EX-99.(S)(2) 9 tm218032d1_ex99-s2.htm EXHIBIT 99.(S)(2)

 

Exhibit 99.(s)(2)

 

The information in this Prospectus Supplement is not complete and may be changed. A Registration Statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This Prospectus Supplement and the accompanying Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated March 1, 2021

 

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-______

 

FORM OF PRELIMINARY PROSPECTUS SUPPLEMENT TO BE USED IN CONNECTION WITH OFFERINGS OF COMMON SHARES1
(to Prospectus dated                , 2021)

 

[•] Shares

 

Aberdeen Income Credit Strategies Fund

 

Common Shares

 

$[•] per Share

________________

 

The Fund. Aberdeen Income Credit Strategies Fund (the “Fund”) is a diversified, closed-end management investment company.

 

 Investment Objectives. The Fund’s primary investment objective is to seek a high level of current income with a secondary objective of capital appreciation.

 

Principal Investment Strategy; Leverage. Depending on current market conditions and the Fund’s outlook over time, the Fund seeks to achieve its investment objectives by opportunistically investing primarily in loan and debt instruments (and loan-related or debt-related instruments, including repurchase and reverse repurchase agreements and derivative instruments) of issuers that operate in a variety of industries and geographic regions. The Fund expects to emphasize high current income, with a secondary emphasis on capital appreciation, by investing generally in senior secured floating rate and fixed rate loans and in second lien or other subordinated loans or debt instruments, including non-stressed and stressed credit obligations, and related derivatives. The Fund is permitted to obtain leverage using any form or combination of financial leverage instruments, including reverse repurchase agreements, credit facilities such as bank loans or commercial paper, and the issuance of preferred shares or notes. The Fund is permitted to have financial leverage representing up to the maximum extent permitted by the Investment Company Act of 1940 (“1940 Act”), which is up to 33 1/3% of the Fund’s total assets (including the assets subject to, and obtained with the proceeds of, such leverage).

 

 NYSE Listing. The Fund’s currently outstanding Common Shares are, and the Common Shares offered by this Prospectus will be, subject to notice of issuance, listed on the New York Stock Exchange (the “NYSE”) under the symbol “ACP.” As of                 , the last reported sale price for the Fund’s Common Shares on the NYSE was $         per Common Share, and the net asset value of the Fund’s Common Shares was $         per Common Share, representing a [discount/premium] to net asset value of         %.

____________________________

 

1In addition to the sections outlined in this form of prospectus supplement, each prospectus supplement actually used in connection with an offering conducted pursuant to the registration statement to which this form of prospectus supplement is attached will be updated to include such other information as may then be required to be disclosed therein pursuant to applicable law or regulation as in effect as of the date of each such prospectus supplement, including, without limitation, information particular to the terms of each security offered thereby and any related risk factors or tax considerations pertaining thereto. This form of prospectus supplement is intended only to provide a rough approximation of the nature and type of disclosure that may appear in any actual prospectus supplement used for the purposes of offering securities pursuant to the registration statement to which this form of prospectus supplement is attached, and is not intended to and does not contain all of the information that would appear in any such actual prospectus supplement, and should not be used or relied upon in connection with any offer or sale of securities.

 

i 

 

 

Investing in the Fund’s Preferred Shares involves certain risks. See “Risks” on page [ ] of the accompanying Prospectus and “                        ” on page         of this Prospectus Supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

    Per Share   Total
Public offering price  $[•]  $[•]
Underwriting discounts and commissions  $[•]  $[•]
Proceeds, before expenses, to the Fund(1)  $[•]  $[•]

 

(1) The aggregate expenses of the offering (excluding underwriting discounts and commissions) are estimated to be $[•]. 

 

The underwriter is expected to deliver the Common Shares to purchasers on or about

 

This Prospectus Supplement is dated

 

ii 

 

 

You should read this Prospectus Supplement and the accompanying Prospectus, which contains important information about the Fund that you should know before deciding whether to invest, and retain it for future reference. A Statement of Additional Information, dated                , 2021, containing additional information about the Fund, has been filed with the SEC and is incorporated by reference in its entirety into the accompanying Prospectus. You may request free copies of the Statement of Additional Information, annual and semi-annual reports to shareholders and other information about the Fund, and make shareholder inquiries, by calling Investor Relations toll-free at 1-800-522-5465 or by writing to [•] at [•], or you may obtain a copy (and other information regarding the Fund) from the SEC’s website (www.sec.gov). Free copies of the Fund’s Prospectus, Statement of Additional Information, reports and any incorporated information will also be available from the Fund’s website at http:/www.aberdeenacp.com.

 

The Fund’s Securities do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

 

[As permitted by regulations adopted by the SEC, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s website (http:/www.aberdeenacp.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

You may elect to receive all future reports in paper free of charge. If you own these shares through a financial intermediary, such as a broker-dealer or bank, you may contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can inform the Fund that you wish to continue receiving paper copies of your shareholder reports by calling Investor Relations toll-free at 1-800-522-5465. Your election to receive reports in paper will apply to all funds held with the fund complex if you invest directly with the Fund or to all funds held in your account if you invest through your financial intermediary.]

 

This Prospectus Supplement, the accompanying Prospectus and the SAI contain (or will contain) or incorporate (or will incorporate) by reference “forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,” and similar terms with the negative of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Fund’s actual results are the performance of the portfolio of securities the Fund holds, the price at which the Fund’s Securities (including the Preferred Shares) trade in the public markets and other factors discussed in this Prospectus Supplement, the accompanying Prospectus and the SAI, and in the Fund’s periodic filings with the SEC.

 

Although the Fund believes that the expectations expressed in the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in the Fund’s forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in “              ” in this Prospectus Supplement and the “Risk Factors” section of this Prospectus. All forward-looking statements contained in this Prospectus Supplement, the accompanying Prospectus or in the SAI are made as of the date of this Prospectus Supplement, the accompanying Prospectus or SAI, as the case may be. Except for ongoing obligations under the federal securities laws, the Fund does not intend and is not obligated, to update any forward-looking statement.

 

You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The Fund has not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this Prospectus Supplement and the accompanying Prospectus is accurate as of any date other than the date of this Prospectus Supplement. The Fund’s business, financial condition and results of operations may have changed since that date. The Fund will amend this Prospectus Supplement and the accompanying Prospectus if, during the period that this Prospectus Supplement and the accompanying Prospectus is required to be delivered, there are any subsequent material changes.

 

Capitalized terms used herein that are not otherwise defined shall have the meanings assigned to them in the accompanying Prospectus.

 

iii 

 

 

TABLE OF CONTENTS

 

  Page
Prospectus Supplement  
Prospectus Supplement Summary S-1
Summary of Fund Expenses S-2
Capitalization S-3
Use of Proceeds S-3
Recent Developments S-3
Tax Matters S-4
Additional Information S-4
   
Prospectus  
About this Prospectus  
Where you can find more information  
Incorporation by reference  
Summary of Fund expenses  
Financial highlights  
The Fund  
Use of proceeds  
Description of Common Shares  
Investment objectives and principal investment strategy  
Risk factors  
Management of the Fund  
Net asset value of Common Shares  
Distributions  
Tax matters  
Closed-end fund structure  
Dividend reinvestment plan  
Description of capital structure  
 Plan of distribution  
Custodian, dividend paying agent, transfer agent and registrar  
Legal opinions  
Independent registered public accounting firm  
Additional information  
Table of contents for the statement of additional information  

 

iv 

 

 

PROSPECTUS SUPPLEMENT SUMMARY
This is only a summary of information contained elsewhere in this Prospectus Supplement and the accompanying Prospectus. This summary does not contain all of the information that you should consider before investing in the Fund’s Common Shares. You should carefully read the more detailed information contained in this Prospectus Supplement and the accompanying Prospectus and the Statement of Additional Information, dated                , 2021 (the “SAI”), especially the information set forth under the headings “Investment Objective and Policies” and “Risks.”

The Fund

 

 

 

Aberdeen Income Credit Strategies Fund (the “Fund” or “we”) is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was organized as a Delaware Statutory Trust on October 12, 2010.
Listing and Symbol The Fund’s currently outstanding Common Shares are, and the Common Shares offered by this Prospectus will be, subject to notice of issuance, listed on the New York Stock Exchange (the “NYSE”) under the symbol “ACP.” As of                 , the last reported sale price for the Fund’s Common Shares on the NYSE was $         per Common Share, and the net asset value of the Fund’s Common Shares was $         per Common Share, representing a [discount/premium] to net asset value of         %.
Distributions

The Trust has paid distributions to Common Shareholders monthly since inception. Payment of future distributions is subject to approval by the Trust’s Board of Trustees, as well as meeting the covenants of any outstanding borrowings and the asset coverage requirements of the 1940 Act.

 

The Trust’s next regularly scheduled distribution will be for the month ending          and, if approved by the Board of Trustees, is expected to be paid to Common Shareholders on or about          [Such distribution will not be payable with respect to Common Shares that are issued pursuant to the Offer after the record date for such distribution.]

 

The Offering

The Trust is offering          Common Shares through a group of underwriters.

 

Common Shares Offered by the Trust

 

[TO COME]

 

Common Shares Outstanding after the Offering

 

[The Trust’s Common Shares have recently traded at a premium to net asset value (“NAV”) per share and the price of the Common Shares is expected to be above net asset value per share. Therefore, investors in this offering are likely to experience immediate dilution of their investment. Furthermore, shares of closed-end investment companies, such as the Trust, frequently trade at a price below their NAV. The Trust cannot predict whether its Common Shares will trade at a premium or a discount to NAV.]

 

Risks See “Risks” beginning on page         of the accompanying Prospectus for a discussion of factors you should consider carefully before deciding to invest in the Fund’s Common Shares.
Use of Proceeds

The Fund estimates the net proceeds of the offering to be approximately $ .

 

The Fund intends to invest the net proceeds of the offering in accordance with its investment objective and policies as stated in the accompanying Prospectus. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds of the offering in accordance with its investment objective and policies within [•] months after the completion of the offering. However, until it is able to do so, the Fund may invest in temporary investments, such as cash, cash equivalents, short-term debt securities or U.S. government securities, which could negatively impact the Fund’s returns during such period. The Fund may also use the proceeds for working capital purposes, including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to issue Securities primarily for these purposes.

 

  

S-1

 

 

Summary of Fund expenses

 

The purpose of the following table and the example below is to help you understand the fees and expenses that holders of Common Shares (“Common Shareholders”) would bear directly or indirectly. The expenses shown in the table under “Other expenses” are estimated for the current fiscal year ended [•]. The expenses shown in the table under “Interest expenses on bank borrowings,” “Total annual expenses” and “Total annual expenses after expense reimbursement” are estimated based on the Fund’s average net assets for the current fiscal year ended [•] of $[•]. The tables also reflect the estimated use of leverage by the Fund through bank borrowings representing in the aggregate [•]% of Managed Assets (consistent with the percentage of leverage in place as of [•]) of the Fund’s total assets (including the assets subject to, and obtained with the proceeds of, such borrowings), and show Fund expenses as a percentage of net assets attributable to Common Shares. The table reflects the anticipated net proceeds of the Common Shares offered pursuant to this Prospectus Supplement and the accompanying Prospectus and assuming the Fund incurs the estimated offering expenses. If the Trust issues fewer than all of the Common Shares available for sale pursuant to the Distribution Agreement and the net proceeds to the Trust are less, all other things being equal, the total annual expenses shown would increase. 

 

Common Shareholder transaction expenses  
Sales load (as a percentage of offering price) ___%(1)
Offering expenses (as a percentage of offering price) ___%(2)
Dividend reinvestment plan fees  None (3)

 

  Annual expenses
(as a percentage of net assets
attributable to
 
  Common Shares)  
Advisory fee(4) [•] %
Interest expenses on bank borrowings(5) [•] %
Other expenses [•] %
Total annual expenses [•] %
Less: expense reimbursement(6) [•] )%
Total annual expenses after expense reimbursement [•] %

(1)         Represents the estimated commission with respect to the Common Shares being sold under this Prospectus Supplement and the accompanying Prospectus. There is no guarantee that there will be any sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus. Actual sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus, if any, may be less than as set forth under “Capitalization” below. In addition, the price per Common Share of any such sale may be greater or less than the price set forth under “Capitalization” below, depending on market price of the Common Shares at the time of any such sale.

 

(2)         Assumes the sale of          Common Shares at a sales price per Common Share of $        , which represents the last reported sales price of the Common Shares on the NYSE on         . There is no guarantee that there will be any sales of Common Shares under this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Common Shares under this Prospectus Supplement and the accompanying Prospectus may be at a price greater or less than $         per Common Share, depending on the market price of the Common Shares at the time of any such sale.

 

 (3)        You will pay a brokerage commission if you direct the Plan Agent to sell your Common Shares held in a dividend reinvestment account.

 

 (4)        The Adviser receives a monthly fee at an annual rate of 1.25% of the Fund’s average daily Managed Assets. The advisory fee percentage calculation assumes the use of leverage by the Fund as discussed in note (4). To derive the annual advisory fee as a percentage of the Fund’s net assets (which are the Fund’s total assets less all of the Fund’s liabilities), the Fund’s average Managed Assets for [•] (plus leverage in the amount of [•]% of such proceeds (after giving effect to such leverage)) were multiplied by the annual advisory fee rate and then divided by the Fund’s average net assets for the same period.

 

 (5)        For the current fiscal year ended [•], the Fund had $[•] in borrowings outstanding under its Credit Facility (representing approximately [•]% of the average daily value of the Fund’s Managed Assets during such period) at an average annual interest rate of 3.52%. For purposes of preparing this table, the Fund has assumed that it will use leverage through bank borrowings representing in the aggregate [•]% of the Fund’s Managed Assets (including the assets subject to, and obtained with the proceeds of, such borrowings) at terms similar to the existing Credit Facility. There can be no assurances that the Fund will be able to obtain such level of borrowing (or to maintain its current level of borrowing), that the terms under which the Fund borrows will not change, or that the Fund’s use of leverage will be profitable. The expenses shown under “Interest expense on bank borrowings” in the table above includes the expected interest expense on the maximum amount to which the Fund intends to borrow during the next twelve months, and the Fund currently intends during the next twelve months (i) to maintain a similar proportionate amount of borrowings but may increase such amount to 33 1/3% of the average daily value of the Fund’s total assets and (ii) not to issue preferred shares.

 

(6)         [The Adviser has contractually agreed to reimburse the Fund so that total other expenses (as a percentage of net assets attributable to Common Shares of the Fund) are limited to 0.35% of the average daily net assets of the Fund on an annualized basis (excluding interest, taxes, brokerage fees, short sale dividend and interest expenses and non-routine expenses). The Fund may repay any such reimbursement from the Adviser, within three years of the reimbursement, provided that the following requirements are met: the reimbursements do not cause the Fund to exceed the lesser of the applicable expense limitation in the contract at the time the fees were limited or expenses are paid or the applicable expense limitation in effect at the time the expenses are being recouped by the Adviser. Because interest expenses and investment related expenses are not subject to the reimbursement agreement, interest expenses and investment related expenses are included in the “Total annual expenses after expense reimbursement” line item.]

 

S-2

 

 

Example

 

An investor would directly or indirectly pay the following expenses on a $1,000 investment in Common Shares, assuming a 5% annual return. This example assumes that (i) all dividends and other distributions are reinvested at NAV, (ii) the percentage amounts listed under “Total annual expenses” above remain the same in the years shown and (iii) the expense reimbursement agreement is only in effect in years 1 and 2 at 0.35% of total other expenses (as a percentage of net assets attributable to Common Shares of the Fund) as described in note (6) above.

 

The example should not be considered a representation of future expenses or rate of return and actual Fund expenses may be greater or less than those shown.

 

1 Year   3 Years   5 Years   10 Years  
$ [•]   $ [•]   $ [•]   $ [•]  

 

CAPITALIZATION

 

The following table sets forth the audited capitalization of the Fund as of [•] and the as adjusted capitalization of the Fund assuming the issuance of [•] Common Shares offered in this Prospectus Supplement, including estimated offering expenses of $[•] and underwriting discounts and commissions of $[•].

 

  Actual as of [•]   As Adjusted as of [•]
Common Shareholders’ Equity:          

Common Shares, $0.001 par value per share; [•] shares authorized

(The “Actual” and “As Adjusted” columns reflect the [•] shares outstanding as of [•].)

  [•]     [•]
Paid-in capital*   [•]     [•]
Total distributable loss   [•]     [•]
Net Assets $ [•]   $ [•]

 

* As adjusted paid-in surplus reflects a deduction for estimated offering expenses of $[•] and underwriting discounts and commissions of $[•]. 

 

USE OF PROCEEDS

 

The Fund estimates total net proceeds of the offering to be approximately $[•], based on the public offering price of $[•] per share and after deduction of the underwriting discounts and commissions and estimated offering expenses payable by the Fund.

 

The Fund intends to invest the net proceeds of the offering in accordance with its investment objective and policies as stated in the accompanying Prospectus. It is currently anticipated that the Fund will be able to invest substantially all of the net proceeds of the offering in accordance with its investment objective and policies within [•] months after the completion of the offering. However, until it is able to do so, the Fund may invest in temporary investments, such as cash, cash equivalents, short-term debt securities or U.S. government securities, which could negatively impact the Fund’s returns during such period. A delay in the anticipated use of proceeds could lower returns and reduce the Fund’s distribution to Common Shareholders.

 

Recent developments

 

[TO COME, if any

 

[Additional risks, if any, to come]

 

S-3

 

 

TAX matters

 

[TO COME] 

 

UNDERWRITERS

 

[TO COME] 

 

LEGAL MATTERS

 

Certain legal matters in connection with the Common Shares will be passed on for the Fund by Dechert LLP. Certain legal matters will be passed on by          ,       ,          , as special counsel to the underwriters in connection with the offering of Common Shares. 

 

ADDITIONAL INFORMATION

 

This Prospectus Supplement and the accompanying Prospectus constitutes part of a Registration Statement filed by the Fund with the SEC under the Securities Act, and the 1940 Act. This Prospectus Supplement and the accompanying Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Fund and the Common Shares offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. The complete Registration Statement may be obtained from the SEC upon payment of the fee prescribed by its rules and regulations or free of charge through the SEC’s website (www.sec.gov).
 

S-4

 

  

Shares

 

Aberdeen Income Credit Strategies Fund

 

Common Shares

 

FORM OF

PROSPECTUS
SUPPLEMENT

 

S-5