0000913849-15-000067.txt : 20150220 0000913849-15-000067.hdr.sgml : 20150220 20150220172803 ACCESSION NUMBER: 0000913849-15-000067 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150220 DATE AS OF CHANGE: 20150220 GROUP MEMBERS: RIVERNORTH CAPITAL PARTNERS L.P. GROUP MEMBERS: RIVERNORTH INSTITUTIONAL PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACHOLDER HIGH YIELD FUND INC CENTRAL INDEX KEY: 0000837951 IRS NUMBER: 311251983 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39893 FILM NUMBER: 15636873 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 8002179502 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: PACHOLDER FUND INC DATE OF NAME CHANGE: 19931130 FORMER COMPANY: FORMER CONFORMED NAME: USF&G PACHOLDER FUND INC /OH/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVERNORTH CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001447578 IRS NUMBER: 271560688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 325 N. LASALLE STREET STREET 2: SUITE 645 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-832-0409 MAIL ADDRESS: STREET 1: 325 N. LASALLE STREET STREET 2: SUITE 645 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: RIVERNORTH CAPITAL MANAGEMENT, INC. DATE OF NAME CHANGE: 20081009 SC 13D 1 sc13d_021715.htm SCHEDULE 13D sc13d_021715.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
Pacholder High Yield Fund, Inc.
(Name of Issuer)
 
Auction Rate Cumulative Preferred Shares
(Title of Class of Securities)
 
693742207
(CUSIP Number)
 
 
Marc Collins
RiverNorth Capital Management, LLC
325 N. LaSalle St., Suite 645
Chicago, Illinois 60654-7030
(312) 445-2251
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
February 11, 2015
(Date of Event which Requires Filing of this Statement)
 
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No. 693742207
 
 
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
RiverNorth Capital Management, LLC
I.R.S. Identification No.: 27-1560688
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
 
3.
 
SEC Use Only
 
 
 
 
4.
 
Source of Funds (See Instructions)
 
 
WC
 
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
6.
 
Citizenship or Place of Organization
 
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power
 
 
985
 
  
 
8. Shared Voting Power
 
 
—
  
 
9. Sole Dispositive Power
 
 
985
  
 
10. Shared Dispositive Power
 
—
  
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
985
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
 
o
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
 
57.3%
 
14.
 
Type of Reporting Person (See Instructions)
 
 
IA
   
   
 
 
2
 
CUSIP No. 693742207
 
 
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
RiverNorth Capital Partners, L.P.
I.R.S. Identification No.: 20-8247249
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
 
3.
 
SEC Use Only
 
 
 
 
4.
 
Source of Funds (See Instructions)
 
 
WC
 
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
6.
 
Citizenship or Place of Organization
 
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power
 
 
—
 
  
 
8. Shared Voting Power
 
 
397
  
 
9. Sole Dispositive Power
 
 
—
  
 
10. Shared Dispositive Power
 
397
  
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
397
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
 
o
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
 
23.1%
 
14.
 
Type of Reporting Person (See Instructions)
 
 
PN
   
   
 
 
3
 
CUSIP No. 693742207
 
 
 
1.
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
RiverNorth Institutional Partners, L.P.
I.R.S. Identification No.: 27-1087172
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
 
3.
 
SEC Use Only
 
 
 
 
4.
 
Source of Funds (See Instructions)
 
 
WC
 
5.
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
o
 
6.
 
Citizenship or Place of Organization
 
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7. Sole Voting Power
 
 
—
 
  
 
8. Shared Voting Power
 
 
588
  
 
9. Sole Dispositive Power
 
 
—
  
 
10. Shared Dispositive Power
 
588
  
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
588
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 
 
 
________
 
13.
 
Percent of Class Represented by Amount in Row (11)
 
 
34.1%
 
14.
 
Type of Reporting Person (See Instructions)
 
 
PN
   
   
 
 
 
4
 
 
Item 1.                      Security and Issuer
 
This Statement on Schedule 13D (this “Statement”) relates to shares of Auction Rate Cumulative Preferred Stock, Series W, having a liquidation value of $25,000 per share plus accumulated and unpaid dividends (the “ARPS”) of Pacholder High Yield Fund, Inc. (the “Issuer”).  The Issuer’s principal executive offices are located at 270 Park Avenue, New York, NY 10017.
 
Item 2.                      Identity and Background
 
This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):  RiverNorth Capital Management, LLC (“RiverNorth”), RiverNorth Capital Partners, L.P. (“RNCP”) and RiverNorth Institutional Partners, L.P. (“RNIP”).  This Statement relates to the ARPS held by RNCP and RNIP. The address of the principal business offices of the Reporting Persons is 325 N. LaSalle St., Suite 645, Chicago, Illinois 60654.
 
RiverNorth is a Delaware limited liability company and a majority-owned subsidiary of RiverNorth Financial Holdings LLC that provides discretionary investment management services primarily to registered investment companies, private investment companies and institutional clients.  RiverNorth is the general partner of and serves as the investment adviser to RNCP and RNIP, each of which is a Delaware limited partnership.  RNCP and RNIP are private investment companies.  Information concerning each natural person who is an executive officer, director or controlling person (the “Listed Persons”) of RiverNorth is listed on Annex A hereto and is incorporated by reference herein. All of the Listed Persons are citizens of the United States.
 
During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws.
 
Item 3.                      Source and Amount of Funds or Other Consideration
 
The aggregate amount of funds used by the Reporting Persons to purchase the ARPS reported herein was approximately $19.48 million.  The source of funds was the working capital of RNCP and RNIP.
 
Item 4.                      Purpose of Transaction
 
The ARPS were purchased for investment purposes. The Reporting Persons have not acquired the subject security with any purpose or with the effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.  The Reporting Persons may, however, seek to engage in discussions with the Issuer in the future regarding liquidity solutions with respect to the outstanding ARPS.
 
Item 5.                      Interest in Securities of the Issuer
 
(a)-(b)           The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
 
(c)                 The following transaction(s) in the ARPS were effected by the Reporting Persons during the past sixty days:
 
   No. of
Date                      Nature of Transaction             Shares                 Price

2/11/2015             Purchase                                939                      83% of par

 
(d)           Not applicable.
 
(e)           Not applicable.
 
 
 
5
 
 
Item 6.                      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
The information set forth under Item 2 is incorporated herein.
 
Item 7.                      Material to Be Filed as Exhibits
 
Exhibit                                      Description
 
99.1
Joint Filing Agreement, dated as of February 20, 2015, by and among the Reporting Persons.
 
 
 
6
 
 
SIGNATURE
 
After reasonable 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.
 
February 20, 2015
RiverNorth Capital Management, LLC
 
By: _/s/Marcus Collins________________________________________
Marcus Collins, General Counsel and Chief
Compliance Officer
 
 
 
RiverNorth Capital Partners, L.P.
 
By: RiverNorth Capital Management, LLC, General
      Partner
 
By: _/s/Marcus Collins______________________________________
Marcus Collins, General Counsel and Chief
Compliance Officer
 
 
 
RiverNorth Institutional Partners, L.P.
 
By: RiverNorth Capital Management, LLC, General
      Partner
 
By: _/s/Marcus Collins_______________________________________
Marcus Collins, General Counsel and Chief
Compliance Officer

 
 
7
 
 
ANNEX A
 
The following sets forth the name and present principal occupation of each executive officer, director and control person of the Reporting Persons (the “Listed Persons”). The business address of each of the Listed Persons is 325 N. LaSalle St., Suite 645, Chicago, Illinois 60654-7030.
 
NAME
PRINCIPAL OCCUPATION(S)
Schmucker, Brian H.
  Chief Executive Officer of RiverNorth; Principal of RiverNorth Holding Co.
Galley, Patrick W.
  Chief Investment Officer of RiverNorth; Principal of RiverNorth Holding Co.
Mohrhardt, Jonathan M.
  Chief Operating Officer of RiverNorth
Collins, Marcus L.
  General Counsel and Chief Compliance Officer of RiverNorth

 
8
 
 
 EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT ex99-1.htm
EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the Auction Rate Cumulative Preferred Stock of Pacholder High Yield Fund, Inc. beneficially owned by each of them, and to the inclusion of this Joint Filing Agreement as an exhibit thereto.
 
February 20, 2015
RiverNorth Capital Management, LLC
 
By: _/s/Marcus Collins________________________________________
Marcus Collins, General Counsel and Chief
Compliance Officer
 
 
 
RiverNorth Capital Partners, L.P.
 
By: RiverNorth Capital Management, LLC, General
      Partner
 
By: _/s/Marcus Collins______________________________________
Marcus Collins, General Counsel and Chief
Compliance Officer
 
 
RiverNorth Institutional Partners, L.P.
 
By: RiverNorth Capital Management, LLC, General
      Partner
 
By: _/s/Marcus Collins______________________________________
Marcus Collins, General Counsel and Chief
Compliance Officer