☑ |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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☑ |
PRE-EFFECTIVE AMENDMENT NO. 1
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☐ |
POST-EFFECTIVE AMENDMENT NO.
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☑ |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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☑ |
AMENDMENT NO. 82
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☐ |
Check box if any of the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in
connection with a dividend reinvestment plan.
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☑ |
When declared effective pursuant to Section 8(c)
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Title of Securities
Being Registered
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Amount Being
Registered (1)
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Proposed Maximum
Offering Price
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Proposed Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee (3)(4)
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||||||
Common stock, $0.001 par value per share; preferred stock, $0.001 par value per share; debt securities
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$
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375,000,000
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$
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45,450.00
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(1) |
There are being registered hereunder a presently indeterminate number of shares of common stock, shares of preferred stock and debt securities to be offered on an immediate, continuous or delayed basis.
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(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. In no event will the aggregate initial offering price of all securities offered
from time to time pursuant to the prospectus included as a part of this Registration Statement exceed $375,000,000.
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(3) |
In accordance with Rule 415(a)(6) under the Securities Act of 1933, the securities registered pursuant to this registration statement include $295,592,810.22 of unsold securities that previously were
registered pursuant to the registration statement on Form N-2 (File No. 333-209946), initially effective on May 5, 2016. Pursuant to Rule 415(a)(6), the registration fees in the amount of $28,135.35 previously paid with respect to such
unsold securities will continue to be applied to such unsold securities. The filing fee attributable to the additional $9,624.15 of securities is being paid herewith. Pursuant to Rule 415(a)(6), the offering of the unsold securities
registered under the prior registration statement will be deemed terminated as of the effective date of this Registration Statement.
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(4) |
Previously paid.
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Page
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ii
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1
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12
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14
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17 | |
26
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27
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27
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29
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39
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44
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57
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60 | |
61 | |
67 | |
68 | |
70 | |
76
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78 | |
79 | |
80 | |
82 | |
82 | |
82 | |
85 |
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• |
We may invest up to 30% of our total assets in restricted securities, primarily through direct placements. Subject to this policy, we may invest without limitation in illiquid securities. The types of restricted securities that
we may purchase include securities of private energy infrastructure companies and privately issued securities of publicly traded energy infrastructure companies. Restricted securities, whether issued by public companies or private
companies, are generally considered illiquid. The aggregate of all our investments in private companies that do not have any publicly traded shares or units are limited to 5% of our total assets.
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|
• |
We may invest up to 25% of our total assets in debt securities of energy infrastructure companies, including securities rated below investment grade (commonly referred to as “junk bonds”). Below investment grade debt securities
will be rated at least B3 by Moody’s Investors Service, Inc. (“Moody’s”) and at least B- by Standard & Poor’s Ratings Group (“S&P”) at the time of purchase, or comparably rated by another statistical rating organization or
if unrated, determined to be of comparable quality by the Adviser. We currently have no specific maturity policy with respect to debt securities.
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• |
We will not invest more than 10% of total assets in any single issuer.
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• |
We will not engage in short sales.
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• |
We may write covered call options, up to 10% of our total assets.
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Sales Load (as a percentage of offering price)
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___
(1)
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|||
Offering Expenses Borne by the Company (as a percentage of offering price)
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___
(1)
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|||
Dividend Reinvestment and Cash Purchase Plan Fees (in dollars)
(2)
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$
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15
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Annual Expenses
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Percentage of Net Assets
Attributable to Common
Stockholders
|
|||
Management Fee
(3)
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1.58
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%
|
||
Interest Payments on Borrowed Funds (includes issuance costs and interest rate swaps)
(4)
|
1.43
|
%
|
||
Distribution Payments on Preferred Stock (includes issuance costs)
(5)
|
0.57
|
%
|
||
Other Expenses
(6)
|
0.14
|
%
|
||
Current Income Tax Expense
(7)
|
0.00
|
%
|
||
Deferred Income Tax Expense
(7)
|
0.00
|
%
|
||
Total Annual Expenses
(8)
|
3.72
|
%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|||||||||||||
Total Expenses Paid by Common Stockholders
(9)(10)
|
$
|
37
|
$
|
113
|
$
|
191
|
$
|
395
|
(1) |
If the securities to which this prospectus relates are sold to or through underwriters, the prospectus supplement will set forth any applicable sales load, the estimated offering expenses borne by us and a revised expense
example.
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(2) |
Stockholders will pay a transaction fee of $15 plus brokerage charges if they direct the Plan Agent to sell common stock held in a Plan account. See “Automatic Dividend Reinvestment and Cash Purchase Plan.”
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(3) |
“Management Fee” is based on Managed Assets as of November 30, 2018 and reflects an annual rate of 0.95% of our average monthly Managed Assets up to $2,500,000,000, 0.90% of our average monthly Managed Assets between
$2,500,000,000 and $3,500,000,000, and 0.85% of our average monthly Managed Assets above $3,500,000,000. There is no investment advisory agreement with, or management fees charged to, any Subsidiary.
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(4) |
Reflects the weighted average cost of interest payable on the Tortoise Notes, unsecured credit facilities and interest rate swap contracts at borrowing rates as of November 30, 2018, including amortization of issuance costs,
expressed as a percentage of net assets as of November 30, 2018.
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(5) |
Reflects the weighted average cost of distributions payable on Tortoise Preferred Shares as of November 30, 2018, including amortization of issuance costs, expressed as a percentage of net assets as of November 30, 2018.
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(6) |
“Other Expenses” are estimated based on amounts incurred for the fiscal year ended November 30, 2018 for overhead expenses, including payments to our transfer agent, administrator, custodian, fund account and legal and accounting
expenses. “Other Expenses” also includes estimated expenses of our Subsidiaries, which are not expected to exceed 0.01% of our total expenses in any year. The holders of our common shares indirectly bear the costs associated with
such other expenses as well as all other costs not specifically assumed by our Adviser and incurred in connection with our operations.
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(7) |
For the year ended November 30, 2018, we accrued $533,600 for current income tax benefit and $152,516,725 for net deferred income tax benefit. Current income tax expense relates to net realized gains recognized during the period
in excess of capital loss carryforwards and net operating loss carryforwards. Deferred income tax expense represents an estimate of our potential tax liability if we were to recognize the unrealized appreciation of our portfolio
assets accumulated during our fiscal year ended November 30, 2018, based on the market value and tax basis of our assets as of November 30, 2018. Future actual income tax expense (if any) will be incurred over many years depending
on if and when investment gains are realized, the then-current tax basis of assets, the level of net loss carryforwards and other factors.
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(8) |
The table presents certain of our annual expenses stated as a percentage of our net assets attributable to our common shares. This results in a higher percentage than the percentage
attributable to our annual expenses stated as a percentage of our Managed Assets. See “Leverage-Annual Expenses” on page 39.
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(9) |
Includes current and deferred income tax expense, if any. See footnote 7 above for more details.
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(10) |
The example does not include sales load or estimated offering costs. If the securities to which this prospectus relates are sold to or through underwriters, the prospectus supplement will set forth any applicable sales load, the
estimated offering expenses borne by us and a revised expense example reflecting such sales load and offering expenses.
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Year
Ended
November
30, 2018
|
Year
Ended
November
30, 2017
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Year
Ended
November
30, 2016
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Year
Ended
November
30, 2015
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Year
Ended
November
30, 2014
|
||||||||||||||||
Per Common Share Data
(1)
|
||||||||||||||||||||
Net Asset Value, beginning of year
|
$
|
23.93
|
$
|
28.83
|
$
|
29.28
|
$
|
49.34
|
$
|
43.36
|
||||||||||
Income (Loss) from Investment Operations
|
||||||||||||||||||||
Net investment loss
(2)
|
(0.49
|
)
|
(0.65
|
)
|
(0.78
|
)
|
(0.62
|
)
|
(0.66
|
)
|
||||||||||
Net realized and unrealized gain (loss) on investments and interest rate swap contracts
(2)
|
(2.59
|
)
|
(1.64
|
)
|
2.94
|
(16.85
|
)
|
9.01
|
||||||||||||
Total income (loss) from investment operations
|
2.10
|
(2.29
|
)
|
2.16
|
(17.47
|
)
|
8.35
|
|||||||||||||
Distributions to Common Stockholders Return of capital
|
(2.62
|
)
|
(2.62
|
)
|
(2.62
|
)
|
(2.59
|
)
|
(2.38
|
)
|
||||||||||
Capital Stock Transactions
|
||||||||||||||||||||
Premiums less underwriting discounts and offering costs on issuance of common stock
(3)
|
0.09
|
0.01
|
0.01
|
(0.00
|
)
|
0.01
|
||||||||||||||
Net Asset Value, end of year
|
$
|
23.50
|
$
|
23.93
|
$
|
28.83
|
$
|
29.28
|
$
|
49.34
|
||||||||||
Per common share market value, end of year
|
$
|
22.59
|
$
|
25.86
|
$
|
30.63
|
$
|
26.57
|
$
|
46.10
|
||||||||||
Total investment return based on market value
(4)
|
(3.42
|
)%
|
(7.49
|
)%
|
26.21
|
%
|
(37.86
|
)%
|
(2.54
|
)%
|
||||||||||
Supplemental Data and Ratios
|
||||||||||||||||||||
Net assets applicable to common stockholders, end of year (000’s)
|
$
|
1,260,300
|
$
|
1,181,528
|
$
|
1,412,274
|
$
|
1,405,733
|
$
|
2,369,068
|
||||||||||
Average Net Assets (000’s)
|
$
|
1,388,683
|
$
|
1,406,724
|
$
|
1,345,764
|
$
|
1,974,038
|
$
|
1,837,590
|
||||||||||
Ratio of Expenses to Average Net Assets
|
||||||||||||||||||||
Advisory fees
|
1.58
|
%
|
1.74
|
%
|
1.74
|
%
|
1.76
|
%
|
1.65
|
%
|
||||||||||
Other operating expenses
|
0.13
|
0.12
|
0.12
|
0.10
|
0.13
|
|||||||||||||||
Total operating expenses, before fee waiver
|
1.71
|
1.86
|
1.86
|
1.86
|
1.78
|
|||||||||||||||
Fee Waiver
(5)
|
(0.04
|
)
|
(0.00
|
)
|
(0.01
|
)
|
-
|
(0.00
|
)
|
|||||||||||
Total Operating Expenses
|
1.67
|
1.86
|
1.85
|
1.86
|
1.78
|
|||||||||||||||
Leverage expenses
(6)
|
1.87
|
1.78
|
2.29
|
1.75
|
1.38
|
|||||||||||||||
Income tax expense (benefit)
(7)
|
(11.02
|
)
|
(5.28
|
)
|
4.64
|
(24.50
|
)
|
7.81
|
||||||||||||
Total expenses
|
(7.48
|
)%
|
(1.64
|
)%
|
8.78
|
%
|
(20.89
|
)%
|
10.97
|
%
|
||||||||||
Ratio of net investment loss to average net assets before fee waiver
(6)
|
(1.89
|
)%
|
(2.27
|
)%
|
(2.83
|
)%
|
(1.50
|
)%
|
(1.33
|
)%
|
||||||||||
Ratio of net investment loss to average net assets after fee waiver
(6)
|
(1.85
|
)%
|
(2.27
|
)%
|
(2.82
|
)%
|
(1.50
|
)%
|
(1.33
|
)%
|
||||||||||
Portfolio turnover rate
|
17.96
|
%
|
20.38
|
%
|
24.23
|
%
|
12.94
|
%
|
15.33
|
%
|
||||||||||
Credit facility borrowings, end of year (000’s)
|
$
|
107,100
|
$
|
112,700
|
$
|
109,300
|
$
|
66,000
|
$
|
162,800
|
||||||||||
Senior notes, end of year (000’s)
|
$
|
380,000
|
$
|
412,500
|
$
|
442,500
|
$
|
545,000
|
$
|
544,400
|
||||||||||
Preferred stock, end of year (000’s)
|
$
|
165,000
|
$
|
165,000
|
$
|
165,000
|
$
|
295,000
|
$
|
224,000
|
||||||||||
Per common share amount of senior notes outstanding, end of year
|
$
|
7.08
|
$
|
8.35
|
$
|
9.03
|
$
|
11.35
|
$
|
11.34
|
||||||||||
Per common share amount of net assets, excluding senior notes, end of year
|
$
|
30.58
|
$
|
32.28
|
$
|
37.86
|
$
|
40.63
|
$
|
60.68
|
||||||||||
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings
(8)
|
$
|
3,926
|
$
|
3,564
|
$
|
3,858
|
$
|
3,784
|
$
|
4,667
|
||||||||||
Asset coverage ratio of senior notes and credit facility borrowings
(8)
|
393
|
%
|
356
|
%
|
386
|
%
|
378
|
%
|
467
|
%
|
||||||||||
Asset coverage, per $25,000 liquidation value per share of auction preferred stock
(9)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Asset coverage, per $10 liquidation value per share of mandatory redeemable preferred stock
(9)
|
$
|
29
|
$
|
27
|
$
|
30
|
$
|
26
|
$
|
35
|
||||||||||
Asset coverage ratio of preferred stock
(9)
|
293
|
%
|
271
|
%
|
297
|
%
|
255
|
%
|
354
|
%
|
Year
Ended
November
30, 2013
|
Year
Ended
November
30, 2012
|
Year
Ended
November
30, 2011
|
Year
Ended
November
30, 2010
|
Year
Ended
November
30, 2009
|
||||||||||||||||
Per Common Share Data
(1)
|
||||||||||||||||||||
Net Asset Value, beginning of year
|
$
|
36.06
|
$
|
33.37
|
$
|
32.91
|
$
|
25.53
|
$
|
17.36
|
||||||||||
Income (Loss) from Investment Operations
|
||||||||||||||||||||
Net investment loss
(2)
|
(0.73
|
)
|
(0.64
|
)
|
(0.77
|
)
|
(0.66
|
)
|
(0.16
|
)
|
||||||||||
Net realized and unrealized gain (loss) on investments and interest rate swap contracts
(2)
|
10.27
|
5.51
|
3.35
|
10.10
|
10.65
|
|||||||||||||||
Total income (loss) from investment operations
|
9.54
|
4.87
|
2.58
|
9.44
|
10.49
|
|||||||||||||||
Distributions to Auction Preferred Stockholders Return of capital
|
-
|
-
|
-
|
(0.01
|
)
|
(0.19
|
)
|
|||||||||||||
Distributions to Common Stockholders Return of capital
|
(2.29
|
)
|
(2.25
|
)
|
(2.20
|
)
|
(2.16
|
)
|
(2.16
|
)
|
||||||||||
Capital Stock Transactions
|
||||||||||||||||||||
Premiums less underwriting discounts and offering costs on issuance of common stock
(3)
|
0.05
|
0.07
|
0.08
|
0.11
|
0.03
|
|||||||||||||||
Net Asset Value, end of year
|
$
|
43.36
|
$
|
36.06
|
$
|
33.37
|
$
|
32.91
|
$
|
25.53
|
||||||||||
Per common share market value, end of year
|
$
|
49.76
|
$
|
39.17
|
$
|
39.35
|
$
|
36.25
|
$
|
29.50
|
||||||||||
Total investment return based on market value
(4)
|
33.77
|
%
|
5.62
|
%
|
15.25
|
%
|
31.58
|
%
|
88.85
|
%
|
||||||||||
Supplemental Data and Ratios
|
||||||||||||||||||||
Net assets applicable to common stockholders, end of year (000’s)
|
$
|
1,245,761
|
$
|
1,020,421
|
$
|
925,419
|
$
|
890,879
|
$
|
613,601
|
||||||||||
Average Net Assets (000’s)
|
$
|
1,167,339
|
$
|
989,745
|
$
|
912,567
|
$
|
782,541
|
$
|
500,661
|
||||||||||
Ratio of Expenses to Average Net Assets
|
||||||||||||||||||||
Advisory fees
|
1.61
|
%
|
1.60
|
%
|
1.57
|
%
|
1.53
|
%
|
1.54
|
%
|
||||||||||
Other operating expenses
|
0.12
|
0.13
|
0.16
|
0.21
|
0.26
|
|||||||||||||||
Total operating expenses, before fee waiver
|
1.73
|
1.73
|
1.73
|
1.74
|
1.80
|
|||||||||||||||
Fee Waiver
(5)
|
(0.00
|
)
|
(0.01
|
)
|
(0.01
|
)
|
-
|
(0.03
|
)
|
|||||||||||
Total Operating Expenses
|
1.73
|
1.72
|
1.72
|
1.74
|
1.77
|
|||||||||||||||
Leverage expenses
(6)
|
1.59
|
1.67
|
1.75
|
2.11
|
2.54
|
|||||||||||||||
Income tax expense (benefit)
(7)
|
14.05
|
8.37
|
4.63
|
17.89
|
29.98
|
|||||||||||||||
Total expenses
|
17.37
|
%
|
11.76
|
%
|
8.10
|
%
|
21.74
|
%
|
34.29
|
%
|
||||||||||
Ratio of net investment loss to average net assets before fee waiver
(6)
|
(1.78
|
)%
|
(1.82
|
)%
|
(2.32
|
)%
|
(2.23
|
)%
|
(0.97
|
)%
|
||||||||||
Ratio of net investment loss to average net assets after fee waiver
(6)
|
(1.78
|
)%
|
(1.81
|
)%
|
(2.31
|
)%
|
(2.23
|
)%
|
(0.94
|
)%
|
||||||||||
Portfolio turnover rate
|
13.40
|
%
|
12.86
|
%
|
17.70
|
%
|
10.26
|
%
|
17.69
|
%
|
||||||||||
Credit facility borrowings, end of year (000’s)
|
$
|
27,600
|
$
|
63,400
|
$
|
47,900
|
$
|
38,200
|
$
|
10,400
|
||||||||||
Senior notes, end of year (000’s)
|
$
|
300,000
|
$
|
194,975
|
$
|
194,975
|
$
|
169,975
|
$
|
170,000
|
||||||||||
Preferred stock, end of year (000’s)
|
$
|
80,000
|
$
|
73,000
|
$
|
73,000
|
$
|
73,000
|
$
|
70,000
|
||||||||||
Per common share amount of senior notes outstanding, end of year
|
$
|
10.44
|
$
|
6.89
|
$
|
7.03
|
$
|
6.28
|
$
|
7.07
|
||||||||||
Per common share amount of net assets, excluding senior notes, end of year
|
$
|
53.80
|
$
|
42.95
|
$
|
40.40
|
$
|
39.19
|
$
|
32.60
|
||||||||||
Asset coverage, per $1,000 of principal amount of senior notes and credit facility borrowings
(8)
|
$
|
5,047
|
$
|
5,232
|
$
|
5,111
|
$
|
5,630
|
$
|
4,789
|
||||||||||
Asset coverage ratio of senior notes and credit facility borrowings
(8)
|
505
|
%
|
523
|
%
|
511
|
%
|
563
|
%
|
479
|
%
|
||||||||||
Asset coverage, per $25,000 liquidation value per share of auction preferred stock
(9)
|
-
|
-
|
-
|
-
|
$
|
86,262
|
||||||||||||||
Asset coverage, per $10 liquidation value per share of mandatory redeemable preferred stock
(9)
|
$
|
41
|
$
|
41
|
$
|
39
|
$
|
42
|
-
|
|||||||||||
Asset coverage ratio of preferred stock
(9)
|
406
|
%
|
408
|
%
|
393
|
%
|
417
|
%
|
345
|
%
|
(1) |
Information presented relates to a share of common stock outstanding for the entire year.
|
(2) |
The per common share data for the years ended November 30, 2017, 2016, 2015, 2014, 2013, 2012, 2011, 2010 and 2009 do not reflect the change in estimate of investment income and return of capital, for the respective year.
|
(3) |
Represents the premium on the shelf offerings of $0.10 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2018. Represents the premium on the shelf offerings of $0.01 per
share, less the underwriting and offering costs of less than $0.01 per share for the year ended November 30, 2017. Represents the premium on the shelf offerings of $0.02 per share, less the underwriting and offering costs of $0.01
per share for the year ended November 30, 2016. Represents underwriting and offering costs of less than $0.01 per share for the year ended November 30, 2015. Represents the premium on the shelf offerings of $0.02 per share, less
the underwriting and offering costs of $0.01 per share for the year ended November 30, 2014. Represents the premium on the shelf offerings of $0.06 per share, less the underwriting and offering costs of $0.01 per share for the year
ended November 30, 2013. Represents the premium on the shelf offerings of $0.08 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2012. Represents the premium on the shelf
offerings of $0.09 per share, less the underwriting and offering costs of $0.01 per share for the year ended November 30, 2011. Represents the premium on the shelf offerings of $0.25 per share, less the underwriting and offering
costs of $0.14 per share for the year ended November 30, 2010. Represents the premium on the shelf offerings of $0.05 per share, less the underwriting and offering costs of $0.02 per share for the year ended November 30, 2009.
|
(4) |
Total investment return is calculated assuming a purchase of common stock at the beginning of the year and a sale at the closing price on the last day of the year reported (excluding brokerage commissions). The calculation also
assumes reinvestment of distributions at actual prices pursuant to the Company’s dividend reinvestment plan.
|
(5) |
Less than 0.01% for the years ended November 30, 2017, 2014 and 2013.
|
(6) |
The expense ratios and net investment income (loss) ratios do not reflect the effect of distributions to auction preferred stockholders.
|
(7) |
For the year ended November 30, 2018, the Company accrued $152,516,725 for net deferred income tax benefit. Included in the current period accrual is a deferred tax benefit of $125,271,378 which is the impact from the federal
tax rate reduction related to the Tax Cuts and Jobs Act. For the year ended November 30, 2017, the Company accrued $35,365,364 for current income tax expense and $109,662,030 for net deferred income tax benefit. For the year ended
November 30, 2016, the Company accrued $57,075,786 for current income expense and $5,303,392 for net deferred income tax expense. For the year ended November 30, 2015, the Company accrued $66,785,732 for net current income tax
expense and $550,449,662 for net deferred income tax benefit. For the year ended November 30, 2014, the Company accrued $52,981,532 for current income tax expense and $90,477,388 for net deferred income tax expense. For the year
ended November 30, 2013, the Company accrued $23,290,478 for net current income tax expense and $140,745,675 for net deferred income tax expense. For the year
ended November 30, 2012, the
Company accrued $16,189,126 for current income tax
expense and $66,613,182 for net deferred income tax expense. For the year ended
November 30, 2011,
the Company accrued $8,950,455 for current income tax expense and
$33,248,897 for net deferred income tax expense. For the year ended November 30, 2010,
the
Company accrued $984,330 for current income tax expense and $139,019,876 for net
deferred income tax expense. For the year ended November 30, 2009, the Company accrued
$230,529 for net current income tax benefit and $150,343,906 for net deferred income
tax expense.
|
(8) |
Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the year divided by senior notes and credit facility borrowings
outstanding at the end of the year.
|
(9) |
Represents value of total assets less all liabilities and indebtedness not represented by senior notes, credit facility borrowings and preferred stock at the end of the year divided by senior notes, credit facility borrowings and
preferred stock outstanding at the end of the year.
|
Year |
Title of Security
|
Total Principal
Amount/Liquidation
Preference
Outstanding
|
Asset
Coverage per
$1,000 of
Principal
Amount
|
Asset
Coverage
per Share
($25,000
Liquidation
Preference)
|
Average
Estimated
Fair Value
Per $25,000
Denomination
or per Share
Amount
|
|||||||||||||
|
||||||||||||||||||
2009
|
Tortoise Notes
|
|||||||||||||||||
Series A
|
$
|
60,000,000
|
(9)
|
$
|
4,789
|
$
|
27,206
|
(6)
|
||||||||||
Series E
|
$
|
110,000,000
|
$
|
4,789
|
$
|
27,004
|
(6)
|
|||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
Series I
(1)
(1,400 shares)
|
$
|
35,000,000
|
(10)
|
$
|
86,262
|
$
|
25,651
|
(8)
|
||||||||||
Series II
(2)
(1,400 shares)
|
$
|
35,000,000
|
(10)
|
$
|
86,262
|
$
|
25,638
|
(8)
|
||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
|
$
|
10,400,000
|
$
|
4,789
|
||||||||||||||
|
$
|
250,400,000
|
||||||||||||||||
|
||||||||||||||||||
2010
|
Tortoise Notes | |||||||||||||||||
Series E
|
$
|
110,000,000
|
$
|
5,630
|
$
|
28,184
|
(11)
|
|||||||||||
Series F
|
$
|
29,975,000
|
$
|
5,630
|
$
|
26,293
|
(11)
|
|||||||||||
Series G
|
$
|
30,000,000
|
$
|
5,630
|
$
|
28,045
|
(11)
|
|||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP
(10)
|
$
|
73,000,000
|
$
|
42
|
$
|
11
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
|
$
|
38,200,000
|
$
|
5,630
|
$
|
25,000
|
||||||||||||
|
$
|
281,175,000
|
||||||||||||||||
|
||||||||||||||||||
2011 |
Tortoise Notes
|
|||||||||||||||||
Series E
|
$
|
110,000,000
|
$
|
5,111
|
$
|
28,064
|
(11)
|
|||||||||||
Series F
|
$
|
29,975,000
|
$
|
5,111
|
$
|
25,825
|
(11)
|
|||||||||||
Series G
|
$
|
30,000,000
|
$
|
5,111
|
$
|
25,575
|
(11)
|
|||||||||||
Series H
|
$
|
15,000,000
|
$
|
5,111
|
$
|
25,000
|
||||||||||||
Series I
|
$
|
10,000,000
|
$
|
5,111
|
$
|
26,376
|
(11)
|
|||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP
(10)
|
$
|
73,000,000
|
$
|
39
|
$
|
11
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
|
$
|
47,900,000
|
$
|
5,111
|
$
|
25,000
|
||||||||||||
|
$
|
315,875,000
|
Year
|
Title of Security |
Total Principal
Amount/Liquidation
Preference
Outstanding
|
Asset
Coverage per
$1,000 of
Principal
Amount
|
Asset
Coverage
per Share
($25,000
Liquidation
Preference)
|
Average
Estimated
Fair Value
Per $25,000
Denomination
or per Share
Amount
|
|||||||||||||
2012
|
Tortoise Notes
|
|||||||||||||||||
Series E
|
$
|
110,000,000
|
$
|
5,232
|
$
|
27,378
|
(11)
|
|||||||||||
Series F
|
$
|
29,975,000
|
$
|
5,232
|
$
|
25,250
|
(11)
|
|||||||||||
Series G
|
$
|
30,000,000
|
$
|
5,232
|
$
|
28,466
|
(11)
|
|||||||||||
Series H
|
$
|
15,000,000
|
$
|
5,232
|
$
|
25,000
|
||||||||||||
Series I
|
$
|
10,000,000
|
$
|
5,232
|
$
|
27,044
|
(11)
|
|||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP
(10)
|
$
|
73,000,000
|
$
|
41
|
$
|
10
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
|
$
|
63,400,000
|
$
|
5,232
|
$
|
25,000
|
||||||||||||
|
$
|
331,375,000
|
||||||||||||||||
|
||||||||||||||||||
2013
|
Tortoise Notes
|
|||||||||||||||||
Series E
|
$
|
110,000,000
|
$
|
5,047
|
$
|
26,699
|
(11)
|
|||||||||||
Series G
|
$
|
30,000,000
|
$
|
5,047
|
$
|
28,080
|
(11)
|
|||||||||||
Series H
|
$
|
15,000,000
|
$
|
5,047
|
$
|
25,000
|
(11)
|
|||||||||||
Series I
|
$
|
10,000,000
|
$
|
5,047
|
$
|
26,889
|
(11)
|
|||||||||||
Series J
|
$
|
15,000,000
|
$
|
5,047
|
$
|
25,540
|
(11)
|
|||||||||||
Series K
|
$
|
10,000,000
|
$
|
5,047
|
$
|
25,397
|
(11)
|
|||||||||||
Series L
|
$
|
20,000,000
|
$
|
5,047
|
$
|
25,157
|
(11)
|
|||||||||||
Series M
|
$
|
13,000,000
|
$
|
5,047
|
$
|
25,464
|
(11)
|
|||||||||||
Series N
|
$
|
10,000,000
|
$
|
5,047
|
$
|
25,583
|
(11)
|
|||||||||||
Series O
|
$
|
15,000,000
|
$
|
5,047
|
$
|
25,704
|
(11)
|
|||||||||||
Series P
|
$
|
12,000,000
|
$
|
5,047
|
$
|
25,937
|
(11)
|
|||||||||||
Series Q
|
$
|
10,000,000
|
$
|
5,047
|
$
|
25,000
|
(11)
|
|||||||||||
Series R
|
$
|
12,500,000
|
$
|
5,047
|
$
|
24,960
|
(11)
|
|||||||||||
Series S
|
$
|
5,000,000
|
$
|
5,047
|
$
|
25,018
|
(11)
|
|||||||||||
Series T
|
$
|
12,500,000
|
$
|
5,047
|
$
|
25,042
|
(11)
|
|||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP
(10)
|
$
|
80,000,000
|
$
|
41
|
$
|
9
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
|
$
|
27,600,000
|
$
|
5,047
|
$
|
25,000
|
||||||||||||
|
$
|
407,600,000
|
Year
|
Title of Security
|
Total Principal
Amount/Liquidation
Preference
Outstanding
|
|
|
Asset
Coverage per
$1,000 of
Principal
Amount
|
Asset
Coverage
per Share
($25,000
Liquidation
Preference)
|
|
|
Average
Estimated
Fair Value
Per $25,000
Denomination
or per Share
Amount
|
|
||||||||
2014
|
Tortoise Notes
|
|||||||||||||||||
Series E
|
$
|
110,000,000
|
$
|
4,667
|
$
|
25,649
|
(11)
|
|||||||||||
Series G
|
$
|
30,000,000
|
$
|
4,667
|
$
|
27,371
|
(11)
|
|||||||||||
Series I
|
$
|
10,000,000
|
$
|
4,667
|
$
|
26,817
|
(11)
|
|||||||||||
Series J
|
$
|
15,000,000
|
$
|
4,667
|
$
|
26,073
|
(11)
|
|||||||||||
Series K
|
$
|
10,000,000
|
$
|
4,667
|
$
|
26,673
|
(11)
|
|||||||||||
Series L
|
$
|
20,000,000
|
$
|
4,667
|
$
|
26,827
|
(11)
|
|||||||||||
Series M
|
$
|
13,000,000
|
$
|
4,667
|
$
|
25,616
|
(11)
|
|||||||||||
Series N
|
$
|
10,000,000
|
$
|
4,667
|
$
|
25,875
|
(11)
|
|||||||||||
Series O
|
$
|
15,000,000
|
$
|
4,667
|
$
|
26,411
|
(11)
|
|||||||||||
Series P
|
$
|
12,000,000
|
$
|
4,667
|
$
|
27,408
|
(11)
|
|||||||||||
Series Q
|
$
|
10,000,000
|
$
|
4,667
|
$
|
25,000
|
||||||||||||
Series R
|
$
|
25,000,000
|
$
|
4,667
|
$
|
26,424
|
(11)
|
|||||||||||
Series S
|
$
|
10,000,000
|
$
|
4,667
|
$
|
26,807
|
(11)
|
|||||||||||
Series T
|
$
|
25,000,000
|
$
|
4,667
|
$
|
27,134
|
(11)
|
|||||||||||
Series U
|
$
|
35,000,000
|
$
|
4,667
|
$
|
25,000
|
||||||||||||
Series V
|
$
|
39,400,000
|
$
|
4,667
|
$
|
25,362
|
(11)
|
|||||||||||
Series W
|
$
|
12,500,000
|
$
|
4,667
|
$
|
26,098
|
(11)
|
|||||||||||
Series X
|
$
|
12,500,000
|
$
|
4,667
|
$
|
27,195
|
(11)
|
|||||||||||
Series Y
|
$
|
12,500,000
|
$
|
4,667
|
$
|
25,277
|
(11)
|
|||||||||||
Series Z
|
$
|
12,500,000
|
$
|
4,667
|
$
|
25,320
|
(11)
|
|||||||||||
Series AA
|
$
|
10,000,000
|
$
|
4,667
|
$
|
25,649
|
(11)
|
|||||||||||
Series BB
|
$
|
12,000,000
|
$
|
4,667
|
$
|
25,616
|
(11)
|
|||||||||||
Series CC
|
$
|
15,000,000
|
$
|
4,667
|
$
|
26,103
|
(11)
|
|||||||||||
Series DD
|
$
|
13,000,000
|
$
|
4,667
|
$
|
27,027
|
(11)
|
|||||||||||
Series EE
|
$
|
5,000,000
|
$
|
4,667
|
$
|
25,000
|
||||||||||||
Series FF
|
$
|
10,000,000
|
$
|
4,667
|
$
|
26,795
|
(11)
|
|||||||||||
Series GG
|
$
|
20,000,000
|
$
|
4,667
|
$
|
25,000
|
||||||||||||
Series HH
|
$
|
20,000,000
|
$
|
4,667
|
$
|
25,000
|
||||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP B
(10)
|
$
|
80,000,000
|
$
|
35
|
$
|
10
|
||||||||||||
MRP C
|
$
|
50,000,000
|
$
|
35
|
$
|
10
|
||||||||||||
MRP D
(12)
|
$
|
49,000,000
|
$
|
35
|
$
|
10
|
||||||||||||
MRP E
(12)
|
$
|
45,000,000
|
$
|
35
|
$
|
10
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(3)
|
$
|
102,800,000
|
$
|
4,667
|
$
|
25,000
|
||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(13)
|
$
|
60,000,000
|
$
|
4,667
|
$
|
25,000
|
||||||||||||
|
$
|
931,200,000
|
Year
|
Title of Security
|
Total Principal
Amount/Liquidation
Preference
Outstanding
|
Asset
Coverage per
$1,000 of
Principal
Amount
|
Asset
Coverage
per Share
($25,000
Liquidation
Preference)
|
Average
Estimated
Fair Value
Per $25,000
Denomination
or per Share
Amount
|
|||||||||||||
2015
|
Tortoise Notes
|
|||||||||||||||||
Series G
|
$
|
30,000,000
|
$
|
3,784
|
$
|
26,306
|
(11)
|
|||||||||||
Series I
|
$
|
10,000,000
|
$
|
3,784
|
$
|
26,177
|
(11)
|
|||||||||||
Series J
|
$
|
15,000,000
|
$
|
3,784
|
$
|
25,821
|
(11)
|
|||||||||||
Series K
|
$
|
10,000,000
|
$
|
3,784
|
$
|
26,273
|
(11)
|
|||||||||||
Series L
|
$
|
20,000,000
|
$
|
3,784
|
$
|
26,451
|
(11)
|
|||||||||||
Series M
|
$
|
13,000,000
|
$
|
3,784
|
$
|
25,341
|
(11)
|
|||||||||||
Series N
|
$
|
10,000,000
|
$
|
3,784
|
$
|
25,531
|
(11)
|
|||||||||||
Series O
|
$
|
15,000,000
|
$
|
3,784
|
$
|
26,062
|
(11)
|
|||||||||||
Series P
|
$
|
12,000,000
|
$
|
3,784
|
$
|
26,914
|
(11)
|
|||||||||||
Series Q
(14)
|
$
|
10,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
Series R
|
$
|
25,000,000
|
$
|
3,784
|
$
|
26,131
|
(11)
|
|||||||||||
Series S
|
$
|
10,000,000
|
$
|
3,784
|
$
|
26,383
|
(11)
|
|||||||||||
Series T
|
$
|
25,000,000
|
$
|
3,784
|
$
|
26,701
|
(11)
|
|||||||||||
Series U
(14)
|
$
|
35,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
Series W
|
$
|
12,500,000
|
$
|
3,784
|
$
|
25,482
|
(11)
|
|||||||||||
Series X
|
$
|
12,500,000
|
$
|
3,784
|
$
|
26,510
|
(11)
|
|||||||||||
Series Y
|
$
|
12,500,000
|
$
|
3,784
|
$
|
25,155
|
(11)
|
|||||||||||
Series Z
|
$
|
12,500,000
|
$
|
3,784
|
$
|
25,187
|
(11)
|
|||||||||||
Series AA
|
$
|
10,000,000
|
$
|
3,784
|
$
|
25,342
|
(11)
|
|||||||||||
Series BB
|
$
|
12,000,000
|
$
|
3,784
|
$
|
25,341
|
(11)
|
|||||||||||
Series CC
|
$
|
15,000,000
|
$
|
3,784
|
$
|
25,783
|
(11)
|
|||||||||||
Series DD
|
$
|
13,000,000
|
$
|
3,784
|
$
|
26,569
|
(11)
|
|||||||||||
Series EE
(14)
|
$
|
5,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
Series FF
|
$
|
10,000,000
|
$
|
3,784
|
$
|
26,354
|
(11)
|
|||||||||||
Series GG
(15)
|
$
|
20,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
Series HH
(15)
|
$
|
20,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
Series II
|
$
|
10,000,000
|
$
|
3,784
|
$
|
25,176
|
(11)
|
|||||||||||
Series JJ
|
$
|
20,000,000
|
$
|
3,784
|
$
|
25,254
|
(11)
|
|||||||||||
Series KK
|
$
|
10,000,000
|
$
|
3,784
|
$
|
25,375
|
(11)
|
|||||||||||
Series LL
|
$
|
20,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
Series MM
|
$
|
30,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
Series NN
|
$
|
30,000,000
|
$
|
3,784
|
$
|
24,740
|
(11)
|
|||||||||||
Series OO
|
$
|
30,000,000
|
$
|
3,784
|
$
|
24,496
|
(11)
|
|||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP B
(10)
|
$
|
80,000,000
|
$
|
26
|
$
|
10
|
||||||||||||
MRP C
(16)
|
$
|
50,000,000
|
$
|
26
|
$
|
10
|
||||||||||||
MRP D
(12)
|
$
|
85,000,000
|
$
|
26
|
$
|
10
|
||||||||||||
MRP E
(12)
|
$
|
80,000,000
|
$
|
26
|
$
|
10
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(3)
|
$
|
6,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(13)
|
$
|
60,000,000
|
$
|
3,784
|
$
|
25,000
|
||||||||||||
|
$
|
906,000,000
|
Year
|
Title of Security |
Total Principal
Amount/Liquidation
Preference
Outstanding
|
Asset
Coverage per
$1,000 of
Principal
Amount
|
Asset
Coverage
per Share
($25,000
Liquidation
Preference)
|
Average
Estimated
Fair Value
Per $25,000
Denomination
or per Share
Amount
|
|||||||||||||
2016 |
Tortoise Notes
|
|||||||||||||||||
Series G
|
$
|
30,000,000
|
$
|
3,858
|
$
|
25,340
|
(11)
|
|||||||||||
Series I
|
$
|
10,000,000
|
$
|
3,858
|
$
|
25,768
|
(11)
|
|||||||||||
Series J
|
$
|
15,000,000
|
$
|
3,858
|
$
|
25,729
|
(11)
|
|||||||||||
Series K
|
$
|
10,000,000
|
$
|
3,858
|
$
|
26,096
|
(11)
|
|||||||||||
Series L
|
$
|
20,000,000
|
$
|
3,858
|
$
|
26,124
|
(11)
|
|||||||||||
Series M
|
$
|
13,000,000
|
$
|
3,858
|
$
|
25,246
|
(11)
|
|||||||||||
Series N
|
$
|
10,000,000
|
$
|
3,858
|
$
|
25,446
|
(11)
|
|||||||||||
Series O
|
$
|
15,000,000
|
$
|
3,858
|
$
|
25,896
|
(11)
|
|||||||||||
Series P
|
$
|
12,000,000
|
$
|
3,858
|
$
|
26,534
|
(11)
|
|||||||||||
Series R
|
$
|
25,000,000
|
$
|
3,858
|
$
|
25,962
|
(11)
|
|||||||||||
Series S
|
$
|
10,000,000
|
$
|
3,858
|
$
|
26,171
|
(11)
|
|||||||||||
Series T
|
$
|
25,000,000
|
$
|
3,858
|
$
|
26,340
|
(11)
|
|||||||||||
Series X
|
$
|
12,500,000
|
$
|
3,858
|
$
|
26,063
|
(11)
|
|||||||||||
Series Y
|
$
|
12,500,000
|
$
|
3,858
|
$
|
25,202
|
(11)
|
|||||||||||
Series Z
|
$
|
12,500,000
|
$
|
3,858
|
$
|
25,196
|
(11)
|
|||||||||||
Series AA
|
$
|
10,000,000
|
$
|
3,858
|
$
|
25,117
|
(11)
|
|||||||||||
Series BB
|
$
|
12,000,000
|
$
|
3,858
|
$
|
25,246
|
(11)
|
|||||||||||
Series CC
|
$
|
15,000,000
|
$
|
3,858
|
$
|
25,648
|
(11)
|
|||||||||||
Series DD
|
$
|
13,000,000
|
$
|
3,858
|
$
|
26,325
|
(11)
|
|||||||||||
Series FF
|
$
|
10,000,000
|
$
|
3,858
|
$
|
26,000
|
(11)
|
|||||||||||
Series II
|
$
|
10,000,000
|
$
|
3,858
|
$
|
25,135
|
(11)
|
|||||||||||
Series JJ
|
$
|
20,000,000
|
$
|
3,858
|
$
|
25,060
|
(11)
|
|||||||||||
Series KK
|
$
|
10,000,000
|
$
|
3,858
|
$
|
25,136
|
(11)
|
|||||||||||
Series LL
|
$
|
20,000,000
|
$
|
3,858
|
$
|
25,000
|
||||||||||||
Series MM
|
$
|
30,000,000
|
$
|
3,858
|
$
|
25,000
|
||||||||||||
Series NN
|
$
|
30,000,000
|
$
|
3,858
|
$
|
24,570
|
(11)
|
|||||||||||
Series OO
|
$
|
30,000,000
|
$
|
3,858
|
$
|
24,290
|
(11)
|
|||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP D
(12)
|
$
|
85,000,000
|
$
|
30
|
$
|
10
|
||||||||||||
MRP E
(12)
|
$
|
80,000,000
|
$
|
30
|
$
|
10
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(3)
|
$
|
46,300,000
|
$
|
3,858
|
$
|
25,000
|
||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(13)
|
$
|
63,000,000
|
$
|
3,858
|
$
|
25,000
|
||||||||||||
|
$
|
716,800,000
|
2017 |
Tortoise Notes
|
|||||||||||||||||
Series I
|
$
|
10,000,000
|
$
|
3,564
|
$
|
25,246
|
(11)
|
|||||||||||
Series J
|
$
|
15,000,000
|
$
|
3,564
|
$
|
25,523
|
(11)
|
|||||||||||
Series K
|
$
|
10,000,000
|
$
|
3,564
|
$
|
26,060
|
(11)
|
|||||||||||
Series L
|
$
|
20,000,000
|
$
|
3,564
|
$
|
26,237
|
(11)
|
|||||||||||
Series N
|
$
|
10,000,000
|
$
|
3,564
|
$
|
25,216
|
(11)
|
|||||||||||
Series O
|
$
|
15,000,000
|
$
|
3,564
|
$
|
25,638
|
(11)
|
|||||||||||
Series P
|
$
|
12,000,000
|
$
|
3,564
|
$
|
26,511
|
(11)
|
|||||||||||
Series R
|
$
|
25,000,000
|
$
|
3,564
|
$
|
25,856
|
(11)
|
|||||||||||
Series S
|
$
|
10,000,000
|
$
|
3,564
|
$
|
26,123
|
(11)
|
|||||||||||
Series T
|
$
|
25,000,000
|
$
|
3,564
|
$
|
26,398
|
(11)
|
|||||||||||
Series X
|
$
|
12,500,000
|
$
|
3,564
|
$
|
25,491
|
(11)
|
|||||||||||
Series Y
|
$
|
12,500,000
|
$
|
3,564
|
$
|
25,153
|
(11)
|
|||||||||||
Series Z
|
$
|
12,500,000
|
$
|
3,564
|
$
|
25,195
|
(11)
|
|||||||||||
Series AA
|
$
|
10,000,000
|
$
|
3,564
|
$
|
25,367
|
(11)
|
|||||||||||
Series CC
|
$
|
15,000,000
|
$
|
3,564
|
$
|
25,384
|
(11)
|
|||||||||||
Series DD
|
$
|
13,000,000
|
$
|
3,564
|
$
|
26,190
|
(11)
|
|||||||||||
Series FF
|
$
|
10,000,000
|
$
|
3,564
|
$
|
26,050
|
(11)
|
|||||||||||
Series II
|
$
|
10,000,000
|
$
|
3,564
|
$
|
25,238
|
(11)
|
|||||||||||
Series JJ
|
$
|
20,000,000
|
$
|
3,564
|
$
|
25,284
|
(11)
|
|||||||||||
Series KK
|
$
|
10,000,000
|
$
|
3,564
|
$
|
25,419
|
(11)
|
|||||||||||
Series LL
|
$
|
20,000,000
|
$
|
3,564
|
$
|
25,000
|
||||||||||||
Series MM
|
$
|
30,000,000
|
$
|
3,564
|
$
|
25,000
|
||||||||||||
Series NN
|
$
|
30,000,000
|
$
|
3,564
|
$
|
24,875
|
(11)
|
|||||||||||
Series OO
|
$
|
30,000,000
|
$
|
3,564
|
$
|
24,647
|
(11)
|
|||||||||||
Series PP
|
$
|
25,000,000
|
$
|
3,564
|
$
|
24,641
|
(11)
|
|||||||||||
|
||||||||||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP D
(12)
|
$
|
85,000,000
|
$
|
27
|
$
|
10
|
||||||||||||
MRP E
(12)
|
$
|
80,000,000
|
$
|
27
|
$
|
10
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(3)
|
$
|
49,700,000
|
$
|
3,564
|
$
|
25,000
|
||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(13)
|
$
|
63,000,000
|
$
|
3,564
|
$
|
25,000
|
||||||||||||
|
$
|
690,200,000
|
Year
|
Title of Security |
Total Principal
Amount/Liquidation
Preference
Outstanding
|
Asset
Coverage per
$1,000 of
Principal
Amount
|
Asset
Coverage
per Share
($25,000
Liquidation
Preference)
|
Average
Estimated
Fair Value
Per $25,000
Denomination
or per Share
Amount
|
||||||||||||
2018 |
Tortoise Notes
|
||||||||||||||||
Series J
|
$
|
15,000,000
|
$
|
3,926
|
$
|
25,318
|
(11)
|
||||||||||
Series K
|
$
|
10,000,000
|
$
|
3,926
|
$
|
25,672
|
(11)
|
||||||||||
Series L
|
$
|
20,000,000
|
$
|
3,926
|
$
|
25,889
|
(11)
|
||||||||||
Series O
|
$
|
15,000,000
|
$
|
3,926
|
$
|
25,254
|
(11)
|
||||||||||
Series P
|
$
|
12,000,000
|
$
|
3,926
|
$
|
26,038
|
(11)
|
||||||||||
Series R
|
$
|
25,000,000
|
$
|
3,926
|
$
|
25,451
|
(11)
|
||||||||||
Series S
|
$
|
10,000,000
|
$
|
3,926
|
$
|
25,710
|
(11)
|
||||||||||
Series T
|
$
|
25,000,000
|
$
|
3,926
|
$
|
25,989
|
(11)
|
||||||||||
Series Y
|
$
|
12,500,000
|
$
|
3,926
|
$
|
25,030
|
(11)
|
||||||||||
Series Z
|
$
|
12,500,000
|
$
|
3,926
|
$
|
24,969
|
(11)
|
||||||||||
Series AA
|
$
|
10,000,000
|
$
|
3,926
|
$
|
25,112
|
(11)
|
||||||||||
Series CC
|
$
|
15,000,000
|
$
|
3,926
|
$
|
25,158
|
(11)
|
||||||||||
Series DD
|
$
|
13,000,000
|
$
|
3,926
|
$
|
25,713
|
(11)
|
||||||||||
Series FF
|
$
|
10,000,000
|
$
|
3,926
|
$
|
25,636
|
(11)
|
||||||||||
Series II
|
$
|
10,000,000
|
$
|
3,926
|
$
|
24,996
|
(11)
|
||||||||||
Series JJ
|
$
|
20,000,000
|
$
|
3,926
|
$
|
25,053
|
(11)
|
||||||||||
Series KK
|
$
|
10,000,000
|
$
|
3,926
|
$
|
25,136
|
(11)
|
||||||||||
Series LL
|
$
|
20,000,000
|
$
|
3,926
|
$
|
25,000
|
|||||||||||
Series MM
|
$
|
30,000,000
|
$
|
3,926
|
$
|
25,000
|
|||||||||||
Series NN
|
$
|
30,000,000
|
$
|
3,926
|
$
|
24,679
|
(11)
|
||||||||||
Series OO
|
$
|
30,000,000
|
$
|
3,926
|
$
|
24,412
|
(11)
|
||||||||||
Series PP
|
$
|
25,000,000
|
$
|
3,926
|
$
|
24,366
|
(11)
|
Year |
Title of Security
|
Total Principal
Amount/Liquidation
Preference
Outstanding
|
Asset
Coverage per
$1,000 of
Principal
Amount
|
Asset
Coverage
per Share
($25,000
Liquidation
Preference)
|
Average
Estimated
Fair Value
Per $25,000
Denomination
or per Share
Amount
|
|||||||||||||
Tortoise Preferred Shares
|
||||||||||||||||||
MRP D
(12)
|
$
|
85,000,000
|
$
|
29
|
$
|
10
|
||||||||||||
MRP E
(12)
|
$
|
80,000,000
|
$
|
29
|
$
|
10
|
||||||||||||
Borrowings
|
||||||||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(3)
|
$
|
44,100,000
|
$
|
3,926
|
$
|
25,000
|
||||||||||||
Unsecured Revolving Credit
|
||||||||||||||||||
Facility
(13)
|
$
|
63,000,000
|
$
|
3,926
|
$
|
25,000
|
||||||||||||
|
$
|
652,100,000
|
(1) |
Formerly designated as Series I MMP Shares.
|
(2) |
Formerly designated as Series II MMP Shares.
|
(3) |
On June 23, 2014, the Company entered into an amended and restated credit agreement establishing a $157,500,000 unsecured credit facility that matured on June 15, 2015. On June 15, 2015, the Company entered into an amendment to
the credit agreement that extended the maturity date to June 13, 2017. On June 13, 2017, the Company entered into an amendment to the credit agreement that extended the maturity date to June 12, 2019 and reduced the borrowing
capacity to $130,000,000. On June 12, 2019, the Company entered itno an amendment to the credit agreement that extends the maturity date to June 12, 2021. We currently expect to seek to renew the credit facility at an amount
sufficient to meet our operating needs.
|
(4) |
Average estimated fair value of the Series A and B Auction Rate Senior Notes and Series I and II Tortoise Preferred Shares was calculated using the spread between the interest/distribution rates at the time the series’ respective
special rate periods commenced to the U.S. Treasury rates with equivalent maturity dates. At November 30, 2007, the spread of each series was applied to the equivalent U.S. Treasury Rate and the future cash flows were discounted to
determine the estimated fair value. There is no active trading market for these securities. Average estimated fair value does not take into account any liquidity discounts that a shareholder may have incurred upon sale.
|
(5) |
Average estimated fair value of the Series C and D Auction Rate Senior Notes and Series III and IV Tortoise Preferred Shares approximates the principal amount and liquidation preference, respectively, because the interest and
distribution rates payable on Auction Rate Senior Notes and Tortoise Preferred Shares were generally determined at auctions and fluctuated with changes in prevailing market interest rates.
|
(6) |
Average estimated fair value of the Series A and Series E Notes was calculated using the spread between the AAA corporate finance debt rate and the U.S. Treasury rate with an equivalent maturity date plus the average spread
between the current rates of the Notes and the AAA corporate finance debt rate. At November 30, 2008 and November 30, 2009, the total spread was applied to the equivalent U.S. Treasury rate for each series and future cash flows were
discounted to determine estimated fair value. There is no active trading market for these securities. Average estimated fair value does not take into account any liquidity discounts that a shareholder may have incurred upon sale.
|
(7) |
On December 3, 2008, the Company partially redeemed a portion of the Series E Notes in the amount of $40,000,000.
|
(8) |
Average estimated fair value of Auction Preferred I and Auction Preferred II Stock was calculated using the spread between the AA corporate finance debt rate and the U.S. Treasury rate with a maturity equivalent to the remaining
rate period plus the average spread between the current rates and the AA corporate finance debt rate. At November 30, 2008 and November 30, 2009, the total spread was applied to the equivalent U.S. Treasury rate for each series and
future cash flows were discounted to determine estimated fair value. There is no active trading market for these securities. Average estimated fair value does not take into account any liquidity discounts that a shareholder may have
incurred upon sale.
|
(9) |
On December 21, 2009, the Company issued $59,975,000 in aggregate principal amount of its Series F and Series G Private Notes. On December 21, 2009, the Company used the proceeds from the issuance of the Series F and Series G
Notes to redeem all $60,000,000 of the Series A Notes.
|
(10) |
On December 14, 2009, the Company issued $65 million of its MRP Shares. On December 21, 2009, the Company issued an additional $8 million of its MRP Shares pursuant to the underwriters’ exercise of their overallotment option.
On December 21, 2009, the Company used the proceeds from the issuance of the MRP Shares to redeem all $35,000,000 of the Series I Preferred Shares and all $35,000,000 of the Series II Preferred Shares. On January 7, 2013, the
Company used the proceeds from its issuance of $80 million of its Series B MRP Shares on December 6, 2012 to redeem all $73,000,000 of the MRP Shares. On February 11, 2016, the Company deposited with its paying agent funds to
provide for the redemption of its Series B MRP Shares in the amount of $80,000,000.
|
(11) |
Average estimated fair values of the Tortoise Notes were calculated by discounting future cash flows by a rate equal to the current U.S. Treasury rate with an equivalent maturity date, plus either (i) the spread between the
interest rate on recently issued debt and the U.S. Treasury rate with a similar maturity date or (ii) if there has not been a recent debt issuance, the spread between the AAA corporate finance debt rate and the U.S. Treasury rate
with an equivalent maturity date plus the spread between the fixed rates of the Notes and the AAA corporate finance debt rate. There is no active trading market for these securities. Average estimated fair value does not take into
account any liquidity discounts that a shareholder may have incurred upon sale.
|
(12) |
On December 17, 2014, the Company issued an additional aggregate principal amount of its Series D MRP Shares ($36,000,000) and Series E MRP Shares ($35,000,000).
|
(13) |
On June 23, 2014, the Company entered into an agreement establishing a $100,000,000 unsecured credit facility maturing on June 23, 2016. On June 23, 2016, the Company entered into an amendment to the credit agreement that
extends the maturity date to June 22, 2018 and reduces the borrowing capacity to $90,000,000. We currently expect to seek to renew the credit facility at an amount sufficient to meet our operating needs.
|
(14) |
On December 18, 2015, the Company redeemed its Series Q Notes ($10,000,000), Series EE Notes ($5,000,000) and Series U Notes ($35,000,000).
|
(15) |
On January 15, 2016, the Company redeemed its Series GG Notes ($20,000,000) and Series HH Notes ($20,000,000).
|
(16) |
On December 8, 2015, the Company deposited with its paying agent funds to provide for the redemption of its Series C MRP Shares in the amount of $50,000,000.
|
Market Price
(1)
|
Premium/(Discount) to NAV
(3)
|
|||||||||||||||||||
Month Ended
|
High
|
Low
|
NAV
(2)
|
High
|
Low
|
|||||||||||||||
January 31, 2017
|
33.19
|
30.46
|
30.31
|
9.5
|
%
|
0.5
|
%
|
|||||||||||||
February 28, 2017
|
36.98
|
34.06
|
31.72
|
16.6
|
%
|
7.4
|
%
|
|||||||||||||
March 31, 2017
|
34.89
|
31.68
|
31.74
|
9.9
|
%
|
-0.2
|
%
|
|||||||||||||
April 30, 2017
|
35.36
|
34.25
|
31.26
|
13.1
|
%
|
9.6
|
%
|
|||||||||||||
May 31, 2017
|
34.81
|
31.76
|
30.89
|
12.7
|
%
|
2.8
|
%
|
|||||||||||||
June 30, 2017
|
31.97
|
27.65
|
28.53
|
12.1
|
%
|
-3.1
|
%
|
|||||||||||||
July 31, 2017
|
31.11
|
29.44
|
28.16
|
10.5
|
%
|
4.5
|
%
|
|||||||||||||
August 31, 2017
|
30.71
|
27.16
|
28.56
|
7.5
|
%
|
-4.9
|
%
|
|||||||||||||
September 30, 2017
|
29.40
|
28.26
|
26.30
|
11.8
|
%
|
7.5
|
%
|
|||||||||||||
October 31, 2017
|
29.55
|
25.31
|
26.57
|
11.2
|
%
|
-4.7
|
%
|
|||||||||||||
November 30, 2017
|
27.21
|
24.71
|
25.04
|
8.7
|
%
|
-1.3
|
%
|
|||||||||||||
December 31, 2017
|
29.08
|
25.02
|
23.93
|
21.5
|
%
|
4.6
|
%
|
|||||||||||||
January 31, 2018
|
32.13
|
29.86
|
27.89
|
15.2
|
%
|
7.1
|
%
|
|||||||||||||
February 28, 2018
|
30.19
|
25.63
|
29.89
|
1.0
|
%
|
-14.3
|
%
|
|||||||||||||
March 31, 2018
|
26.49
|
22.81
|
25.63
|
3.4
|
%
|
-11.0
|
%
|
|||||||||||||
April 30, 2018
|
26.11
|
23.10
|
23.34
|
11.9
|
%
|
-1.0
|
%
|
|||||||||||||
May 31, 2018
|
27.43
|
25.11
|
25.56
|
7.3
|
%
|
-1.8
|
%
|
|||||||||||||
June 30, 2018
|
27.39
|
25.54
|
26.49
|
3.4
|
%
|
-11.0
|
%
|
|||||||||||||
July 31, 2018
|
27.77
|
25.45
|
25.75
|
7.8
|
%
|
-1.2
|
%
|
|||||||||||||
August 31, 2018
|
29.94
|
27.82
|
27.72
|
8.0
|
%
|
0.4
|
%
|
|||||||||||||
September 30, 2018
|
28.41
|
26.95
|
27.97
|
1.6
|
%
|
-3.6
|
%
|
|||||||||||||
October 31, 2018
|
28.26
|
24.38
|
27.18
|
4.0
|
%
|
-10.3
|
%
|
|||||||||||||
November 30, 2018
|
25.81
|
23.26
|
24.71
|
4.5
|
%
|
-5.9
|
%
|
|||||||||||||
December 31, 2018
|
24.28
|
19.68
|
23.52
|
3.2
|
%
|
-16.3
|
%
|
|||||||||||||
January 31, 2019
|
24.49
|
21.38
|
21.08
|
16.2
|
%
|
1.4
|
%
|
|||||||||||||
February 28, 2019
|
25.36
|
22.91
|
24.18
|
4.9
|
%
|
-5.3
|
%
|
|||||||||||||
March 31, 2019
|
23.94
|
22.73
|
23.23
|
3.1
|
%
|
-2.2
|
%
|
|||||||||||||
April 30, 2019
|
24.01
|
23.19
|
24.48
|
-1.9
|
%
|
-5.3
|
%
|
|||||||||||||
May 31, 2019
|
24.20
|
21.90
|
23.96
|
1.0
|
%
|
-8.6
|
(1) |
Based on high and low closing market price for the respective month.
|
(2) |
Based on the NAV at the beginning of each respective month, calculated on the close of business on the last business day of the prior month.
|
(3) |
Calculated based on the market value and net asset value information presented in the table. Percentages are rounded.
|
Title of Class
|
Amount Authorized
|
Amount
Held
by the
Company or
for its
Account
|
Amount
Outstanding
|
|||||||||
Common Stock
|
100,000,000
|
0
|
53,635,054
|
|||||||||
Tortoise Notes:
|
||||||||||||
Series J
(1)
|
$
|
15,000,000
|
0
|
$
|
15,000,000
|
|||||||
Series K
(2)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
|||||||
Series L
(3)
|
$
|
20,000,000
|
0
|
$
|
20,000,000
|
|||||||
Series O
(4)
|
$
|
15,000,000
|
0
|
$
|
15,000,000
|
|||||||
Series P
(5)
|
$
|
12,000,000
|
0
|
$
|
12,000,000
|
|||||||
Series R
(6)
|
$
|
25,000,000
|
0
|
$
|
25,000,000
|
|||||||
Series S
(7)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
|||||||
Series T
(8)
|
$
|
25,000,000
|
0
|
$
|
25,000,000
|
|||||||
Series Y
(9)
|
$
|
12,500,000
|
0
|
$
|
12,500,000
|
|||||||
Series Z
(10)
|
$
|
12,500,000
|
0
|
$
|
12,500,000
|
|||||||
Series AA
(11)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
|||||||
Series CC
(12)
|
$
|
15,000,000
|
0
|
$
|
15,000,000
|
|||||||
Series DD
(13)
|
$
|
13,000,000
|
0
|
$
|
13,000,000
|
|||||||
Series FF
(14)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
|||||||
Series II
(15)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
|||||||
Series JJ
(16)
|
$
|
20,000,000
|
0
|
$
|
20,000,000
|
|||||||
Series KK
(17)
|
$
|
10,000,000
|
0
|
$
|
10,000,000
|
|||||||
Series LL
(18)
|
$
|
20,000,000
|
0
|
$
|
20,000,000
|
|||||||
Series MM
(19)
|
$
|
30,000,000
|
0
|
$
|
30,000,000
|
|||||||
Series NN
(20)
|
$
|
30,000,000
|
0
|
$
|
30,000,000
|
|||||||
Series OO
(21)
|
$
|
30,000,000
|
0
|
$
|
30,000,000
|
|||||||
Series PP
(22)
|
$
|
25,000,000
|
0
|
$
|
25,000,000
|
|||||||
Tortoise Preferred Shares:
|
||||||||||||
Series D MRP Shares
(23)
|
$
|
85,000,000
|
0
|
$
|
85,000,000
|
|||||||
Series E MRP Shares
(24)
|
$
|
80,000,000
|
0
|
$
|
80,000,000
|
(1) |
The Series J notes mature on December 19, 2019 and bear a fixed interest rate of 3.30%.
|
(2) |
The Series K notes mature on December 19, 2022 and bear a fixed interest rate of 3.87%.
|
(3) |
The Series L notes mature on December 19, 2024 and bear a fixed interest rate of 3.99%.
|
(4) |
The Series O notes mature on September 27, 2020 and bear a fixed interest rate of 3.78%.
|
(5) |
The Series P notes mature on September 27, 2023 and bear a fixed interest rate of 4.39%.
|
(6) |
The Series R notes mature on January 22, 2022 and bear a fixed interest rate of 3.77%.
|
(7) |
The Series S notes mature on January 22, 2023 and bear a fixed interest rate of 3.99%.
|
(8) |
The Series T notes mature on January 22, 2024 and bear a fixed interest rate of 4.16%.
|
(9) |
The Series Y notes mature on June 14, 2020 and bear a fixed interest rate of 2.77%.
|
(10) |
The Series Z notes mature on June 14, 2021 and bear a fixed interest rate of 2.98%.
|
(11) |
The Series AA notes mature on June 14, 2025 and bear a fixed interest rate of 3.48%.
|
(12) |
The Series CC notes mature on September 27, 2019 and bear a fixed interest rate of 3.48%.
|
(13) |
The Series DD notes mature on September 27, 2022 and bear a fixed interest rate of 4.21%.
|
(14) |
The Series FF notes mature on November 20, 2023 and bear a fixed interest rate of 4.16%.
|
(15) |
The Series II notes mature on December 18, 2022 and bear a fixed interest rate of 3.22%.
|
(16) |
The Series JJ notes mature on December 18, 2023 and bear a fixed interest rate of 3.34%.
|
(17) |
The Series KK notes mature on December 18, 2025 and bear a fixed interest rate of 3.53%.
|
(18) |
The Series LL notes mature on June 14, 2020 and bear a floating interest rate of 3-month LIBOR plus 1.20%. As discussed elsewhere in this prospectus, the potential effect of a transition away from LIBOR on the Company or our
credit facilities cannot yet be determined.
|
(19) |
The Series MM notes mature on June 14, 2025 and bear a floating interest rate of 3-month LIBOR plus 1.25%. As discussed elsewhere in this prospectus, the potential effect of a transition away from LIBOR on the Company or our
credit facilities cannot yet be determined.
|
(20) |
The Series NN notes mature on June 14, 2025 and bear a fixed interest rate of 3.20%.
|
(21) |
The Series OO notes mature on April 9, 2026 and bear a fixed interest rate of 3.27%.
|
(22) |
The Series PP notes mature on September 25, 2027 and bear a fixed interest rate of 3.33%.
|
(23) |
The Series D MRP Shares have a mandatory redemption date of December 17, 2021 and pay distributions at an annual rate of 4.010%. Each share has a liquidation preference of $10.00.
|
(24) |
The Series E MRP Shares have a mandatory redemption date of December 17, 2024 and pay distributions at an annual rate of 4.340%. Each share has a liquidation preference of $10.00.
|
|
• |
Pipeline Entities
. Pipeline entities are common carrier transporters of natural gas, natural gas liquids (primarily propane, ethane, butane and natural gasoline), crude oil or
refined petroleum products (gasoline, diesel fuel and jet fuel). Pipeline entities also may operate ancillary businesses such as storage and marketing of such products. Revenue is derived from capacity and transportation fees.
Historically, pipeline output has been less exposed to cyclical economic forces due to its low cost structure and government-regulated nature. In addition, most pipeline entities have limited direct commodity price exposure because
they do not own the product being shipped.
|
|
• |
Gathering and Processing Entities
. Gathering and processing entities are gatherers and processors of natural gas, as well as providers of transportation, fractionation and storage
of natural gas liquids (“NGLs”). Revenue is derived from providing services to natural gas producers, which require treatment or processing before their natural gas commodity can be marketed to utilities and other end user markets.
Revenue for the processor may be fee based or tied to the prices of the natural gas and NGL commodities.
|
|
• |
Propane Entities
. Propane entities are distributors of propane to homeowners for space and water heating. Revenue is derived from the resale of the commodity on a margin over
wholesale cost. The ability to maintain margin is a key to profitability. Propane serves approximately 3% of the household energy needs in the United States, largely for homes beyond the geographic reach of natural gas distribution
pipelines. Approximately 70% of annual cash flow is earned during the winter heating season (October through March). Accordingly, volumes are weather dependent, but have utility type functions similar to electricity and natural gas.
|
|
• |
Coal Entities
. Coal entities own, lease and manage coal reserves. Revenue is derived from production and sale of coal, or from royalty payments related to leases to coal
producers. Electricity generation is the primary use of coal in the United States. Demand for electricity and supply of alternative fuels to generators are the primary drivers of coal demand. Coal entities are subject to operating
and production risks, such as: the entity or a lessee meeting necessary production volumes; federal, state and local laws and regulations which may limit the ability to produce coal; the entity’s ability to manage production costs
and pay mining reclamation costs; and the effect on demand that the Clean Air Act standards have on coal end-users.
|
|
• |
Marine Shipping Entities
. Marine shipping entities are primarily marine transporters of natural gas, crude oil or refined petroleum products. Marine shipping entities derive
revenue from charging customers for the transportation of these products utilizing the entities’ vessels. Transportation services are typically provided pursuant to a charter or contract, the terms of which vary depending on, for
example, the length of use of a particular vessel, the amount of cargo transported, the number of voyages made, the parties operating a vessel or other factors.
|
|
• |
issue senior securities, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;
|
|
• |
borrow money, except as permitted by the 1940 Act and the rules and interpretive positions of the SEC thereunder;
|
|
• |
make loans, except by the purchase of debt obligations, by entering into repurchase agreements or through the lending of portfolio securities and as otherwise permitted by the 1940 Act and the rules and interpretive positions of
the SEC thereunder;
|
|
• |
concentrate (invest 25% or more of total assets) our investments in any particular industry, except that we will concentrate our assets in the group of industries constituting the energy infrastructure sector;
|
|
• |
underwrite securities issued by others, except to the extent that we may be considered an underwriter within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), in the disposition of restricted securities held
in our portfolio;
|
|
• |
purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, except that we may invest in securities or other instruments backed by real estate or securities of companies that invest
in real estate or interests therein; and
|
|
• |
purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except that we may purchase or sell options and futures contracts or invest in securities or other instruments
backed by physical commodities.
|
|
• |
Under normal circumstances, we invest at least 70% and up to 100% of our total assets in equity securities issued by MLPs and other midstream entities. Equity securities currently consist of common and preferred stock, limited
partner interest, convertible securities, warrants and depository receipts of companies that are organized as corporations, limited liability companies (LLCs) or limited partnerships, MLP common units and convertible subordinated
units, and common units, subordinated units and preferred units of LLCs.
|
|
• |
We may invest up to 30% of our total assets in restricted securities, primarily through direct placements. Subject to this policy, we may invest without limitation in illiquid securities. The types of restricted securities that
we may purchase include securities of private energy infrastructure companies and privately issued securities of publicly traded energy infrastructure companies. Restricted securities, whether issued by public companies or private
companies, are generally considered illiquid. The aggregate of all of our investments in private companies that do not have any publicly traded shares or units are limited to 5% of our total assets.
|
|
• |
We may invest up to 25% of our total assets in debt securities of energy infrastructure companies, including certain securities rated below investment grade (“junk bonds”). Below investment grade debt securities will be rated at
least B3 by Moody’s and at least B− by S&P at the time of purchase, or comparably rated by another statistical rating organization or if unrated, determined to be of comparable quality by the Adviser.
|
|
• |
We will not invest more than 10% of our total assets in any single issuer.
|
|
• |
We will not engage in short sales.
|
|
• |
We may write covered call options, up to 10% of our total assets.
|
Common Units (for
MLPs taxed as
partnerships)
|
Convertible
Subordinated Units
(for MLPs taxed as
partnerships)
|
|||||
Voting Rights
|
Limited to certain significant decisions; no annual election of directors
|
Same as common units
|
||||
Dividend Priority
|
First right to minimum quarterly distribution (“MQD”) specified in Partnership Agreement; arrearage rights
|
Second right to MQD; no arrearage rights; may be paid in additional units
|
||||
Dividend Rate
|
Minimum set in partnership agreement; participate pro rata with subordinated units after both MQDs are met
|
Equal in amount to common units; participate pro rata with common units above the MQD
|
||||
Trading
|
Listed on NYSE, NYSE MKT LLC or NASDAQ National Market
|
Not publicly traded
|
||||
Federal Income Tax Treatment
|
Generally, ordinary income to the extent of taxable income allocated to holder; distributions are tax-free return of capital to extent of holder’s basis; remainder as capital gain
|
Same as common units
|
||||
Type of Investor
|
Retail; creates unrelated business taxable income for tax-exempt investor; investment by regulated investment companies limited to 25% of total assets
|
Same as common units
|
||||
Liquidity Priority
|
Intended to receive return of all capital first
|
Second right to return of capital; pro rata with common units thereafter
|
||||
Conversion Rights
|
None
|
Typically one-to-one ratio into common units
|
(1) |
Some energy infrastructure companies in which we may invest have been organized as LLCs. Such companies are generally treated in the same manner as MLPs for federal income tax purposes. Common units of LLCs have similar
characteristics as those of MLP common units, except that LLC common units typically have voting rights with respect to the LLC and LLC common units held by management are not entitled to increased percentages of cash distributions
as increased levels of cash distributions are received by the LLC. The characteristics of LLCs and their common units are more fully discussed below.
|
Management Fee
|
0.95
|
%
|
||
Other Expenses (excluding current and deferred income tax expenses)
|
0.08
|
%
|
||
Subtotal
|
1.03
|
%
|
||
Interest Payments on Borrowed Funds (includes issuance costs and interest rate swaps)
|
0.86
|
%
|
||
Distribution Payments on Preferred Stock (includes issuance costs)
|
0.34
|
%
|
||
Total Leverage Costs
|
1.20
|
%
|
||
Total Annual Expenses (as a percentage of Managed Assets) (excluding current and deferred income tax expenses)
|
2.23
|
%
|
Counterparty
|
Effective
Date
|
Maturity
Date
|
Notional
Amount
|
Fixed Rate
Paid by
the
Company
|
Floating Rate
Received by
the Company
|
||||||||
The Bank of Nova Scotia
|
09/02/2011
|
09/02/2021
|
$
|
10,000,000
|
2.381
|
%
|
1-month U.S. Dollar LIBOR
|
Title of Security
|
Aggregate Principal
Amount/Liquidation
Preference
|
Remaining
Term of Rate
Period
|
Interest/Dividend Rate
per Annum
|
||||||
Tortoise Notes:
|
|||||||||
Series J
|
$
|
15,000,000
|
1.1 years through 12/19/19
|
3.30
|
%
|
||||
Series K
|
$
|
10,000,000
|
4.1 years through 12/19/22
|
3.87
|
%
|
||||
Series L
|
$
|
20,000,000
|
6.1 years through 12/19/24
|
3.99
|
%
|
||||
Series O
|
$
|
15,000,000
|
1.8 years through 9/27/20
|
3.78
|
%
|
||||
Series P
|
$
|
12,000,000
|
4.8 years through 9/27/23
|
4.39
|
%
|
||||
Series R
|
$
|
25,000,000
|
3.1 years through 1/22/22
|
3.77
|
%
|
||||
Series S
|
$
|
10,000,000
|
4.1 years through 1/22/23
|
3.99
|
%
|
||||
Series T
|
$
|
25,000,000
|
5.1 years through 1/22/24
|
4.16
|
%
|
||||
Series Y
|
$
|
12,500,000
|
1.5 years through 6/14/20
|
2.77
|
%
|
||||
Series Z
|
$
|
12,500,000
|
2.5 years through 6/14/21
|
2.98
|
%
|
||||
Series AA
|
$
|
10,000,000
|
6.5 years through 6/14/25
|
3.48
|
%
|
||||
Series CC
|
$
|
15,000,000
|
0.8 years through 9/27/19
|
3.48
|
%
|
||||
Series DD
|
$
|
13,000,000
|
3.8 years through 9/27/22
|
4.21
|
%
|
||||
Series FF
|
$
|
10,000,000
|
5.0 years through 11/20/23
|
4.16
|
%
|
||||
Series II
|
$
|
10,000,000
|
4.1 years through 12/18/2022
|
3.22
|
%
|
||||
Series JJ
|
$
|
20,000,000
|
5.1 years through 12/18/2023
|
3.34
|
%
|
||||
Series KK
|
$
|
10,000,000
|
7.1 years through 12/18/2025
|
3.53
|
%
|
||||
Series LL
|
$
|
20,000,000
|
3 months
|
3.53
|
%
|
||||
Series MM
|
$
|
30,000,000
|
3 months
|
3.58
|
%
|
||||
Series NN
|
$
|
30,000,000
|
6.5 years through 6/14/2025
|
3.20
|
%
|
||||
Series OO
|
$
|
30,000,000
|
7.4 years through 4/9/2026
|
3.27
|
%
|
||||
Series PP
|
$
|
25,000,000
|
8.8 years through 9/25/2027
|
3.33
|
%
|
||||
Tortoise Preferred Shares:
|
|||||||||
Series D MRP Shares
|
$
|
85,000,000
|
3.0 years through 12/17/21
|
4.01
|
%
|
||||
Series E MRP Shares
|
$
|
80,000,000
|
6.1 years through 12/17/24
|
4.34
|
%
|
||||
Unsecured Revolving Credit Facility
|
$
|
44,100,000
|
3.55
|
%
|
|||||
Unsecured Revolving Credit Facility
|
$
|
63,000,000
|
3.55
|
%
|
|||||
$
|
652,100,000
|
Assumed Portfolio Return (net of expenses)
|
−10
|
%
|
−5
|
%
|
0
|
%
|
5
|
%
|
10
|
%
|
||||||||||
Corresponding Common Share Return
|
−19.71
|
%
|
−10.89
|
%
|
−2.08
|
%
|
6.74
|
%
|
15.55
|
%
|
|
• |
Processing and coal entities may be directly affected by energy commodity prices. The volatility of commodity prices can indirectly affect certain other midstream entities due to the impact of prices on volume of commodities
transported, processed, stored or distributed. Pipeline entities are not subject to direct commodity price exposure because they do not own the underlying energy commodity. While propane entities do own the underlying energy
commodity, the Adviser seeks high quality MLPs and midstream entities that are able to mitigate or manage direct margin exposure to commodity price levels. The MLP and midstream energy sector can be hurt by market perception that
MLPs and other midstream entities’ performance and distributions are directly tied to commodity prices.
|
|
• |
The profitability of midstream energy entities, particularly processing and pipeline entities, may be materially impacted by the volume of natural gas or other energy commodities available for transporting, processing, storing or
distributing. A significant decrease in the production of natural gas, oil, coal or other energy commodities, due to a decline in production from existing facilities, import supply disruption, depressed commodity prices or
otherwise, would reduce revenue and operating income of midstream energy entities and, therefore, the ability of MLPs and other entities to make distributions to partners or shareholders.
|
|
• |
A sustained decline in demand for crude oil, natural gas and refined petroleum products could adversely affect midstream entity revenues and cash flows. Factors that could lead to a decrease in market demand include a recession
or other adverse economic conditions, an increase in the market price of the underlying commodity, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. Demand may also be
adversely impacted by consumer sentiment with respect to global warming and/or by any state or federal legislation intended to promote the use of alternative energy sources, such as bio-fuels.
|
|
• |
A portion of any one midstream entity’s assets may be dedicated to natural gas reserves and other commodities that naturally deplete over time, which could have a materially adverse impact on an entity’s ability to make
distributions. Often midstream energy entities depend upon exploration and development activities by third parties.
|
|
• |
MLPs and other midstream entities employ a variety of means of increasing cash flow, including increasing utilization of existing facilities, expanding operations through new construction, expanding operations through
acquisitions, or securing additional long-term contracts. Thus, some entities may be subject to construction risk, acquisition risk or other risk factors arising from their specific business strategies. A significant slowdown in
large energy companies’ disposition of energy infrastructure assets and other merger and acquisition activity in the midstream energy industry could reduce the growth rate of cash flows we receive from entities that grow through
acquisitions.
|
|
• |
The profitability of MLPs and other midstream entities could be adversely affected by changes in the regulatory environment. Most midstream energy entities’ assets are heavily regulated by federal and state governments in diverse
matters, such as the way in which certain assets are constructed, maintained and operated and the prices such entities may charge for their services. Such regulation can change over time in scope and intensity. For example, a
particular byproduct of a midstream energy process may be declared hazardous by a regulatory agency and unexpectedly increase production costs. Moreover, many state and federal environmental laws provide for civil as well as
regulatory remediation, thus adding to the potential exposure midstream energy entities may face.
|
|
• |
Energy infrastructure company activities are subject to stringent environmental laws and regulation by many federal, state and local authorities, international treaties and foreign governmental authorities. Failure to comply with
such laws and regulations or to obtain any necessary environmental permits pursuant to such laws and regulations could result in fines or other sanctions. Congress and other domestic and foreign governmental authorities have either
considered or implemented various laws and regulations to restrict or tax certain emissions, particularly those involving air and water emissions. Existing environmental regulations could be revised or reinterpreted, new laws and
regulations could be adopted or become applicable, and future changes in environmental laws and regulations could occur, which could impose significant additional costs. Energy infrastructure companies have made and will likely
continue to make significant capital and other expenditures to comply with these and other environmental laws and regulations. There can be no assurance that such companies would be able to recover all or any increased environmental
costs from their customers or that their business, financial condition or results of operations would not be materially and adversely affected by such expenditures or any changes in domestic or foreign environmental laws and
regulations, in which case the value of these companies’ securities could be adversely affected. In addition, energy companies may be responsible for environmentally-related liabilities, including any on-site liabilities associated
with the environmental condition of facilities that it has acquired, leased or developed, or liabilities from associated activities, regardless of when the liabilities arose and whether they are known or unknown.
|
|
• |
Increased regulatory scrutiny of hydraulic fracturing could result in additional laws and regulations or, potentially, prohibit the action. Hydraulic fracturing is a common practice used by energy companies to stimulate
production of natural gas and/or crude oil from unconventional reservoirs. The process involves the injection of water, sand, and additives under pressure into a targeted subsurface formation. The water and pressure create fractures
in the rock formations, which are held open by the grains of sand, enabling the crude oil or natural gas to flow to the wellbore. Increased regulatory scrutiny of disposal wastewater, which is a byproduct of hydraulic fracturing and
production of unconventional reserves and must be disposed, could result in additional laws or regulations governing such disposal activities.
|
|
• |
Natural risks, such as earthquakes, floods, lightning, hurricanes, tsunamis, tornadoes and wind, are inherent risks in energy infrastructure company operations. For example, extreme weather patterns, such as Hurricane Ivan in
2004 and Hurricanes Katrina and Rita in 2005, the Tohuku earthquake and resulting tsunami in Japan in 2011, Hurricane Sandy in 2012 and Hurricane Harvey in 2017, or the threat thereof, could result in substantial damage to the
facilities of certain companies located in the affected areas and significant volatility in the supply of energy and could adversely impact the prices of the securities in which we invest. This volatility may create fluctuations in
commodity prices and earnings of companies in the energy infrastructure industry.
|
|
• |
A rising interest rate environment could adversely impact the performance of MLPs and other midstream entities. Rising interest rates could limit the capital appreciation of equity units of MLPs and other midstream entities as a
result of the increased availability of alternative investments at competitive yields. Rising interest rates also may increase an entity’s cost of capital. A higher cost of capital could limit growth from acquisition/expansion
projects and limit distribution growth rates.
|
|
• |
Since the September 11, 2001 attacks, the U.S. Government has issued public warnings indicating that energy assets, specifically those related to pipeline infrastructure, production facilities and transmission and distribution
facilities, might be specific targets of terrorist activity. The continued threat of terrorism and related military activity likely will increase volatility for prices in natural gas and oil and could affect the market for products
of MLPs and other midstream energy entities.
|
|
• |
Holders of MLP units are subject to certain risks inherent in the partnership structure of MLPs including (1) tax risks (described below), (2) limited ability to elect or remove management, (3) limited voting rights, except with
respect to extraordinary transactions, and (4) conflicts of interest of the general partner, including those arising from incentive distribution payments.
|
|
• |
Pipeline entities are subject to demand for crude oil or refined products in the markets served by the pipeline, sharp decreases in crude oil or natural gas prices that cause producers to curtail production or reduce capital
spending for exploration activities, and environmental regulation. Demand for gasoline, which accounts for a substantial portion of refined product transportation, depends on price, prevailing economic conditions in the markets
served, and demographic and seasonal factors. Pipeline MLP unit prices are primarily driven by distribution growth rates and prospects for distribution growth. Pipeline entities are subject to regulation by FERC with respect to
tariff rates these companies may charge for pipeline transportation services. An adverse determination by FERC with respect to the tariff rates of a pipeline entity could have a material adverse effect on the business, financial
condition, results of operations and cash flows of that pipeline entity and its ability to make cash distributions to its equity owners. Certain MLPs and midstream entities regulated by the FERC have the right, but are not
obligated, to redeem all of their common units held by an investor who is not subject to U.S. federal income taxation at market value, with the purchase price payable in cash or via a three-year interest-bearing promissory note. In
the event any MLP in which we invest undertakes a redemption of their common units, the financial condition and results of operation of such MLP could be adversely impacted.
|
|
• |
Gathering and processing entities are subject to declines in production of natural gas fields, which utilize the processing facilities as a way to market the gas, prolonged depression in the price of natural gas or crude oil
refining, which curtails production due to lack of drilling activity and declines in the prices of natural gas liquids products and natural gas prices, resulting in lower processing margins.
|
|
• |
Propane entities are subject to earnings variability based upon weather patterns in the locations where the company operates and the wholesale cost of propane sold to end customers. Propane entity equity prices are based on
safety in distribution coverage ratios, interest rate environment and, to a lesser extent, distribution growth.
|
|
• |
Coal entities are subject to demand variability based on favorable weather conditions, strong or weak domestic economy, the level of coal stockpiles in the customer base, and the general level of prices of competing sources of
fuel for electric generation. They also are subject to supply variability based on the geological conditions that reduce productivity of mining operations, regulatory permits for mining activities and the availability of coal that
meets Clean Air Act standards. Demand and prices for coal may also be impacted by current and proposed laws, regulations and/or trends, at the federal, state or local levels, to impose limitations on chemical emissions from
coal-fired power plants and other coal end-users. Any such limitations may reduce the demand for coal produced, transported or delivered by coal entities.
|
|
• |
Marine shipping entities are subject to the demand for, and the level of consumption of, refined petroleum products, crude oil or natural gas in the markets served by the marine shipping entities, which in turn could affect the
demand for tank vessel capacity and charter rates. These entities’ vessels and their cargoes are also subject to the risks of being damaged or lost due to marine disasters, bad weather, mechanical failures, grounding, fire,
explosions and collisions, human error, piracy, and war and terrorism.
|
|
• |
Cash Flow Risk
. We derive substantially all of our cash flow from investments in equity securities of MLPs. The amount of cash that we have available to pay or distribute to
holders of our securities depends entirely on the ability of MLPs whose securities we hold to make distributions to their partners and the tax character of those distributions. We have no control over the actions of underlying MLPs.
The amount of cash that each individual MLP can distribute to its partners will depend on the amount of cash it generates from operations, which will vary from quarter to quarter depending on factors affecting the energy
infrastructure market generally and on factors affecting the particular business lines of the MLP. Available cash will also depend on the MLPs’ level of operating costs (including incentive distributions to the general partner),
level of capital expenditures, debt service requirements, acquisition costs (if any), fluctuations in working capital needs and other factors.
|
|
• |
Tax Risk of MLPs
. Our ability to meet our investment objective will depend on the level of taxable income, dividends and distributions we receive from the MLPs and other
securities of energy infrastructure companies in which we invest, a factor over which we have no control. The benefit we derive from our investment in MLPs depends largely on the MLPs being treated as partnerships for federal income
tax purposes. As a partnership, an MLP has no federal income tax liability at the entity level. If, as a result of a change in current law or a change in an MLP’s business, an MLP were treated as a corporation for federal income tax
purposes, the MLP would be obligated to pay federal income tax on its income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax purposes, the amount of cash available for distribution would
be reduced and the distributions we receive might be taxed entirely as dividend income. Therefore, treatment of one or more MLPs as a corporation for federal income tax purposes could affect our ability to meet our investment
objective and would reduce the amount of cash available to pay or distribute to holders of our securities.
|
|
• |
MLP Tax Audit Risk
. The Internal Revenue Service (“IRS”) may audit the Federal income tax returns of the MLPs. With respect to MLP tax returns for tax years beginning after 2017,
depending on whether the MLP is eligible to make certain elections and whether certain elections are made by the MLP, the MLP may be liable for the additional Federal income tax liabilities attributable to audit adjustments for
prior tax years, including years prior to the time that we owned our interest in the MLP. Thus, the value of our MLP interest may be reduced as a result of improper Federal income tax benefits claimed in years prior to our
ownership.
|
|
• |
Deferred Tax Risks of MLPs
. As a limited partner in the MLPs in which we invest, we will receive a pro rata share of income, gains, losses and deductions from those MLPs.
Historically, a significant portion of income from such MLPs has been offset by tax deductions. We will incur a current tax liability on that portion of an MLP’s income and gains that is not offset by tax deductions and losses. The
percentage of an MLP’s income and gains which is offset by tax deductions and losses will fluctuate over time for various reasons. A significant slowdown in acquisition activity by MLPs held in our portfolio could result in a
reduction of accelerated depreciation generated by new acquisitions, which may result in increased current income tax liability to us.
|
|
• |
There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given covered call option transaction not to achieve its objectives. A
decision as to whether, when and how to use covered calls (or other options) involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful because of market behavior or unexpected events.
|
|
• |
The use of options may require us to sell portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation we can realize on an investment, or may cause us to hold a
security we might otherwise sell. As the writer of a covered call option, we forego, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the exercise
price of the call option, but retain the risk of loss should the price of the underlying security decline. Although such loss would be offset in part by the option premium received, in a situation in which the price of a particular
stock on which we have written a covered call option declines rapidly and materially or in which prices in general on all or a substantial portion of the stocks on which we have written covered call options decline rapidly and
materially, we could sustain material depreciation or loss to the extent we do not sell the underlying securities (which may require it to terminate, offset or otherwise cover our option position as well).
|
|
• |
There can be no assurance that a liquid market will exist when we seek to close out an option position. If we were unable to close out a covered call option that we had written on a security, we would not be able to sell the
underlying security unless the option expired without exercise. Reasons for the absence of a liquid secondary market for exchange-traded options may include, but are not limited to, the following: (i) there may be insufficient
trading interest; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or
series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the trading facilities may not be adequate to handle current trading volume; or (vi) the relevant exchange could
discontinue the trading of options. In addition, our ability to terminate over-the-counter options may be more limited than with exchange-traded options and may involve the risk that counterparties participating in such transactions
will not fulfill their obligations.
|
|
• |
The principal factors affecting the market value of an option include supply and demand, interest rates, the current market price of the underlying security in relation to the exercise price of the option, the dividend or
distribution yield of the underlying security, the actual or perceived volatility of the underlying security and the time remaining until the expiration date. Any of the foregoing could impact or cause to vary over time the amount
of income we are able to generate through our covered call option strategy.
|
|
• |
The number of covered call options we can write is limited by the number of shares of the corresponding common stock we hold. Furthermore, our covered call option transactions may be subject to limitations established by each of
the exchanges, boards of trade or other trading facilities on which such options are traded.
|
|
• |
If we fail to maintain any required asset coverage ratios in connection with any use by us of leverage, we may be required to redeem or prepay some or all of our leverage instruments. Such redemption or prepayment would likely
result in our seeking to terminate early all or a portion of any option transaction. Early termination of an option could result in a termination payment by or to us.
|
|
• |
Credit Risk
. Credit risk is the risk that the market value of debt securities may decline if the issuer or the borrower, or a guarantor, defaults or otherwise becomes unable or unwilling, or
is perceived to be unable or unwilling, to honor its financial obligations, such as making timely payments of principal or interest. We could lose money if the issuer of or borrower under, or a guarantor of, a debt security defaults
or is unable or unwilling to make timely principal or interest payments. The lower quality or unrated securities in which we invest may present increased credit risk as compared to higher rated securities, including the possibility of
default or bankruptcy.
|
|
• |
Extension Risk
. During periods of rising market interest rates, it becomes more expensive for a borrower to refinance its existing debt obligations. During such periods, repayments of debt
securities may occur more slowly than anticipated by the market because the issuer or borrower will prefer to pay interest at a lower rate. This may cause the market prices of such debt securities to decline.
|
|
• |
Interest Rate Risk
. Generally, when market interest rates rise, the values of debt securities decline, and vice versa. Our investment in such securities means that the NAV and market
price of our common stock will tend to decline if market interest rates rise. During periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing us to
reinvest in lower yielding securities. This is known as call or prepayment risk. Lower grade securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may
redeem a lower grade obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. Debt securities with longer maturities tend to be more
sensitive to changes in market interest rates, typically making their prices more volatile than securities with shorter maturities. The Federal Reserve recently raised the federal funds rate several times, and has indicated that it
may continue to do so. Therefore, there is a risk that interest rates will rise, which will likely drive down bond prices.
|
|
• |
Prepayment, Call or Reinvestment Risk
. Many issuers and borrowers have a right to prepay their debt securities prior to the stated maturity date. If market interest rates fall, an issuer
or borrower may exercise this right in order to refinance its debt obligations at a lower rate. In that event, a holder of the issuer’s or borrower’s debt securities will not benefit from the rise in market price that normally
accompanies a decline in market interest rates. Reinvestment risk is the risk that, upon the sale or repayment (at maturity or otherwise) of debt securities we hold, we will be required to reinvest the proceeds in debt securities
paying lower interest rates than the debt securities that were sold or repaid. In this event, our distribution rate may decline. A decline in the income we receive from our investments is likely to have a negative effect on our
market price, net asset value and/or overall return.
|
|
• |
Spread Risk
. Wider credit spreads and decreasing market values typically represent a deterioration of a debt security’s credit soundness and a perceived greater likelihood or risk of
default by the issuer.
|
|
• |
for equity securities, the Accounting Services Provider will first use readily available market quotations and will obtain direct written broker-dealer quotations if a security is not traded on an exchange or
over-the-counter or quotations are not available from an approved pricing service;
|
|
• |
for fixed income securities, the Accounting Services Provider will use readily available market quotations based upon the last sale price of a security on the day we value our assets or a market value from a pricing service
or by obtaining a direct written broker-dealer quotation from a dealer who has made a market in the security; and
|
|
• |
other assets will be valued at market value pursuant to the valuation procedures.
|
|
• |
market conditions;
|
|
• |
the timing of our investments in portfolio securities;
|
|
• |
the securities comprising our portfolio;
|
|
• |
changes in interest rates (including changes in the relationship between short-term rates and long-term rates);
|
|
• |
the amount and timing of the use of borrowings and other leverage by us;
|
|
• |
the effects of leverage on our common stock (discussed above under “Leverage”);
|
|
• |
the timing of the investment of offering proceeds and leverage proceeds in portfolio securities; and
|
|
• |
our net assets and operating expenses.
|
|
• |
the form and title of the security;
|
|
• |
the aggregate liquidation preference of preferred stock;
|
|
• |
the distribution rate of the preferred stock;
|
|
• |
any optional or mandatory redemption provisions;
|
|
• |
any provisions concerning conversion, amortization, sinking funds, and/or retirement;
|
|
• |
any transfer agent, paying agents or security registrar; and
|
|
• |
any other terms of the preferred stock.
|
|
• |
the form and title of the security;
|
|
• |
the aggregate principal amount of the securities;
|
|
• |
the interest rate of the securities;
|
|
• |
the maturity dates on which the principal of the securities will be payable;
|
|
• |
any events of default or covenants;
|
|
• |
any optional or mandatory redemption provisions;
|
|
• |
any provisions concerning conversion, amortization, sinking funds, and/or retirement;
|
|
• |
the trustees, transfer agent, paying agents or security registrar; and
|
|
• |
any other terms of the securities.
|
|
• |
default in the payment of any interest upon a series of debt securities when it becomes due and payable and the continuance of such default for 30 days;
|
|
• |
default in the payment of the principal of, or premium on, a series of debt securities at its stated maturity;
|
|
• |
default in the performance, or breach, of any covenant or warranty of ours in any document governing the Tortoise Notes, and continuance of such default or breach for a period of 90 days after written notice has been given
to us;
|
|
• |
certain voluntary or involuntary proceedings involving us and relating to bankruptcy, insolvency or other similar laws;
|
|
• |
if, on the last business day of each of twenty-four consecutive calendar months, the debt securities have a 1940 Act asset coverage of less than 100%; or
|
|
• |
any other “event of default” provided with respect to a series, including a default in the payment of any redemption price payable on the redemption date.
|
|
• |
DTC notifies us that it is unwilling or unable to continue as a depository and we do not appoint a successor within 60 days;
|
|
• |
we, at our option, notify the appropriate party in writing that we elect to cause the issuance of notes in definitive form; or
|
|
• |
an event of default has occurred and is continuing.
|
|
• |
the names and addresses of any agents, underwriters or dealers;
|
|
• |
any sales loads or other items constituting underwriters’ compensation;
|
|
• |
any discounts, commissions, or fees allowed or paid to dealers or agents;
|
|
• |
the public offering or purchase price of the offered securities and the net proceeds we will receive from the sale; provided, however, that we will not receive any of the proceeds from a sale of our common stock by any
selling stockholder; and
|
|
• |
any securities exchange on which the offered securities may be listed.
|
|
• |
An overallotment in connection with an offering creates a short position in the common stock for the underwriter’s own account.
|
|
• |
An underwriter may place a stabilizing bid to purchase the common stock for the purpose of pegging, fixing, or maintaining the price of the common stock.
|
|
• |
Underwriters may engage in syndicate covering transactions to cover overallotments or to stabilize the price of the common stock by bidding for, and purchasing, the common stock or any other securities in the open market in
order to reduce a short position created in connection with the offering.
|
|
• |
The managing underwriter may impose a penalty bid on a syndicate member to reclaim a selling concession in connection with an offering when the common stock originally sold by the syndicate member is purchased in syndicate
covering transactions or otherwise.
|
Page
|
|
Investment Limitations
|
S-1
|
Investment Objective and Principal Investment Strategies
|
S-3
|
Management of the Company
|
S-16
|
Net Asset Value
|
S-28
|
Portfolio Transactions
|
S-30
|
Certain Federal Income Tax Matters
|
S-31
|
Proxy Voting Policies
|
S-38
|
Independent Registered Public Accounting Firm
|
S-39
|
Administrator and Custodian
|
S-39
|
Internal Accountant
|
S-39
|
Additional Information
|
S-39
|
Financial Statements
|
S-39
|
Appendix A – Rating of Investments
|
A-1
|
|
• |
We may invest up to 30% of our total assets in restricted securities, primarily through direct placements. Subject to this policy, we may invest without limitation in illiquid securities. The types of restricted securities
that we may purchase include securities of private energy infrastructure companies and privately issued securities of publicly traded energy infrastructure companies. Restricted securities, whether issued by public companies
or private companies, are generally considered illiquid. The aggregate of all our investments in private companies that do not have any publicly traded shares or units are limited to 5% of our total assets.
|
|
• |
We may invest up to 25% of our total assets in debt securities of energy infrastructure companies, including securities rated below investment grade (commonly referred to as “junk bonds”). Below investment grade debt
securities will be rated at least B3 by Moody’s Investors Service, Inc. (“Moody’s”) and at least B- by Standard & Poor’s Ratings Group (“S&P”) at the time of purchase, or comparably rated by another statistical rating
organization or if unrated, determined to be of comparable quality by the Adviser. We currently have no specific maturity policy with respect to debt securities.
|
|
• |
We will not invest more than 10% of total assets in any single issuer.
|
|
• |
We will not engage in short sales.
|
|
• |
We may write covered call options, up to 10% of our total assets.
|
|
• |
increased price sensitivity to changing interest rates and to a deteriorating economic environment;
|
|
• |
greater risk of loss due to default or declining credit quality;
|
|
• |
adverse company specific events are more likely to render the issuer unable to make interest and/or principal payments; and
|
|
• |
if a negative perception of the below investment grade debt market develops, the price and liquidity of below investment grade debt securities may be depressed. This negative perception could last for a significant period
of time.
|
Name and
Age*
|
Position(s)
Held
With
Company
and Length of
Time Served
|
Principal Occupation During
Past Five Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Director
(1)
|
Other Public
Company
Directorships
Held During
Past
Five Years
|
||||
Independent
Directors
|
||||||||
Conrad S.
Ciccotello
(Born 1960)
|
Class I Director;
Director since 2003
|
Professor and the Director, Reiman School of Finance, University of Denver (faculty member since 2017); Associate Professor and Chairman of the Department of Risk Management and Insurance, Director of the Asset and Wealth
Management Program, Robinson College of Business, Georgia State University (1999-2017); Investment Consultant to the University System of Georgia for its defined contribution retirement plan (2008-2017); Formerly Faculty Member,
Pennsylvania State University (1997-1999); Published a number of academic and professional journal articles on investment company performance and structure, with a focus on MLPs.
|
7
|
CorEnergy Infrastructure Trust, Inc.; Peachtree Alternative Strategies Fund
|
||||
Rand C. Berney
(Born 1955)
|
Class II Director;
Director since January 1, 2014
|
Executive-in-Residence and Professor for Professional Ethics Course, College of Business Administration, Kansas State University since 2012; Formerly Senior Vice President of Corporate Shared Services of ConocoPhillips from 2009
to 2012, Vice President and Controller of ConocoPhillips from 2002 to 2009, and Vice President and Controller of Phillips Petroleum Company from 1997 to 2002; Member of the Oklahoma Society of CPAs, the Financial Executive
Institute, American Institute of Certified Public Accountants, the Institute of Internal Auditors and the Institute of Management Accountants.
|
6
|
None
|
Name and
Age*
|
Position(s)
Held
With
Company
and Length of
Time Served
|
Principal Occupation During
Past Five Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Director
(1)
|
Other Public
Company
Directorships
Held During
Past
Five Years
|
||||
Jennifer Paquette
|
Class II Director, Director since May 18, 2018
|
Retired in 2017; Previously Chief Investment Officer of the Public Employees’ Retirement Association of Colorado (“Colorado PERA”) from 2003 to 2017; Held various positions within Colorado PERA from 1999 to 2003 and 1995 to 1996;
Formerly Vice-President Institutional Account Executive at Merrill Lynch, Pierce, Fenner & Smith from 1991 to 1994; Vice President, Portfolio Manager and Analyst at Alliance Capital Management from 1987 to 1991; Portfolio
Assistant and Assistant at Mitchell Hutchins Asset Management from 1985 to 1987; CFA charterholder.
|
6
|
None
|
||||
Alexandra A.
Herger
(Born 1957)
|
Class III Director;
Director since January 1, 2015
|
Retired in 2014; Previously interim vice president of exploration for Marathon Oil and director of international exploration and new ventures for Marathon Oil from 2008 to 2014; Held various positions with Shell Exploration and
Production Co. between 2002 and 2008; Member of the Society of Exploration Geophysicists, the American Association of Petroleum Geologists, the Houston Geological Society and the Southeast Asia Petroleum Exploration Society; Member
of the 2010 Leadership Texas/Foundation for Women’s Resources since 2010; Director of Panoro Energy ASA, an international independent oil and gas company listed on the Oslo Stock Exchange.
|
6
|
None
|
||||
Interested
Directors and
Officers
(2)
|
||||||||
H. Kevin Birzer
(Born 1959)
|
Class III Director;
Director and Chairman of the Board since 2003
|
Member of the Board of Directors of the Adviser; Managing Director of the Adviser and member of the Investment Committee of the Adviser since 2002; Director and Chairman of the Board of TEAF since its inception in March 2019;
Director and Chairman of the Board of each of the Company, TPZ, NTG, TTP and NDP since its inception, and of each of TYY and TYN from its inception until its merger into the Company effective June 23, 2014; CFA charterholder.
|
6
|
None
|
Name and
Age*
|
Position(s)
Held
With
Company
and Length of
Time Served
|
Principal Occupation During
Past Five Years
|
Number of
Portfolios in
Fund
Complex
Overseen by
Director
(1)
|
Other Public
Company
Directorships
Held During
Past
Five Years
|
||||
P. Bradley Adams
(Born 1960)
|
Chief Executive Officer since June 30, 2015; Principal Financial Officer and Treasurer since May 18, 2017.
|
Managing Director of the Adviser since January 2013; Director of Financial Operations of the Adviser from 2005 to January 2013; Chief Executive Officer of NTG, TPZ, TTP and NDP since June 30, 2015; Principal Financial Officer
andTreasurer of NTG, TPZ, TTP and NDP since May 2017; Chief Executive Officer, Chief Financial Officer and Treasurer of TEAF since its inception; Chief Executive Officer, Principal Financial Officer and Treasurer of TSIFX since its
inception; Chief Financial Officer of the Company from May 2011 to June 30, 2015, of NTG from 2010 to June 30, 2015, of TPZ from May 2011 to June 30, 2015, of each of TTP and NDP from its inception to June 30, 2015, and of each of
TYY and TYN from May 2011 to June 23, 2014.
|
N/A
|
None
|
||||
Matthew G.P.
Sallee
(Born 1978)
|
President since June 30, 2015
|
Senior Portfolio Manager of the Adviser since February 2019; Managing Director of the Adviser since January 2014; Member of the Investment Committee of the Adviser since June 30, 2015; Portfolio Manager of the Adviser from July
2013 to January 2019; CFA charterholder.
|
N/A
|
None
|
||||
Nicholas S.
Holmes
(Born 1985)
|
Vice President since June 30, 2015
|
Director and Portfolio Manager of the Adviser since January 2019; Investment Analyst of the Adviser from January 2015 to December 2018; Research Analyst of the Adviser from January 2012 through December 2014; Vice President of
NTG since June 30, 2015. CFA charterholder.
|
N/A
|
None
|
||||
Shobana Gopal
(Born 1962)
|
Vice President since June 30, 2015
|
Director, Tax of the Adviser since January 2013; Vice President of each of TPZ, NTG, TTP and NDP since June 30, 2015; Vice President of TEAF since its inception; Vice President of TSIFX since its inception.
|
N/A
|
None
|
||||
Diane Bono
(Born 1958)
|
Chief Compliance Officer since June 2006; Secretary since May 2013
|
Managing Director of the Adviser since January 2018; Chief Compliance Officer of the Adviser since June 2006; Chief Compliance Officer of each of TPZ, NTG, TTP and NDP since its inception, and of each of TYY and TYN from June
2006 to June 23, 2014; Chief Compliance Officer and Secretary of TEAF since its inception; Chief Compliance Officer and Secretary of TSIFX since its inception; Secretary of each of the Company, TPZ, NTG, TTP and NDP since May 2013,
and of each of TYY and TYN from May 2013 to June 23, 2014.
|
N/A
|
None
|
(1) |
This number includes TPZ, NTG, TTP, NDP and the Company, and Tortoise Essential Assets Inc. (“TEAF”), which was launched in March 2019. Our Adviser also serves as the investment adviser to TPZ, NTG, TTP, NDP, TEAF and two
open-end investment companies. For Mr. Ciccotello, this number also includes the Tortoise Tax-Advantaged Social Infrastructure Fund, Inc. (“TSIFX”), whose investment adviser is an affiliate of our Adviser.
|
(2) |
As a result of their respective positions held with our Adviser or its affiliates, these individuals are considered “interested persons” within the meaning of the 1940 Act.
|
Name and Position With
the Company
|
Aggregate
Compensation From
the Company
|
Aggregate
Compensation
From
the Company
and Fund
Complex
Paid to
Directors**
|
||||||
Independent Directors
|
||||||||
Conrad S. Ciccotello
|
$
|
48,100
|
$
|
196,600
|
||||
Rand C. Berney
|
$
|
46,100
|
$
|
171,600
|
||||
Charles E. Heath*
|
$
|
17,497
|
$
|
65,722
|
||||
Alexandra A. Herger
|
$
|
46,100
|
$
|
171,600
|
||||
Jennifer Paquette*
|
$
|
28,603
|
$
|
105,878
|
Name of Director
|
Aggregate Dollar Range of
Company Securities
Beneficially Owned By
Director*
|
Aggregate Dollar Range of
Equity Securities in all
Registered Investment
Companies Overseen by
Director in Family of
Investment Companies**
|
||||||
Independent Directors
|
||||||||
Conrad S. Ciccotello
|
Over $100,000
|
Over $100,000
|
||||||
Rand C. Berney
|
$
|
10,001-$50,000
|
$
|
50,001-$100,000
|
||||
Alexandra A. Herger
|
$
|
1-$10,000
|
$
|
10,001-$50,000
|
||||
Jennifer Paquette
|
$
|
1-$10,000
|
$
|
10,001-$50,000
|
||||
Interested Director
|
||||||||
H. Kevin Birzer
|
Over $100,000
|
Over $100,000
|
Shares Held
|
Percentage of
Outstanding
Shares
|
|
National Financial Services LLC
245 Summer Street
Boston, MA 02210
|
7,496,295
|
13.98%
|
Morgan Stanley
Morgan Stanley Smith Barney LLC*
1585 Broadway
New York, NY 10036
|
7,233,699
|
13.49%
|
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105
|
6,100,665
|
11.37%
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, NY 10036
|
4,687,188
|
8.74%
|
Shares Held
|
Percentage of
Outstanding
Shares
|
|
Babson Capital Management LLC*
470 Atlantic Ave
Boston, MA 02210-2208
|
4,600,000
|
27.9%
|
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
|
||
Voya Financial, Inc.**
230 Park Ave.
14th Floor,
New York, NY 10169
|
2,700,000
|
16.4%
|
The Guardian Life Insurance Company of America***
7 Hanover Square
New York, NY 10004
|
2,100,000
|
12.7%
|
Knights of Columbus****
One Columbus Plaza
New Haven, CT 06510
|
2,100,000
|
12.7%
|
Principal Global Investors, LLC*****
Principal Life Insurance Company
RGA Reinsurance Company
711 High Street, G-26
Des Moines, IA 50392
|
1,800,000
|
10.9%
|
Teachers Insurance and Annuity Association of America****
730 Third Avenue
New York, NY 10017
|
1,400,000
|
8.5%
|
Athene Asset Management, L.P.******
Athene Annuity and Life Company
Royal Neighbors of America
7700 Mills Civic Parkway
West Des Moines, IA 50266
|
1,360,000
|
8.2%
|
(*) |
Information based on Schedule 13G amendment filed on January 7, 2015. Babson Capital Management LLC reports that, in its capacity as investment adviser, it has sole voting and dispositive power with respect to the 4,600,000
shares of Mandatory Redeemable Preferred Stock held in certain advisory accounts owned (directly or indirectly) by affiliated entities and therefore may be deemed to beneficially own such shares. Babson Capital Management LLC
is a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), the direct beneficial owner of 4,415,000 shares of Mandatory Redeemable Preferred Stock. In addition, C.M. Life Insurance Company, a
wholly-owned subsidiary of MassMutual, owns 185,000 shares of Mandatory Redeemable Preferred Stock, which therefore may be deemed to be indirectly owned by MassMutual.
|
(**) |
Information based on a Schedule 13G filed on February 13, 2015. The Schedule 13G was filed by Voya Financial, Inc. as the ultimate parent corporation of the following entities, each of which is a direct or indirect wholly
owned subsidiary of Voya Financial, Inc.: Voya Retirement Insurance and Annuity Company, Voya Insurance and Annuity Company, ReliaStar Life Insurance Company, Security Life of Denver Insurance Company, ReliaStar Life Insurance
Company of New York and Voya Investment Management, LLC (as investment adviser to the foregoing subsidiaries). Voya Financial, Inc. reports that it has sole voting and dispositive power over the shares listed in the table
above.
|
(***) |
Information based on a Schedule 13G amendment filed on January 13, 2017. The Guardian Life Insurance Company of America reports that it has sole voting and dispositive power over the shares listed in the table above.
|
(****) |
Information based on a Securities Purchase Agreement dated October 9, 2014.
|
(*****) |
Information based on a Securities Purchase Agreement dated October 9, 2014 through which Principal Global Investors, LLC obtained beneficial ownership of shares on behalf of Principal Life Insurance Company and RGA
Reinsurance Company.
|
(******) |
Information based on a Securities Purchase Agreement dated October 9, 2014 through which Athene Asset Management, L.P. obtained beneficial ownership of shares on behalf of Athene Asset and Life Company and Royal Neighbors
of America in its capacity as investment adviser.
|
Name of Manager
|
Number of
Accounts
|
Total Assets of
Accounts
|
Number of
Accounts
Paying a
Performance
Fee
|
Total Assets of
Accounts Paying
a Performance
Fee
|
||||||||||||
Brian A. Kessens
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
6,525,397,279
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
$
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
186,199,450
|
|||||||||||
James R. Mick
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
6,525,397,279
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
$
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
186,199,450
|
|||||||||||
Matthew G.P. Sallee
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
6,525,397,279
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
$
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
186,199,450
|
|||||||||||
Robert J. Thummel, Jr.
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
6,525,397,279
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
$
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
186,199,450
|
Stephen Pang
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
6,525,397,279
|
0
|
—
|
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
$
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
186,199,450
|
|||||||||||
Brett Jergens
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
6,525,397,279
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
$
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
186,199,450
|
|||||||||||
Nicholas S. Holmes
|
||||||||||||||||
Registered investment companies
|
9
|
$
|
6,525,397,279
|
0
|
—
|
|||||||||||
Other pooled investment vehicles
|
15
|
$
|
856,630,585
|
0
|
$
|
—
|
||||||||||
Other accounts
|
951
|
$
|
6,992,554,006
|
1
|
186,199,450
|
Name of Manager
|
Aggregate Dollar Range of
Company
Securities Beneficially Owned by
Manager
|
|||
Brian A. Kessens
|
$
|
10,001 - $50,000
|
||
James R. Mick
|
$
|
1 - $10,000
|
||
Matthew G.P. Sallee
|
$
|
100,001 - $500,000
|
||
Robert J. Thummel, Jr.
|
$
|
10,001 - $50,000
|
||
Stephen Pang
|
$
|
10,001 - $50,000
|
||
Brett Jergens
|
$
|
10,001 - $50,000
|
||
Nicholas S. Holmes
|
$
|
10,001 - $50,000
|
a. |
the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
|
b. |
the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or
|
c. |
Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a distressed debt exchange.
|
a. |
the selective payment default on a specific class or currency of debt;
|
b. |
the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
|
c. |
the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or
|
d. |
execution of a distressed debt exchange on one or more material financial obligations.
|
Item 25: |
Financial Statements and Exhibits
|
a.1. |
Articles of Amendment and Restatement.
1
|
a.2. |
Articles of Amendment.
10
|
a.3. |
Articles of Amendment
13
|
a.4. |
Articles Supplementary relating to Series D and Series E Mandatory Redeemable Preferred Shares.
13
|
b.1. |
Amended and Restated Bylaws.
12
|
c. |
None.
|
d.1. |
Form of Common Share Certificate.
5
|
d.2. |
Form of Preferred Stock Certificate.
6
|
d.3. |
Form of Note.
5
|
d.4. |
Form of Fitch Rating Guidelines.
13
|
e. |
Terms and Conditions of the Dividend Reinvestment and Cash Purchase Plan.
4
|
f. |
Not applicable.
|
g.1. |
Investment Advisory Agreement with Tortoise Capital Advisors, L.L.C.
22
|
g.2. |
Fee Waiver Agreement.
9
|
g.3 |
First Amendment to Fee Waiver Agreement.
22
|
h.1. |
Form of Underwriting Agreement relating to Common Stock.
5
|
h.2. |
Form of Underwriting Agreement relating to Notes.
5
|
h.3. |
Form of Purchase Agreement for Direct Placement of Common Stock.
6
|
h.4. |
Form of Placement Agency Agreement for Direct Placement of Common Stock.
6
|
h.5. |
Controlled Equity Offering Sales Agreement dated April 23, 2012.
9
|
h.6. |
First Amendment to Controlled Equity Offering Sales Agreement dated November 27, 2013.
12
|
h.7. |
Second Amendment to Controlled Equity Offering Sales Agreement dated October 1, 2015.
15
|
h.8. |
Third Amendment to Controlled Equity Offering Sales Agreement dated October 16, 2015.
16
|
h.9. |
Fourth Amendment to Controlled Equity Offering Sales Agreement dated May 19, 2016.
18
|
h.10. |
Fifth Amendment to Controlled Equity Offering Sales Agreement dated December 12, 2017.
21
|
h.1` |
Sixth Amendment to Controlled Equity Offering Sales Agreement dated April 27, 2018.
24
|
i. |
None.
|
j.1. |
Custody Agreement.
8
|
j.2. |
First Amendment to Custody Agreement.
8
|
j.3. |
Second Amendment to Custody Agreement.
20
|
k.1. |
Stock Transfer Agency Agreement.
2
|
k.2. |
Fee and Service Schedule to Stock Transfer Agency Agreement.
13
|
k.3. |
First Addendum to Stock Transfer Agency Agreement.
13
|
k.4. |
Fund Administration Servicing Agreement.
2
|
k.5. |
First Amendment to Fund Administration Servicing Agreement.
7
|
k.6. |
Second Amendment to Fund Administration Servicing Agreement.
8
|
k.7. |
Fund Accounting Servicing Agreement.
7
|
k.8. |
First Amendment to Fund Accounting Servicing Agreement.
8
|
k.9. |
DTC Representation Letter relating to Preferred Stock and Notes.
3
|
k.10. |
Amended and Restated Credit Agreement with U.S. Bank.
13
|
k.11. |
First Amendment to U.S. Bank Credit Agreement.
13
|
k.12. |
Second Amendment to U.S. Bank Credit Agreement.
14
|
k.13. |
Third Amendment to U.S. Bank Credit Agreement.
20
|
k.14. |
Fourth Amendment to U.S. Bank Credit Agreement.*
|
k.15. |
Fifth Amendment to U.S. Bank Credit Agreement.*
|
k.16. |
Credit Agreement with Bank of Nova Scotia.
13
|
k.17. |
First Amendment to Bank of Nova Scotia Credit Agreement.
13
|
k.18. |
Second Amendment to Bank of Nova Scotia Credit Agreement.
19
|
|
k.19. |
Third Amendment to Bank of Nova Scotia Credit Agreement.*
|
k.20 |
Fourth Amendment to Bank of Nova Scotia Credit Agreement.*
|
k.21. |
Note Purchase Agreement dated September 27, 2013.
11
|
k.22. |
Note Purchase Agreement dated November 23, 2013.
25
|
k.23. |
Assumption Agreement dated June 23, 2014.
13
|
k.24. |
Note Purchase and Private Shelf Agreement dated December 18, 2014.
13
|
k.25. |
Note Purchase Agreement dated April 2, 2015.
13
|
k.26. |
Confirmation of Acceptance dated April 9, 2015.
13
|
k.27. |
Confirmation of Acceptance dated September 25, 2017.
23
|
l. |
Opinion of Venable LLP with respect to issuances of common stock, preferred stock and debt securities.
25
|
m. |
Not applicable.
|
n. |
Consent of Ernst & Young LLP.*
|
o. |
Not applicable.
|
p. |
Not applicable.
|
q. |
None.
|
r.1. |
Code of Ethics for the Registrant.
25
|
r.2. |
Code of Ethics for the Adviser.
25
|
s.1. |
Powers of Attorney.
25
|
s.2. |
Form of Prospectus Supplement for Common Stock Offerings.
17
|
s.3. |
Form of Prospectus Supplement for Debt Offerings.
17
|
s.4. |
Form of Prospectus Supplement for Preferred Stock Offerings.
17
|
(*) |
Filed herewith.
|
(1) |
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on January 30, 2004 (File Nos. 333-110143 and 811-21462).
|
(2) |
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on June 28, 2004 (File Nos. 333-114545 and 811-21462).
|
(3) |
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on April 1, 2005 (File Nos. 333-122350 and 811-21462).
|
(4) |
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on March 6, 2007 (File Nos. 333-140457 and 811-21462).
|
(5) |
Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on September 14, 2007 (File Nos. 333-146095 and 811-21462).
|
(6) |
Incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on January 25, 2008 (File Nos. 333-146095 and 811-21462).
|
(7) |
Incorporated by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on February 12, 2008 (File Nos. 333-146095 and 811-21462).
|
(8) |
Incorporated by reference to Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on March 1, 2011 (File Nos. 333-165006 and 811-21462).
|
(9) |
Incorporated by reference to Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-2, filed on April 23, 2012 (File Nos. 333-165006 and 811-21462).
|
(10) |
Incorporated by reference to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-2, filed on December 4, 2012 (File Nos. 333-165006 and 811-21462).
|
(11) |
Incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-2, filed on October 30, 2013 (File Nos. 333-165006 and 811-21462).
|
(12) |
Incorporated by reference to Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-2, filed on November 27, 2013 (File Nos. 333-165006 and 811-21462).
|
(13) |
Incorporated by reference to Post-Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-2, filed on April 27, 2015 (File Nos. 333-146095 and 811-21462).
|
(14) |
Incorporated by reference to Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-2, filed on August 3, 2015 (File Nos. 333-146095 and 811-21462).
|
(15) |
Incorporated by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-2, filed on October 1, 2015 (File Nos. 333-146095 and 811-21462).
|
(16) |
Incorporated by reference to Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-2, filed on December 18, 2015 (File Nos. 333-146095 and 811-21462).
|
(17) |
Incorporated by reference to Registrant’s Registration Statement on Form N-2, filed on March 4, 2016 (File Nos. 333-209946 and 811-21462).
|
(18) |
Incorporated by reference to the Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on May 19, 2016 (File Nos. 333-209946 and 811-21462).
|
(19) |
Incorporated by reference to the Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on November 10, 2016 (File Nos. 333-209946 and 811-21462).
|
(20) |
Incorporated by reference to the Post-Effective Amendment No. 6 to Registrant’s Registration Statement on Form N-2, filed on August 22, 2017 (File Nos. 333-209946 and 811-21462).
|
(21) |
Incorporated by reference to the Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-2, filed on December 12, 2017 (File Nos. 333-209946 and 811-21462).
|
(22) |
Incorporated by reference to the Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-2, filed on December 12, 2017 (File Nos. 333-209946 and 811-21462).
|
(23) |
Incorporated by reference to the Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-2, filed on December 12, 2017 (File Nos. 333-209946 and 811-21462).
|
(24) |
Incorporated by reference to the Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-2, filed on April 27, 2018 (File Nos. 333-209946 and 811-21462).
|
(25) |
Incorporated by reference to the Registrant’s Registration Statement on Form N-2, filed on April 9, 2019 (File Nos. 333-230789 and 811-21462).
|
Item 26: |
Marketing Arrangements
|
Item 27: |
Other Expenses and Distribution
|
Securities and Exchange Commission Fees
|
$
|
45,450
|
||
Directors’ Fees and Expenses
|
6,500
|
|||
Printing (other than certificates)
|
108,000
|
|||
Accounting fees and expenses
|
139,000
|
|||
Legal fees and expenses
|
115,000
|
|||
NYSE listing fees
|
52,500
|
|||
Rating Agency Fees
|
35,000
|
|||
FINRA fees
|
10,000
|
|||
Miscellaneous
|
25,000
|
|||
Total
|
$
|
536,450
|
*
|
Item 28. |
Persons Controlled by or Under Common Control
|
Item 29. |
Number of Holders of Securities
|
Title of Class
|
Number of Record
Holders
|
|||
Common Shares ($0.001 par value)
|
86
|
|||
Preferred Stock (Liquidation Preference $10.00 per share)
|
13
|
|||
Debt ($380,000,000 aggregate principal amount)
|
34
|
Item 30.
|
Indemnification
|
Item 31. |
Business and Other Connections of Investment Adviser
|
Item 32. |
Location of Accounts and Records
|
Item 33. |
Management Services
|
Item 34. |
Undertakings
|
Tortoise Energy Infrastructure Corporation
|
||
By:
|
/s/ P. Bradley Adams
|
|
P. Bradley Adams, Chief Executive Officer
|
/s/ P. Bradley Adams
|
Chief Executive Officer and Principal
Financial Officer
|
June 21, 2019
|
P. Bradley Adams
|
(Principal Executive Officer and Principal
Financial Officer)
|
|
/s/ Rand C. Berney
*
|
Director
|
June 21, 2019
|
Rand C. Berney
|
||
/s/ H. Kevin Birzer
*
|
Director
|
June 21, 2019
|
H. Kevin Birzer
|
||
/s/ Conrad S. Ciccotello
*
|
Director
|
June 21, 2019
|
Conrad S. Ciccotello
|
||
/s/ Charles E. Heath
*
|
Director
|
June 21, 2019
|
Charles E. Heath
|
||
/s/ Alexandra Herger
*
|
Director
|
June 21, 2019
|
Alexandra Herger
|
||
/s/ Jennifer Paquette
*
|
Director
|
June 21, 2019
|
Jennifer Paquette
|
Fourth Amendment to U.S. Bank Credit Agreement.
|
|
Fifth Amendment to U.S. Bank Credit Agreement.
|
|
Consent of Ernst & Young LLP.
|
Creditor:
|
/s/ LEB
|
(US Bank)
|
||
Creditor:
|
/s/ KC
|
(Bank of Nova Scotia)
|
||
Creditor:
|
/s/ AJ
|
(Bank of America)
|
Debtor:
|
/s/ PBA
|
TORTOISE ENERGY INFRASTRUCTURE
|
||
CORPORATION,
|
||
the Borrower
|
||
By:
|
/s/ P. Bradley Adams | |
Name: P. Bradley Adams
|
||
Title: Chief Executive Officer
|
U.S. BANK NATIONAL ASSOCIATION,
|
||
as Agent and as a Bank
|
||
By:
|
/s/ Lucas Bross
|
|
Name: Lucas Bross
|
||
Title: Vice President
|
THE BANK OF NOVA SCOTIA,
|
||
as a Bank
|
||
By:
|
/s/ Kevin Chan
|
|
Name: Kevin Chan
|
||
Title: Director
|
BANK OF AMERICA, N.A.,
|
||
as a Bank
|
||
By:
|
/s/ Alok Jain
|
|
Name: Alok Jain
|
||
Title: Senior Vice President
|
|
(1) |
Revolving Credit Loans
. Interest on each advance of a Revolving Credit Loan hereunder shall accrue at an annual rate equal to, at the Borrower’s election, (i) the Libor Rate plus 1.10% or (ii) the Daily Reset Libor Rate plus
1.10%, as the Borrower shall specify, pursuant to
Section 3.7(a)
below.
|
|
(2) |
Swingline Loans
. Interest on each advance of a Swingline Loan hereunder shall accrue at an annual rate equal to the Daily Reset Libor Rate plus 1.10%.
|
Creditor:
|
/s/ LEB
|
(US Bank)
|
||
Creditor:
|
/s/ KC
|
(Bank of Nova Scotia)
|
||
Creditor:
|
/s/ AJ
|
(Bank of America)
|
Debtor:
|
/s/ PBA
|
|
TORTOISE ENERGY INFRASTRUCTURE
CORPORATION,
|
||
the Borrower
|
||
By:
|
/s/ P. Bradley Adams
|
|
Name: P. Bradley Adams
|
||
Title: Chief Financial Officer
|
U.S. BANK NATIONAL ASSOCIATION,
|
||
as Agent and as a Bank
|
||
By:
|
/s/ Lucas Bross
|
|
Name: Lucas Bross
|
||
Title: Vice President
|
THE BANK OF NOVA SCOTIA,
|
||
as a Bank
|
||
By:
|
/s/ Kevin Chan
|
|
Name: Kevin Chan
|
||
Title: Director
|
BANK OF AMERICA, N.A.,
|
||
as a Bank
|
||
By:
|
/s/ Alok Jain
|
|
Name: Alok Jain
|
||
Title: Senior Vice President
|
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
|