Goldman Sachs Asset Management (“GSAM”), investment adviser for the Goldman Sachs MLP Income Opportunities Fund (GMZ) and Goldman Sachs MLP and Energy Renaissance Fund (GER) (together, the “Funds”), announced today that the Board of Trustees of each Fund (together, the “Board”) has approved an Agreement and Plan of Reorganization (the “Plan of Reorganization”) providing for the reorganization of GMZ with and into GER (the “Reorganization”), to be considered by shareholders of the Funds at a joint special meeting of shareholders expected to be held in the third quarter of 2020.
At the joint special meeting, the shareholders of GMZ will be asked to approve the Plan of Reorganization and the shareholders of GER will be asked to approve the issuance of shares by GER in connection with the Reorganization. The Board and GSAM believe that the Reorganization is in the best interests of the shareholders of each Fund. Details regarding the factors considered by the Board in connection with the Reorganization are contained in proxy materials that will be sent to the shareholders of each Fund.
“While it has been an extremely difficult time in the energy space, we believe we are taking the correct steps in order to best deliver long-term value to investors,” said Portfolio Manager Kyri Loupis.
The key terms of the Reorganization, subject to shareholder approval, include:
- GMZ will transfer of all of its assets to GER in exchange for shares of GER having an aggregate net asset value (“NAV”) equal to the NAV of GMZ as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the business day immediately preceding the closing date and the assumption by GER of all of the liabilities of GMZ. Shares of GER received by GMZ will be distributed to the shareholders of GMZ in complete liquidation of GMZ.
- As the surviving Fund, the investment objective, strategies and restrictions of GER will remain unchanged.
- The Reorganization is expected to qualify as a tax-free event and as a result, shareholders of GMZ and GER are not expected to recognize a gain or loss for federal income tax purposes as a result of the Reorganization (except any gain or loss that may result from the receipt of cash in lieu of fractional shares).
It is currently anticipated that the Reorganization will conclude in the third calendar quarter of 2020, subject to obtaining GMZ and GER stockholder approval, compliance with all regulatory requirements and satisfaction of customary closing conditions.
The Funds intend to file with the U.S. Securities and Exchange Commission (“SEC”) a joint proxy statement/prospectus on Form N-14 that will be provided to shareholders of each Fund as of the record date. When available, the joint proxy statement/prospectus will describe in detail the terms of the Reorganization and the proposals being submitted to shareholders of each Fund, as applicable.
SHAREHOLDERS OF THE FUNDS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE REORGANIZATION. INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, FEES AND EXPENSES OF THE FUNDS CAREFULLY.
Shareholders may obtain free copies of the joint proxy statement/prospectus and other documents (when they become available) filed with the SEC at the SEC's web site at www.sec.gov. In addition, free copies of the joint proxy statement/prospectus and other documents filed with the SEC may also be obtained after the joint proxy statement/prospectus becomes effective by directing a request to a Fund by calling toll free 1-855-807-2742 or by mail at such Fund, c/o Goldman Sachs Funds, P.O. Box 06050, Chicago, Illinois 60606-6306. Alternatively, if your shares are held with certain banks, trust companies, brokers, dealers, investment advisers and other financial intermediaries (each, an “Authorized Institution”), you may contact your Authorized Institution.
Each Fund is a non-diversified, closed-end management investment company managed by GSAM’s Energy & Infrastructure Team, which is among the industry’s largest master limited partnership (“MLP”) investment groups. The Goldman Sachs MLP Income Opportunities Fund began trading on the NYSE on November 26, 2013, and the Goldman Sachs MLP and Energy Renaissance Fund began trading on the NYSE on September 26, 2014.
Each Fund seeks a high level of total return with an emphasis on current distributions to shareholders. The Goldman Sachs MLP Income Opportunities Fund invests primarily in MLP investments. The Goldman Sachs MLP and Energy Renaissance Fund invests primarily in MLPs and other energy investments. Each Fund currently expects to concentrate its investments in the energy sector, with an emphasis on midstream MLP investments. The Goldman Sachs MLP and Energy Renaissance Fund invests across the energy value chain, including upstream, midstream and downstream investments.
About Goldman Sachs Asset Management, L.P.
GSAM is the asset management arm of The Goldman Sachs Group, Inc. (NYSE: GS), and supervises $1.66 trillion as of March 31, 2020.1 GSAM has been providing discretionary investment advisory services since 1988 and has investment professionals in all major financial centers around the world. The company offers investment strategies across a broad range of asset classes to institutional and individual clients globally. Founded in 1869, Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals.
1 Assets Under Supervision (AUS) includes assets under management and other client assets for which Goldman Sachs does not have full discretion.
Shares of closed-end investment companies frequently trade at a discount from their net asset value (“NAV”), which may increase investors’ risk of loss. At the time of sale, an investor’s shares may have a market price that is above or below NAV, and may be worth more or less than the original investment. There is no assurance that a Fund will meet its investment objective. Past performance does not guarantee future results. Investments in securities of MLPs involve risks that differ from investments in common stock, including among others risks related to limited control and limited rights to vote on matters affecting MLPs, potential conflicts of interest risk, cash flow risks, dilution risks and trading risks.
Goldman Sachs does not provide legal, tax or accounting advice, unless explicitly agreed between you and Goldman Sachs (generally through certain services offered only to clients of Private Wealth Management). Any statement contained in this press release concerning U.S. tax matters is not intended or written to be used and cannot be used for the purpose of avoiding penalties imposed on the relevant taxpayer. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you may disclose to any person the US federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. Investors should be aware that a determination of the tax consequences to them should take into account their specific circumstances and that the tax law is subject to change in the future or retroactively and investors are strongly urged to consult with their own tax advisor regarding any potential strategy, investment or transaction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security. Each Fund has completed its initial public offering. Investors should consider their investment goals, time horizons and risk tolerance before investing in a Fund. An investment in a Fund is not appropriate for all investors, and each Fund is not intended to be a complete investment program. Investors should carefully review and consider a Fund’s investment objective, risks, charges and expenses before investing.
For additional information, please visit the Funds’ website at www.GSAMFUNDS.com/cef.
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Compliance Code: 206533-OTU
Date of First Use: June 10, 2020