0001062993-16-012271.txt : 20161114 0001062993-16-012271.hdr.sgml : 20161111 20161114113033 ACCESSION NUMBER: 0001062993-16-012271 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20161114 DATE AS OF CHANGE: 20161114 GROUP MEMBERS: BOAZ R. WEINSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TRUST HIGH INCOME LONG/SHORT FUND CENTRAL INDEX KEY: 0001494530 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87308 FILM NUMBER: 161992272 BUSINESS ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 BUSINESS PHONE: 630-765-8000 MAIL ADDRESS: STREET 1: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 sc13da.htm SC 13D/A Saba Capital Management, L.P.: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 2)

First Trust High Income Long/Short Fund
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

33738E109
(CUSIP Number)

Saba Capital Management, L. P.
405 Lexington Avenue
58
th Floor
New York, NY, 10174
Attention: Michael D’Angelo
212-542-4635
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 14, 2016
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [  ]

*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).


SCHEDULE 13D/A

CUSIP No. 33738E109

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Saba Capital Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) [  ]
     (b) [  ]
3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO (see item 3)

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,965,521

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,965,521

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,965,521

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.24%*

14

TYPE OF REPORTING PERSON (See Instructions)

PN; IA

* The percentages used in this Schedule 13D/A are calculated based upon 35,272,607 Common Shares outstanding as of April 30, 2016 as reported in the Issuer's Semi-Annual Report to Shareholders on Form N-CSRS filed on July 5, 2016.


Page 2

SCHEDULE 13D/A

CUSIP No. 33738E109

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Boaz R. Weinstein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
     (a) [  ]
     (b) [  ]
3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

OO (see item 3)

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,965,521

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,965,521

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,965,521

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.24%*

14

TYPE OF REPORTING PERSON (See Instructions)

IN

* The percentages used in this Schedule 13D/A are calculated based upon 35,272,607 Common Shares outstanding as of April 30, 2016 as reported in the Issuer's Semi-Annual Report to Shareholders on Form N-CSRS filed on July 5, 2016.


Page 3

CUSIP No. 33738E109 SCHEDULE 13D/A  

This Amendment No. 2 (“Amendment No. 2”) amends the statement on Schedule 13D filed on September 8, 2016 (the “Original Schedule 13D”) and Amendment No. 1 to the Original Schedule 13D, filed with the SEC on October 24, 2016 (“Amendment No. 1, together with this Amendment No. 2 and the Original Schedule 13D, the “Schedule 13D”) with respect to the common stock, without par value (the “Shares”), of First Trust High Income Trust (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D and Amendment No. 1. This Amendment No. 2 amends Item 4, 5, 7 as set forth below.

Item 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

The Reporting Persons have engaged, and may continue to engage, in discussions with management and the Board of Directors of the Issuer regarding the long-term performance of the Issuer and the trading of the Shares at a discount to the Issuer’s net asset value.

On November 14, 2016, Saba Capital submitted to the Issuer a proposal pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934. The proposal requests that the Board of Trustees of the Fund take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees. The foregoing description of the proposal is qualified in its entirety by the full text of the proposal, a copy of which is attached as Exhibit 2 hereto and incorporated by reference herein.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)

See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Shares and percentages of the Shares beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D/A are calculated based upon 35,272,607 Shares outstanding as of April 30, 2016 as reported in the Issuer's Annual Report to Shareholders on Form N-CSRS filed on July 5, 2016.

   
(b)

See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

   
(c)

The transactions in the Shares effected since the filing of the 13D/A Amendment No 1 by Saba Capital, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.



Page 4

Item 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 2: Proposal, dated November 11, 2016, from Saba Capital to the Issuer.


Page 5

CUSIP No. 33738E109 SCHEDULE 13D/A  

SIGNATURES

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.

11/13/2016
Dated
 
 
 
/s/ Michael D'Angelo
Name: Michael D'Angelo
Title: Chief Compliance Officer
 
 
BOAZ R. WEINSTEIN
/s/ Michael D'Angelo
Name: Michael D'Angelo
Title: Attorney-in-fact*
 
 
 

* Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823




CUSIP No. 33738E109 SCHEDULE 13D/A  
  Schedule A  

Page 6

This Schedule sets forth information with respect to each purchase and sale of Shares which were effectuated by a Reporting Person since the Schedule 13D/A filing on 10/24/2016. All transactions were effectuated in the open market through a broker.

SABA CAPITAL MANAGEMENT, L.P ("Saba Capital")

Trade Date Shares Purchased Price
11/10/2016 131,226 15.17
11/9/2016 28,834 15.25
11/8/2016 22,122 15.34
11/7/2016 45,256 15.31
11/4/2016 11,342 15.12
11/2/2016 41,315 15.25
10/31/2016 4,098 15.52
10/27/2016 74,139 15.71
10/26/2016 19,972 15.73
10/25/2016 40,655 15.70
10/24/2016 26,534 15.63

*Excluding Commissions


EX-2 2 exhibit2.htm EXHIBIT 2 Saba Capital Management, L.P.: Exhibit 2 - Filed by newsfilecorp.com

November 11, 2016
 
VIA EMAIL and FEDERAL EXPRESS
 
The Board of Trustees
First Trust High Income Long/Short Fund
C/O: Mr. W. Scott Jardine
General Counsel
120 East Liberty Drive, Suite 400
Wheaton, IL 60187

  Re: First Trust High Income Long/Short Fund (the “Fund”)

Dear Mr. Jardine:

Saba Capital Management, L.P. (“Saba”) represents certain investment funds that beneficially own approximately 11.24% of the outstanding shares of the Fund.

This letter shall serve as notice to the Fund as to Saba’s timely submittal of a shareholder proposal pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for presentation to the Fund’s shareholders at the Fund’s next annual shareholders’ meeting anticipated to be held in February 2017, or any postponement or adjournment or special meeting held in lieu thereof (the “Meeting”).

Saba’s Rule 14a-8 proposal (the “Proposal”) is as follows:

PROPOSAL

“BE IT RESOLVED, that the shareholders of First Trust High Income Long/Short Fund (the “Fund”) hereby request that the Board of Trustees of the Fund (the “Board”) take all necessary steps in its power to declassify the Board so that all directors are elected on an annual basis starting at the next annual meeting of shareholders. Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected trustees.”




November 11, 2016
First Trust High Income Long/Short Fund
Page 2

SUPPORTING STATEMENT

Corporate Governance

We believe the annual election of all trustees encourages board accountability to its shareholders and when trustees are held accountable for their actions, they perform better. This view is shared by most shareholders and institutional investors, who believe it to be the standard for corporate governance best practices. The vast majority of companies in the S&P 500 and Russell 1000 indexes elect all board members annually.

Currently, the Board is divided into three classes serving staggered three-year terms. It is our belief that the classification of the Board is strong proof that the Board is not acting in the best interests of shareholders. A classified board protects the incumbents, which in turn limits accountability to shareholders.

We are committed to improving the corporate governance of the Fund for the benefit of all shareholders. Declassification of the Board is a positive step which will allow more productive shareholder engagement and will help the Fund achieve its optimal valuation.

Disappointing Performance

The Fund’s long-term performance has been disappointing. Sadly, the Fund has traded at an average discount to Net Asset Value (“NAV”) of more than 12% over the last three years. The Fund’s discount to NAV is among the largest and most persistent in the entire closed-end fund industry and it indicates that the market has lost faith in the Board’s ability to significantly increase value for shareholders.

The Board has failed to take proactive steps to address this discount to NAV, and we believe shareholder value would increase if the Board did take such steps. By way of comparison, other funds in the Fund’s peer group have increased dividend distributions, tendered for shares, and pursued open-ending as a means to increase shareholder value. Thus, we believe that the Fund should adopt a governance structure that would allow the Fund to increase shareholder value.

For a greater voice in the Fund’s corporate governance and to increase the accountability of the Board to shareholders, we urge you to vote FOR this proposal.

END OF PROPOSAL

We began purchasing the shares as early as 2013. As is required by Rule 14a-8 of the Exchange Act, attached is letter from National Financial Services verifying that the Saba fund referenced therein continuously and beneficially owned shares having a market value of $2,000 or more for at least one year prior to the date of the submission of the above Proposal. As of the date hereof, Saba has continuously held the required number of shares for over a one-year period. Saba intends to continue to hold the shares referenced through the date of the Meeting.



November 11, 2016
First Trust High Income Long/Short Fund
Page 3

Please notify us as soon as possible if you would like any further information or if you believe this notice is deficient in any way or if additional information is required so that Saba may promptly provide it to you in order to cure any deficiency.

Thank you for your time and consideration.

Sincerely,


Michael D’Angelo
General Counsel

Cc: The Board of Trustees of the Fund
  Eleazer Klein, Schulte Roth & Zabel LLP


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