESP

Filing Date: 2024-09-19

Corporate Action: Merger

Type: Update

Accession Number: 000110465924101312

Filing Summary: T. Rowe Price High Yield Fund, Inc. filed a response to comments received from the SEC regarding its registration statement on Form N-14 related to the proposed reorganization of the Target Fund. The response includes the intention to file a delaying amendment due to an incomplete filing caused by the lack of consent from the Target Fund's auditor. The document outlines proposed revisions to enhance clarity regarding the information incorporated by reference, financial highlights, and analysis on the impact of the reorganization on the Target Fund’s portfolio. Additionally, it discusses the anticipated costs associated with the reorganization, estimated to be approximately $1,750,000, which would lower the NAV of the Target Fund. Key considerations regarding the advantages and disadvantages of the reorganization are discussed, highlighting potential cost savings and market performance factors. Lastly, the document addresses voting rights for shareholders during the upcoming meeting, ensuring clarity on how abstentions and broker non-votes will be treated.

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Form Type: N-14

Filing Date: 2024-08-16

Corporate Action: Merger

Type: New

Accession Number: 000110465924090454

Filing Summary: On August 16, 2024, T. Rowe Price High Yield Fund, Inc. filed a registration statement on Form N-14 related to the merger of The New America High Income Fund, Inc. with T. Rowe Price High Yield Fund. The filing proposes that the assets of The New America High Income Fund be transferred to T. Rowe Price High Yield Fund in exchange for the assumption of the fund's liabilities and issuance of Investor Class shares in T. Rowe Price High Yield Fund. Following the asset transfer, The New America High Income Fund will undergo complete liquidation. The notice is accompanied by a draft Proxy Statement/Prospectus explaining the relevant proposals, which includes a recommendation from the Board to vote in favor of the merger plan. The mergers are intended to consolidate similar investment objectives and strategies while seeking to minimize costs for shareholders. The acquired fund's shareholders are expected to vote on the proposal at a meeting scheduled to take place following the effective filing date.

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