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Tortoise Capital Completes Merger of Tortoise Power and Energy Infrastructure Fund, Inc. (NYSE: TPZ), Tortoise Pipeline & Energy Fund, Inc. (NYSE: TTP), and Tortoise Energy Independence Fund, Inc. (NYSE: NDP) and Conversion to Actively Managed ETF
Tortoise Capital Advisors, L.L.C. (Tortoise Capital), a fund manager focused on energy investing, today announced the completion of a strategic merger of three closed-end funds and conversion to an actively managed exchanged-traded fund (ETF).
Tortoise Power and Energy Infrastructure Fund, Inc. (NYSE:TPZ), Tortoise Pipeline & Energy Fund, Inc. (NYSE:TTP), and Tortoise Energy Independence Fund, Inc. (NYSE:NDP) have merged into a newly formed ETF, with TPZ emerging as the surviving strategy.
The Tortoise Power and Energy Infrastructure Fund (NYSE:TPZ) is adopting the accounting and performance history of the closed-end fund, offering continuity to existing shareholders while enhancing liquidity and accessibility. The ETF will maintain TPZ's focus on uncovering high-quality investment opportunities within the energy sector, targeting growth while striving to provide a high level of current income and efficient access to the U.S. energy landscape.
As of Dec. 20, 2024, the combined assets of the three transitioning funds totaled approximately $282.8 million. Under the terms of the conversion, shares of TTP and NDP were exchanged for shares of the ETF based on the respective net asset values (NAV) of each fund, as of Dec. 20, 2024. The exchange ratios were as follows:
TPZ: 1.00000000
TTP: 2.40891304
NDP: 2.04519311
"This merger achieved our objective of providing investors with net asset value. In addition, this conversion reflects our commitment to providing innovative solutions tailored to the needs of modern investors," said Tom Florence, CEO of Tortoise Capital. "By transitioning to an actively managed ETF, we've enhanced access and flexibility while preserving the strategy's legacy of delivering competitive income and exposure to the rapidly evolving energy sector."
The newly formed ETF represents a significant step forward for Tortoise Capital, combining the strengths of three closed-end funds into a single, streamlined investment vehicle. The ETF's strategy will continue to focus on high-quality energy investments, benefiting from the dynamic growth of the energy sector while seeking to deliver competitive income to investors.
About Tortoise Capital
With approximately $9.9 billion in assets under management as of Nov. 30, 2024, Tortoise Capital's record of investment experience and research dates back more than 20 years. As an early investor in midstream energy, Tortoise Capital believes it is well-positioned to be at the forefront of the global energy evolution that is under way. Based in Overland Park, Kansas, Tortoise Capital Advisors, L.L.C. is an SEC-registered investment adviser who manages funds that invest primarily in publicly traded companies in the energy and power infrastructure sectors-from production to transportation to distribution. For more information about Tortoise Capital, visit www.TortoiseAdvisors.com.
This press release contains certain statements that may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included herein are "forward-looking statements." Although the funds and Tortoise Capital Advisors believe that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the fund's reports that are filed with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Other than as required by law, the funds and Tortoise Capital Advisors do not assume a duty to update this forward-looking statement.
Safe Harbor Statement
This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.
IMPORTANT INFORMATION
Tortoise Capital Advisors, L.L.C. is the investment adviser to Tortoise Power and Energy Infrastructure Fund, Inc. (NYSE: TPZ), Tortoise Pipeline & Energy Fund, Inc. (NYSE: TTP), and Tortoise Energy Independence Fund, Inc. (NYSE: NDP).
The fund's investment objective, risks, charges and expenses must be considered carefully before investing. The summary and statutory prospectus contains this and other important information about the fund and may be obtained by calling (855) 994-4437 or visiting www.tortoiseadvisors.com. Read it carefully before investing.
Shares of exchange-traded funds (ETFs) are not individually redeemable and owners of the shares may acquire those shares from the ETF and tender those shares for redemption to the ETF in Creation Units only, see the ETF prospectus for additional information regarding Creation Units. Investors may purchase or sell ETF shares throughout the day through any brokerage account, which will result in typical brokerage commissions.
Investing involves risk. Principal loss is possible. The fund is registered as a non-diversified, open-end management investment company under the 1940 Act. Accordingly, there are no regulatory limits under the 1940 Act on the number or size of securities that we hold, and we may invest more assets in fewer issuers compared to a diversified fund. An investment in MLP securities involves some risks that differ from the risks involved in an investment in the common stock of a corporation, including risks relating to the ownership structure of MLPs, the risk that MLPs might lose their partnership status for tax purposes and the risk that MLPs will not make distributions to holders (including us) at anticipated levels or with the expected tax character.
The Fund's strategy of concentrating its assets in the power and energy infrastructure industries means that the performance of the Fund will be closely tied to the performance of these particular market sectors.
We may invest a portion of our assets in fixed income securities rated "investment grade" by nationally recognized statistical rating organizations ("NRSROs") or judged by our investment adviser, Tortoise Capital Advisors, L.L.C. (the "Adviser"), to be of comparable credit quality. Non-investment grade securities are rated Ba1 or lower by Moody's, BB+ or lower by S&P or BB or lower by Fitch or, if unrated, are determined by our Adviser to be of comparable credit quality. Investments in the securities of non-U.S. issuers may involve risks not ordinarily associated with investments in securities and instruments of U.S. issuers, including different accounting, auditing and financial standards, less government supervision and regulation, additional tax withholding and taxes, difficulty enforcing rights in foreign countries, less publicly available information, difficulty effecting transactions, higher expenses, and exchange rate risk.
Restricted securities (including Rule 144A securities) are less liquid than freely tradable securities because of statutory and contractual restrictions on resale. This lack of liquidity creates special risks for us. Rule 144A provides an exemption from the registration requirements of the Securities Act of 1933 (the "1933 Act"), for the resale of certain restricted securities to qualified institutional buyers, such as the Fund. We cannot guarantee that our covered call option strategy will be effective. There are several risks associated with transactions in options on securities. For example, the significant differences between the securities and options markets could result in an imperfect correlation between these markets. Certain securities may trade less frequently than those of larger companies that have larger market capitalizations. Nothing in this article should be considered a solicitation to buy or an offer to sell any shares of the portfolio in any jurisdiction where the offer or solicitation would be unlawful under the securities laws of such jurisdiction. Nothing contained in this communication constitutes tax, legal or investment advice. Investors must consult their tax advisor or legal counsel for advice and information concerning their particular situation.
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