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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 10, 2024
______________________________
First Trust Specialty Finance and Financial Opportunities
Fund
(Exact name of registrant as specified in its charter)
Massachusetts |
811-22039 |
06-1810845 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
|
Identification No.) |
120 East Liberty Drive, Suite 400
Wheaton, Illinois
(Address of principal executive offices) |
60187
(zip code) |
Registrant’s telephone number, including area
code: (603) 765-8000
_______________________________________________________
(Former Name or Former Address, if Changed Since Last
Report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of class |
Trading Symbol |
Name of Exchange on which registered |
Common stock, $0.01 par value per share |
FGB |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
First Trust Specialty Finance and Financial
Opportunities Fund (“FGB”) is filing herewith a press release issued on September 10, 2024, as Exhibit 99.1. The press release
was issued by First Trust Advisors L.P. (“FTA”) approving the reorganization (the “Reorganization”) of FGB into
FT Confluence BDC & Specialty Finance Income ETF, a newly created exchange-traded fund (“ETF”) that will be traded on
the NYSE and will be an actively managed ETF managed by FTA and sub-advised by Confluence Investment Management LLC (“Confluence”
or the “Sub-Advisor”), FGB’s current sub-advisor.
| Item 9.01 | Financial
Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 10, 2024 |
|
FIRST TRUST SPECIALTY FINANCE AND FINANCIAL OPPORTUNITIES
FUND |
|
|
|
|
By: |
/s/ W. Scott Jardine |
|
Name |
W. Scott Jardine |
|
Title: |
Secretary |
EXHIBIT INDEX
PRESS RELEASE | | SOURCE: First Trust Advisors L.P. |
Board
of First Trust Specialty Finance and Financial Opportunities Fund Approves Conversion into an ETF and sets date of Annual Shareholder
Meeting
WHEATON,
IL – (BUSINESS WIRE) – September 10, 2024 – First Trust Advisors L.P. (“FTA”) announced today
that the Board of Trustees of First Trust Specialty Finance and Financial Opportunities Fund (NYSE: FGB), a closed-end fund managed by
FTA, approved the reorganization (the “Reorganization”) of FGB into FT Confluence BDC & Specialty Finance Income ETF,
a newly created exchange-traded fund (“ETF”) that will be traded on the NYSE and will be an actively managed ETF managed by
FTA and sub-advised by Confluence Investment Management LLC (“Confluence” or the “Sub-Advisor”), FGB’s current
sub-advisor.
Under the terms of the
Reorganization, which is expected to be tax-free, the assets of FGB would be transferred to, and the liabilities of FGB would be assumed
by, the new ETF, and shareholders of FGB would receive shares of the new ETF with a value equal to the aggregate net asset value of the
FGB shares held by them. It is currently expected that the Reorganization will be consummated during 2025, subject to requisite approval
by the shareholders of FGB and satisfaction of applicable regulatory requirements and approvals and customary closing conditions. There
is no assurance when or whether such approvals, or any other approvals required for the Reorganization, will be obtained. More information
on the Reorganization will be contained in registration statement and/or proxy materials that will be filed with the SEC in the coming
weeks.
The Board of Trustees of
FGB also set the date for the 2024 annual meeting of shareholders of FGB. The annual meeting of shareholders of FGB (the “Meeting”)
will be held at the offices of First Trust Advisors L.P., 120 East Liberty Drive, Suite 400, Wheaton, Illinois 60187, on November 12,
2024. More information on the Meeting will be contained in proxy materials that will be sent to shareholders of FGB in the coming weeks.
A separate special meeting of shareholders will be scheduled for a future date to consider the Reorganization.
FGB is a diversified, closed-end
management investment company that seeks to provide a high level of current income with a secondary focus on total return. Under normal
market conditions, FGB pursues its investment objectives by investing at least 80% of its Managed Assets in a portfolio of securities
of specialty finance and other financial companies that Confluence believes offer attractive opportunities for income and capital appreciation.
“Managed Assets” means the total asset value of FGB minus the sum of FGB’s liabilities other than the principal amount
of borrowings, if any.
FTA is a federally registered
investment advisor and serves as the investment advisor of FGB. FTA and its affiliate First Trust Portfolios L.P. (“FTP”),
a FINRA registered broker-dealer, are privately-held companies that provide a variety of investment services. FTA has collective assets
under management or supervision of approximately $241 billion as of August 31, 2024 through unit investment trusts, exchange-traded funds,
closed-end funds, mutual funds and separately managed accounts. FTA is the supervisor of the First Trust unit investment trusts, while
FTP is the sponsor. FTP is also a distributor of mutual fund shares and exchange-traded fund creation units. FTA and FTP are based in
Wheaton, Illinois.
Confluence serves as FGB’s
investment sub-advisor. The Confluence team has more than 500 years of combined financial experience and 300 years of portfolio management/research
experience, maintaining a proven track record that dates back to 1994. As of July 31, 2024, Confluence had more than $12.6 billion in
assets under management and advisement.
Additional
Information about the Proposed Reorganization and Where to Find It
This press release is not
intended to, and shall not, constitute an offer to purchase or sell shares of FGB or the new ETF; nor is this press release intended to
solicit a proxy from any shareholder of FGB. The solicitation of the purchase or sale of securities or of proxies to effect the Reorganization
may only be made by a final, effective Registration Statement that includes a definitive Proxy Statement/Prospectus.
This press release references
a Registration Statement, which includes a Proxy Statement/Prospectus, to be filed by FGB and the new ETF. This Registration Statement
has yet to be filed with the SEC. After the Registration Statement is filed with the SEC, it may be amended or withdrawn and the Proxy
Statement/Prospectus will not be distributed to shareholders of FGB unless and until the Registration Statement is declared effective
by the SEC.
FGB, the new ETF, FTA,
FTP and their respective trustees, officers and employees, and other persons may be deemed to be participants in the solicitation of proxies
with respect to the proposed Reorganization. Investors and shareholders may obtain more detailed information regarding the direct and
indirect interests of FGB’s, the new ETF’s, FTA’s and FTP’s respective directors, trustees, officers and employees
by reading the Proxy Statement/Prospectus regarding the proposed Reorganization when it is filed with the SEC.
Investors and security
holders of FGB are urged to read the Proxy Statement/Prospectus and other documents filed with the SEC carefully in their entirety when
they become available because they will contain important information about the proposed Reorganization. Investors should consider the
investment objectives, risks, charges and expenses of FGB and the new ETF carefully. The Proxy Statement/Prospectus will contain information
with respect to the investment objectives, risks, charges and expenses, and other important information about FGB and the new ETF. The
Proxy Statement/Prospectus will constitute neither an offer to sell securities, nor will it constitute a solicitation of an offer to buy
securities, in any state where such offer or sale is not permitted.
Investors may obtain free
copies of the Registration Statement and Proxy Statement/Prospectus and other documents (when they become available) filed with the SEC
at the SEC’s web site at www.sec.gov. In addition, free copies of the Proxy Statement/Prospectus and other documents filed with
the SEC may also be obtained after the Registration Statement becomes effective by calling FTA toll-free at (800) 621-1675.
The information presented
is not intended to constitute an investment recommendation for, or advice to, any specific person. By providing this information, First
Trust is not undertaking to give advice in any fiduciary capacity within the meaning of ERISA and the Internal Revenue Code. First Trust
has no knowledge of and has not been provided any information regarding any investor. Financial advisors must determine whether particular
investments are appropriate for their clients. First Trust believes the financial advisor is a fiduciary, is capable of evaluating investment
risks independently and is responsible for exercising independent judgment with respect to its retirement plan clients.
Forward
Looking Statements
Certain statements made
in this press release that are not historical facts are referred to as “forward-looking statements” under the U.S. federal
securities laws. Actual future results or occurrences may differ significantly from those anticipated in any forward-looking statements
due to numerous factors. Generally, the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which
generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual
results to differ from those anticipated in any forward-looking statements. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. FTA, FGB and the new ETF undertake no responsibility to update publicly or revise any forward-looking
statements.
___________________________________
CONTACT: Jeff Margolin – (630) 517-7643
___________________________________
CONTACT: Daniel Lindquist – (630) 765-8692
___________________________________
CONTACT: Chris Fallow – (630) 517-7628
___________________________________
SOURCE: First Trust Advisors L.P.
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