Tortoise Energy Infrastructure Board Approves Terms For Issuing Transferable Rights to Shareholders
Tortoise Energy Infrastructure Corp TYG | 0.00 |
The rights offering (the "Offer") is designed to provide existing stockholders with the opportunity to subscribe for additional shares of Common Stock at a discount to market price, while supporting the Company's ability to capitalize on a growing opportunity set across energy and power infrastructure.
After considering a number of factors, including potential benefits and costs, the Board and Tortoise Capital Advisors, L.L.C. the Company's investment adviser (the "Adviser") have determined that the Offer will benefit both the Company and its stockholders and increase the assets of the Company available to take advantage of existing investment opportunities, consistent with the Company's investment objective of seeking a high level of total return with an emphasis on current distributions paid to stockholders.
"We believe we are entering a period of significant investment opportunity driven by rising electricity demand, AI and data center growth, and continued expansion of U.S. energy infrastructure," said Matt Sallee, Head of Investments of Tortoise Capital.
"Following several years of strategic actions to strengthen and simplify the platform, we believe the Company is well positioned to grow from a position of strength. This offering allows our stockholders to participate in that opportunity at an attractive entry point while enhancing the Company's scale and long-term return potential," said Mark Marifian, Head of Product.
Strategic Rationale for the Offer
After careful consideration, the Board and the Adviser have determined that the Offer is in the best interests of the Company and its stockholders.
The Adviser believes this is an attractive time to raise additional capital given the expanding opportunity set across energy and power infrastructure, supported by several long-term secular tailwinds:
Rising electricity demand driven by artificial intelligence (AI), data centers and electrification
Increasing need for reliable power generation, transmission and grid infrastructure
Growing U.S. natural gas and liquefied natural gas (LNG) demand domestically and globally
Compelling valuation opportunities across energy and power infrastructure companies
The Offer is expected to provide several potential benefits to stockholders, including:
Portfolio opportunities: Potential to enhance long-term net asset value ("NAV") total return
Tax Efficiency: Ability for the Company to deploy capital into new opportunistic investments without selling existing portfolio holdings
Benefit for Stockholders: The ability to invest additional capital at a discount to market price
Lower Expense Ratio: Improved scale, which may reduce the Company's expense ratio over time
Enhanced Liquidity: Potential for increased trading volume and liquidity of the Company's common stock
Positioning the Offer Within the Company's Evolution
Over the past several years, the Company has undergone a series of strategic initiatives designed to enhance scale, simplify the platform and improve long-term stockholder value, including mergers with affiliated funds and active management of the Company's capital structure.
As a result of these efforts, the Company has strengthened its market positioning and trading dynamics. Closed-end funds in the energy infrastructure sector have historically traded at discounts to net asset value; however, TYG has recently traded at a premium to NAV, reflecting improved investor demand and confidence in the Company's strategy and positioning.
The Adviser believes the current market environment, combined with the Company's enhanced scale and positioning, creates an attractive opportunity to raise additional capital in a manner intended to benefit both existing and new stockholders.
Key Terms of the Offer
Rights Distribution: Stockholders of record as of the Record Date will receive one Right for each share of Common Stock held
Subscription Ratio: Three Rights are required to purchase one new share of Common Stock (1-for-3)
Subscription Price: The subscription price (the "Subscription Price") will be determined on the expiration date, currently expected to be June 17, 2026 (the "Expiration Date"), unless extended
The Subscription Price will equal 92.5% of the average of the last reported sales price on the NYSE on the Expiration Date and the four preceding trading days
The Subscription Price will not be less than 90% of the average of the Company's NAV per share on the Expiration Date and the four preceding trading days
Over-Subscription Privilege: Record Date stockholders who fully exercise their Rights may subscribe for additional shares not subscribed for by other Rights holders, subject to pro rata allocation
Transferability: The Rights are expected to trade on the NYSE, initially when issued on May 19, 2026 under the symbol "TYG RTWI" and then under the symbol "TYG RT" during the regular way trading during the remainder of the subscription period
Fractional shares will not be issued. Stockholders owning fewer than three shares will be entitled to subscribe for one full share.
Calculation of the Subscription Price based on the average of the Company's NAV per share on the Expiration Date and the four preceding trading days differs from the calculation of the Subscription Price in prior rights offerings by funds managed by the Adviser, which were based on the NAV per share on the Expiration Date only.
Distributions
The Company has declared a regular May monthly distribution payable on May 29, 2026 to stockholders of record on May 22, 2026. Shares issued pursuant to the Offer will not be entitled to receive this distribution.
The Company expects to continue making monthly distributions; however, distributions are subject to Board approval and there can be no assurance as to the amount or timing of future distributions.
