Ocean Capital Provides Significant Updates on its Campaigns for Change at Nine UBS Puerto Rico Closed-End Funds
2024年7月30日 - 9:45PM
ビジネスワイヤ(英語)
Receives Favorable Ruling From U.S. District
Court of Puerto Rico, Ordering PRITF I, PRITF VI and TFF I to Seat
Ocean Capital’s Duly Elected Nominees
Continues to Win Shareholder Votes in Favor of
its Nominees by Overwhelming Margins
Reiterates Commitment to Fighting for
Shareholder Rights Regardless of Time or Cost
Ocean Capital LLC (collectively with its affiliates, “Ocean
Capital” or “we”), a significant shareholder of various Puerto Rico
closed-end bond funds (the “Funds”) that are managed or co-managed
by UBS Asset Managers of Puerto Rico (“UBS”), today provided the
following significant updates regarding its campaigns for change at
nine Funds:1
- The U.S. District Court for the District of Puerto Rico (the
“Court”) issued an opinion and order and final judgment ordering
PRITF I, PRITF VI and TFF I to seat the duly elected directors
nominated by Ocean Capital. The Court also denied the Funds’
request to stay seating Ocean Capital’s nominees as directors
pending the Funds’ appeal.
- Rather than honor the Court’s order, the Funds instead filed an
“emergency motion” for stay pending appeal, further delaying the
time when the elected directors could obtain their rightful board
seats. While the Court of Appeals entered an administrative stay,
it also ordered a highly expedited schedule for briefing the merits
of the Funds’ appeal, with oral argument scheduled for September
10, 2024. Ocean Capital is prepared to refute the Funds’ positions
on their appeal and will continue to fight for the rights of
shareholders regardless of time or cost.
- Ocean Capital continues to receive overwhelming shareholder
support for its nominees at the Funds’ annual meetings. Based on a
preliminary vote count, the majority of shareholders voted for
Ocean Capital’s nominees at TFF I’s 2024 annual meeting held on
July 18, 2024, by a margin of approximately 105:1.2 Shareholders
have voted by overwhelming margins for Ocean Capital’s nominees at
nine annual meetings involving three of the Funds since March 2022.
Despite this, these Funds continue to ignore the lawful shareholder
votes that took place and refuse to seat the duly elected
directors.
- Ocean Capital urges Popular Asset Management LLC (“Popular”)
and UBS to answer pressing questions regarding Popular’s
resignation as co-advisor to PRITF I. Popular and UBS have yet to
acknowledge the results of the PRITF I 2023 annual meeting, held on
April 18, 2024, which were overwhelmingly favorable to Ocean
Capital’s proposal to terminate PRITF I’s management agreements
with UBS and Popular.
W. Heath Hawk, managing member of Ocean Capital, commented:
“We are pleased that the Court has validated Ocean Capital’s
counterclaims and the lawful shareholder votes that took place at
PRITF I, PRITF VI and TFF I. Despite being ordered by the Court to
seat the duly elected directors, we are disappointed that the Funds
have instead chosen to file an ‘emergency’ motion for stay pending
appeal, falsely asserting that the Funds face ‘imminent and
irreparable harm’ with the seating of any new directors.
This is clearly yet another desperate attempt by the Funds to
continue to evade the will of shareholders by spending even more
shareholder capital to drag out this costly litigation. We estimate
that the Funds have collectively already spent many millions of
dollars on external advisors to fight Ocean Capital and other
investors – and it is clear from this most recent maneuver that the
Funds’ entrenched directors are intent on allowing that figure to
grow.
Further, we remind our fellow shareholders that Popular Asset
Management resigned as manager of PRITF I, effective in mid-June.
This disclosure lacked any detail about the resignation, and the
Funds have refused to provide any follow-up information regarding
management of the fund. We urge the Funds to immediately respond to
the questions we posed in our May 16th press release, and in
follow-on correspondence.
Let it be known that if the entrenched directors continue to
refuse to honor the Court’s order, Ocean Capital will hold each and
every one of them personally responsible for the prolonged damage
they have caused and are continuing to cause to shareholders. We
will continue to fight for the will of shareholders – no matter how
much time it takes or how much it costs.”
***
VOTE “FOR” OCEAN CAPITAL’S HIGHLY QUALIFIED
DIRECTOR CANDIDATES ON THE BLUE PROXY
CARD TODAY.
IF YOU ARE A FUND ADVISOR WITH CLIENTS WHO
WISH TO EXERCISE THEIR RIGHT FOR CHANGE BY VOTING THE BLUE PROXY CARD, PLEASE CONTACT OUR PROXY
SOLICITOR, SODALI & CO, AT (203) 658-9400 OR (800) 662-5200, OR
VIA E-MAIL AT
OCEAN@INVESTOR.MORROWSODALI.COM.
VISIT WWW.IMPROVEUBSPRFUNDS.COM
TO LEARN MORE ABOUT OCEAN CAPITAL’S CAMPAIGNS FOR
VALUE-ENHANCING CHANGE AT THE FUNDS.
***
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
To the Shareholders of Fund I, Fund II (with respect to both
its 2022 Annual Meeting and its 2024 Annual Meeting), Fund III,
Fund IV (with respect to both its 2021 Annual Meeting and its 2024
Annual Meeting), Fund V and PRITF IV:
Ocean Capital and the other participants in each solicitation
(collectively, the “Participants”) have filed with the Securities
and Exchange Commission (the “SEC”) a definitive proxy statement
and accompanying form of BLUE
proxy card to be used in connection with the solicitation of
proxies from the shareholders of each listed Fund for its
respective upcoming annual meeting(s) of shareholders. All
shareholders of each respective Fund are advised to read the
definitive proxy statement, any amendments or supplements thereto
and other documents related to the applicable solicitation of
proxies by the Participants, as they contain important information,
including additional information relating to the Participants and
their direct or indirect interests, by security holdings or
otherwise. Shareholders can obtain the applicable definitive proxy
statement and accompanying BLUE
proxy card, any amendments or supplements to the definitive proxy
statement and other relevant documents filed by the Participants
with the SEC at no charge on the SEC’s website at
http://www.sec.gov.
1 The nine Funds include: Tax-Free Fixed Income Fund for Puerto
Rico Residents, Inc. (“Fund I”), Tax-Free Fixed Income Fund II for
Puerto Rico Residents, Inc. (“Fund II”), Tax-Free Fixed Income Fund
III for Puerto Rico Residents, Inc. (“Fund III”), Tax-Free Fixed
Income Fund IV for Puerto Rico Residents, Inc. (“Fund IV”),
Tax-Free Fixed Income Fund V for Puerto Rico Residents, Inc. (“Fund
V”), Puerto Rico Residents Tax-Free Fund, Inc. (“PRITF I”), Puerto
Rico Residents Tax-Free Fund IV, Inc (“PRITF IV”), Puerto Rico
Residents Tax-Free Fund VI, Inc. (“PRITF VI”) and Tax-Free Fund for
Puerto Rico Residents (“TFF I”).
2 The margin of victory for TFF I’s 2024 Annual Meeting is based
on preliminary vote tallies provided by Broadridge Financial
Solutions, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20240730606851/en/
Sodali & Co Mike Verrechia / Bill Dooley, 800-662-5200
ocean@investor.morrowsodali.com OR Longacre Square Partners
Charlotte Kiaie / Bela Kirpalani, 646-386-0091
ckiaie@longacresquare.com / bkirpalani@longacresquare.com