Form N-23C3A Ecofin Tax-Advantaged For: Sep 30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-23c-3
Notification of Repurchase Offer
Pursuant to Rule 23c-3 [17 CFR 270.23c-3]
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Investment Company Act File Number: 811-23318
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Date of Notification: September 30, 2022
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Exact name of Investment Company as specified in registration statement: Ecofin Tax-Advantaged Social Impact Fund, Inc.
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Address of principal executive office: (number, street, city, state, zip code) Ecofin Tax-Advantaged Social Impact Fund, Inc.
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6363 College Blvd
Overland Park, KS 66211
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Check one of the following:
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[X] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3.
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[ ] The notification pertains to a discretionary repurchase offer under paragraph (c) of Rule 23c-3.
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[ ] The notification pertains to a periodic repurchase offer under paragraph (b) of Rule 23c-3 and a discretionary repurchase offer under paragraph (c) of Rule 23c-3.
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By: /s/ Bradley Adams
Bradley Adams
Chief Executive Officer
NOTICE OF QUARTERLY REPURCHASE OFFER
IF YOU DO NOT WISH TO SELL SHARES AT THIS TIME, PLEASE DISREGARD THIS NOTICE.
September 30, 2022
Dear Shareholder,
Thank you for your investment in the Fund. The purpose of this Notice is to announce the quarterly repurchase offer for the Ecofin Tax-Advantaged Social Impact Fund, Inc. (the "Fund"). The
Fund will offer to repurchase shares only during each regularly scheduled quarterly repurchase offer. The purpose of these quarterly repurchase offers is to provide stockholders with access to their assets and a degree of liquidity, as no
secondary market exists for these shares. This offer is made subject to the terms and conditions made in the Repurchase Offer and the Fund's current prospectus and statementof additional information. If you have no need or desire to sell your
shares this quarter, simply disregard this notice. We will notify you again next quarter and mail new documents to be completed in connection with the next repurchase offer.
The repurchase offer period will begin on September 30, 2022, and (unless suspended or postponed) end on November 4, 2022, at the close of the New York Stock Exchange (which is normally at
4:00 p.m. Eastern Time, but it may close earlier on certain days). Any sale of shares to the Fund pursuant to this repurchase offer will generally be a taxable event. Consult your financial advisor or tax advisor for more information. If you wish
to submit your shares for repurchase, please complete and submit the attached Repurchase Request Form.
Shares accepted for repurchase will be repurchased at a price equal to the net asset value of such shares on the repurchase pricing date, on the terms and conditions described in the
attached Repurchase Offer Statement and Repurchase Request Form.
All Repurchase Requests must be submitted and received by the Fund by 4:00 p.m., Eastern Time, on November 4, 2022, to be effective. Please
allow an appropriate amount of time for your Repurchase Request to reach the Fund.
For details of the offer, please refer to the attached Repurchase Offer.
Sincerely,
Ecofin Tax-Advantaged Social Impact Fund, Inc.
NOTICE OF QUARTERLY REPURCHASE OFFER
IF YOU DO NOT WISH TO SELL SHARES AT THIS TIME, PLEASE DISREGARD THIS NOTICE.
IF YOU OWN THESE SHARES THROUGH A BROKER, CONTACT YOUR BROKER
September 30, 2022
Dear Shareholder,
Thank you for your investment in the Fund. The purpose of this Notice is to announce the quarterly repurchase offer for Ecofin Tax-Advantaged Social Impact Fund, Inc. (the "Fund"). The Fund
will offer to repurchase shares only during each regularly scheduled quarterly repurchase offer. The purpose of these quarterly repurchase offers is to provide stockholders with access to their assets and a degree of liquidity, as no secondary
market exists for these shares. This offer is made subject to the terms and conditions made in the Repurchase Offer and the Fund's current prospectus and statement of additional information. If you have no need or desire to sell your shares this
quarter, simply disregard this notice. We will notify you again next quarter and mail new documents to be completed in connection with the next repurchase offer.
The repurchase offer period will begin on September 30, 2022, and (unless suspended or postponed) end on November 4, 2022, at the close of the New York Stock Exchange (which is normally at
4:00 p.m. Eastern Time, but it may close earlier on certain days) . Any sale of shares to the Fund pursuant to this repurchase offer will generally be a taxable event. Consult your financial advisor or tax advisor for more information. If you
wish to submit your shares for repurchase and you purchased them through an investment adviser, broker or financial consultant (each, an “intermediary”), your intermediary will provide you with specific instructions.
Shares accepted for repurchase will be repurchased at a price equal to the net asset value of such shares on the repurchase pricing date, on the terms and conditions described in the
attached Repurchase Offer Statement and Repurchase Request Form.
All Repurchase Requests must be submitted and received by the Fund by 4:00 p.m., Eastern Time, on November 4, 2022, to be effective. Please
allow an appropriate amount of time for your Repurchase Request to reach the Fund.
For details of the offer, please refer to the attached Repurchase Offer.
Sincerely,
Ecofin Tax-Advantaged Social Impact Fund, Inc.
REPURCHASE OFFER
1. |
The Offer. Ecofin Tax-Advantaged Social Impact Fund, Inc. (the "Fund") is offering to repurchase, for cash, up to eighteen percent (18%) of its issued and outstanding shares of common stock (the
“shares”) at a price equal to the net asset value ("NAV") as of the close of regular business hours on the New York Stock Exchange on the Repurchase Pricing Date (defined below). The purpose of this offer is to provide a level of
liquidity to stockholders, as no secondary market exists for these shares. This offer is not conditioned on the tender of any minimum number of shares. This offer is made subject to the terms and conditions made in this Repurchase Offer
and the Fund's current prospectus and statement of additional information.
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2. |
Net Asset Value. The NAV of the Fund on September 23, 2022 was $9.45 per share. The NAV at which the Fund will repurchase shares will not be calculated until the Repurchase Pricing Date (defined
below). The NAV can fluctuate. Therefore, the NAV on the Repurchase Pricing Date may be higher or lower than the NAV stated above or the date on which you submit your repurchase request. The current NAV may be obtained by calling (866)
362‐9331 and asking for the most recent price. The shares of the Fund are not traded on any organized market or securities exchange.
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Repurchase Request Deadline. All repurchase requests must be received in proper form by 4:00 p.m., Eastern Time, on November 4, 2022, at the address
indicated on the Repurchase Request Form. Please allow an appropriate amount of time for your repurchase request to reach the Fund.
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Repurchase Pricing Date. The NAV used to calculate the repurchase price will be determined on November 4, 2022, (the “Repurchase Pricing Date”). This may be higher or lower than the NAV on the
date on which you submit your repurchase request. The price for repurchases must be determined based on the NAV no later than 14 calendar days after the Repurchase Request Deadline. However, the Fund intends to determine the NAV on the
Repurchase Request Deadline, if doing so is not likely to result in significant dilution of the prices of the shares, or as soon as such determination can be made after that date. If the Fund chooses a Repurchase Pricing Date later than
the Repurchase Request Deadline, there is a risk that the Fund’s NAV per share may fluctuate between those dates.
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Payment for Shares Repurchased. The Fund expects to make payments for all shares repurchased the day following the Repurchase Pricing Date. In any event, the Fund will pay repurchase proceeds
within seven (7) calendar days from the Repurchase Pricing Date. The Fund will not charge a repurchase fee.
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Increase in Number of Shares Repurchased; Pro Rata Purchase. If stockholders in the aggregate tender for repurchase more than eighteen percent (18%) of the outstanding shares of the Fund, the
Fund may, but is not required to, repurchase up to an additional two percent (2%). If the Fund determines not to repurchase an additional two percent (2%), or if more than twenty percent (20%) of the shares are tendered, then the Fund
will repurchase shares on a pro rata basis based upon the number of shares tendered by each stockholder. There can be no assurance that the Fund will be able to repurchase all shares that each stockholder has tendered, even if all the
shares in a stockholder’s account are tendered. In the event of an oversubscribed offer, the Fund may not be able to repurchase all shares that you tender and you may have to wait until the next quarterly repurchase offer to tender the
remaining shares and you would be subject to the risk of NAV fluctuations during that time. Subsequent repurchase requests by stockholders whose shares were purchased pro rata in an oversubscribed offer will not be given priority over
other stockholder requests. To the extent you remain invested in shares of the Fund, your investment will be subject to NAV fluctuation during the period between quarterly repurchase offers. Under certain circumstances, the Fund may, in
its discretion, accept shares tendered by shareholders who own fewer than 100 shares and tender all of their shares for repurchase in the Offer. In that case, these shares would be accepted
before prorating the shares tendered by other shareholders. Shareholders who wish to request such treatment should instruct their Authorized Intermediary or investment adviser, or, if they hold their Shares directly through the Transfer
Agent, the Transfer Agent to indicate to the Fund that they are eligible for such treatment.
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Withdrawal or Modification. Tenders of shares may be withdrawn or modified at any time prior to 4:00 p.m., Eastern Time, on November 4, 2022.
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Suspension or Postponement of Repurchase Offer. The Fund may suspend or postpone this Repurchase Offer only by a vote of a majority of the members of the Board, including a majority of the
independent Directors, and only in the following limited circumstances:
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If the repurchase of shares would cause the Fund to lose its status as a regulated investment company under Subchapter M of the Internal Revenue Code;
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For any period during which the New York Stock Exchange or any market in which the securities of the Fund are principally traded (not currently applicable for the Fund) is closed, other than customary weekend and holiday closings, or
during which such trading is restricted;
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For any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund to fairly determine its
NAV; and
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For any other periods that the Securities and Exchange Commission may by order permit for the protection of stockholders of the Fund.
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If the Repurchase Offer is suspended or postponed, the Fund will provide notice to each stockholder of the suspension or postponement. If the Fund renews the Repurchase
Offer, the Fund will send a new notification to each stockholder with details concerning the terms and conditions of the renewed Repurchase Offer.
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Tax Consequences. You should review the tax information in the Fund's current prospectus and statement of additional information and consult you r tax adviser regarding any specific
consequences, including state and local tax consequences, of participating in the repurchase. Generally, any tender of shares to the Fund would be treated as a taxable event and any gain or loss would be treated as a capital gain or loss,
either short or long term, depending on the length of time the shares have been held by the stockholder. If, however, a stockholder tenders fewer than all of its shares or fewer than all shares tendered are repurchased, such stockholder
may be treated as having received a taxable dividend upon the tender of its shares.
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Documents in Proper Form. All questions as to validity, form, eligibility (including time and receipt) and acceptance of tenders of shares will be determined by the Fund in its sole discretion.
The determination by the Fund shall be final and binding. The Fund reserves the absolute right to reject any or all tenders of shares (even if such tenders are determined to be in good and proper form) and to refuse to accept for payment,
purchase, or to pay for any shares if, in the opinion of Fund's counsel, accepting, purchasing or paying for such shares would be unlawful. The Fund also reserves the absolute right to waive any of the conditions of this offer or any
defect in any tender of shares, whether generally or with respect to any particular shares or stockholders. The Fund's interpretations of the terms and conditions of this offer shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders of shares must be corrected within such times as the Fund shall, in its absolute discretion, decide. Tenders of shares will not be deemed to have been made until any defects or irregularities have
been corrected or waived.
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None of the Fund, the Fund’s investment adviser, the Fund’s transfer agent, the Fund’s distributor, nor any other person or entity is or will be obligated to give notice
of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice.
None of the Fund, the Fund’s investment adviser, nor the Fund’s distributor is or will be obligated to ensure that your investment adviser, broker, financial consultant or
any other third party throughwhich your shares may be held or registered (each, an “intermediary”) submits to you this Repurchase Offer or submits your tender of shares to the Fund on your behalf.
None of the Fund, the Fund’s investment adviser, nor the Fund’s Board of Directors makes any recommendation to any stockholder as to whether to tender or refrain from
tendering shares. Each stockholder must make an independent decision as to whether or not to tender shares and, if so, how many shares to tender.
No person has been authorized to make any recommendation on behalf of the Fund as to whether stockholders should tender shares pursuant to this offer. No person has been
authorized to give any information or to make any representations in connection with this offer other than those contained herein or contained in the Fund's current prospectus or statement of additional information. If given or made, such
recommendation and such information and representation may not be relied upon as having been authorized by the Fund, its investment adviser or its distributor.
If you purchased shares of the Fund through an intermediary, please contact them for additional information about this offer.
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