Current Report Filing (8-k)
June 13 2023 - 4:37PM
Edgar (US Regulatory)
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2023-06-12
2023-06-12
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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): June 13, 2023 (June
12, 2023)
_________________________
Credit Suisse High Yield Bond Fund
(Exact name of registrant as specified in its
charter)
_________________________
Delaware
(State or other jurisdiction of
incorporation) |
811-08777
(Commission File No.) |
13-4009166
(I.R.S. Employer Identification
No.) |
Eleven Madison Avenue
New York, New York 10010
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (212) 325-2000
Not Applicable
(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 each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Common Shares of Beneficial Interest, $0.001 par value per share |
|
DHY |
|
NYSE American |
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. ¨
On June 12, 2023 (the “Closing Date”),
Credit Suisse Group AG (“CS Group”) merged with and into UBS Group AG, a global financial services company (“UBS Group”),
with UBS Group remaining as the surviving company (the “Transaction”), pursuant to a definitive merger agreement signed on
March 19, 2023. CS Group was the ultimate parent company of Credit Suisse Asset Management, LLC (“Credit Suisse”), Credit
Suisse High Yield Bond Fund’s (the “Fund”) investment manager. As a result of the Transaction, Credit Suisse is now
an indirect wholly-owned subsidiary of UBS Group.
The Fund’s investment advisory agreement
with Credit Suisse may be deemed to have terminated under applicable law in connection with the closing of the Transaction. The Fund’s
Board of Trustees (the “Board”) approved an interim investment advisory agreement for the Fund, which took effect on the Closing
Date and permits Credit Suisse to continue to provide investment advisory services to the Fund (for a maximum period of up to 150 days
following the Closing Date) until the Fund obtains shareholder approval of a new investment advisory agreement.
In addition, on June 7, 2023, Credit Suisse
and certain of its affiliates filed an application (the “Application”) for a waiver from disqualification under Section 9(a) of
the Investment Company Act of 1940 (the “1940 Act”) from serving as investment adviser to registered investment companies,
including the Fund, in connection with a consent order and final judgment (the “Consent Judgment”) filed in New Jersey Superior
Court on October 24, 2022. The Consent Judgment was entered against certain of Credit Suisse’s affiliates, but did not involve
the Fund or the services that Credit Suisse and its affiliates provided to the Fund. Because Credit Suisse is an affiliate of the entities
subject to the Consent Judgment, it could also be subject to disqualification under Section 9(a), despite not being involved in the
conduct underlying the Consent Judgment. Upon learning of the terms of the Consent Judgment and the potential consequences thereof under
Section 9(a), Credit Suisse promptly contacted the Board and the Staff of the Securities and Exchange Commission (the “SEC”),
including with respect to Credit Suisse’s view (as supported by outside counsel to the Funds) that the Consent Judgment was not
disqualifying. Since the Consent Judgment was entered, Credit Suisse has continued to provide investment advisory services to the Fund
(the “Services”).
As requested in the Application, the SEC granted
a temporary waiver from Section 9(a) to Credit Suisse and its affiliates, as well as to UBS Group and its affiliates (“UBS”),
on June 7, 2023. The temporary waiver became effective on the Closing Date. Credit Suisse and certain of its affiliates also applied
for (i) a time-limited exemption from Section 9(a) (the “Time-Limited Exemption”), which, if granted, would
enable Credit Suisse to provide the Services to the Fund until the 12-month anniversary of the Closing Date (by which point it is currently
anticipated that the Services will be transferred to one or more UBS asset management affiliates), and (ii) a permanent exemption
from Section 9(a) for UBS (together with the Time-Limited Exemption, the “Exemptions”). The SEC has not yet taken
final action on the application for the Exemptions.
No immediate changes to the Fund’s investment
strategies or portfolio managers in connection with the Transaction or the Time-Limited Exemption are anticipated at this time. It is
currently expected that the Services will be transferred from Credit Suisse to UBS within one year of the Closing Date, subject to any
approvals deemed necessary. However, such changes have not yet been finalized. Until such time that the Services are transferred, Credit
Suisse expects to continue to provide the Services to the Fund. If the Services are not transferred to UBS (or another third party) prior
to termination of the Time-Limited Exemption, it is expected that Credit Suisse will be disqualified from providing the Services to the
Fund.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 13, 2023 |
Credit Suisse High Yield Bond Fund |
|
|
|
/s/ Omar Tariq |
|
Name: Omar Tariq |
|
Title: Chief Financial Officer and Treasurer |
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