Priority Income Fund Seeks to Amend Charter in Prep for Public Listing
Priority Income Fund, a non-traded closed-end fund, has filed its definitive proxy statement, asking stockholders to amend its charter in preparation for listing its common shares on a public exchange.
The amended charter would impose certain transferability restrictions on the fund’s stockholders in the 270-day period following the prospective listing event. These restrictions are, according to the company, meant to mitigate volatility in the stock price.
The proposed restrictions would limit investors’ ability to transfer or sell shares without approval from the fund’s board beyond several thresholds: 25% of the common stock held by the stockholder for the first 90 days following the listing event; an additional 25% of the common stock held by the stockholder for the first 180 days following the listing event; and an additional 25% of the common stock held by the stockholder for the first 270 days following the listing event.
The documentation to shareholders says the fund listing is anticipated prior to Dec. 31, 2026.
In May 2025, AltsWire reported that the fund had completed its quarterly share repurchase offer, repurchasing approximately 60% of shares tendered by each shareholder at a net asset value of $7.17 per share as of April 30, 2025. The repurchase program, designed to offer to buy back 2.5% of outstanding shares quarterly, saw demand significantly outstrip the offer, with approximately 4% of outstanding shares tendered.
In the spring, Priority Income Fund announced its intention to pursue a public listing, a move that – according to the company – would provide greater liquidity for shareholders in the future.
In preparation for listing, the fund suspended its offering of common shares on May 1, and engaged Lucid Capital Markets LLC as an adviser.
Launched in 2013, Priority Income Fund invests primarily in collateralized loan obligation securities and reported over $900 million in total assets as of Dec. 31, 2024.
Like Priority Income Fund, FS Specialty Lending Fund – a non-traded business development company formerly known as FS Energy and Power Fund – is also seeking shareholder approval with the aim of listing on a national securities exchange by the end of the year.
The fund – sponsored by Future Standard, formerly known as FS Investments – desires to convert the BDC into a registered closed-end fund. This conversion will be structured as a merger, or reorganization, of the current fund into a newly formed entity: New FS Specialty Lending Fund. Post-reorganization, the successor fund plans to adopt the FS Specialty Lending Fund name and seek listing under the ticker symbol “FSSL,” subject to market conditions and final board approval.
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