Highland Income Fund’s $145 Million Preferred Share Offering

Simpson Thacher represented the underwriters, led by Morgan Stanley & Co. LLC, in connection with the public offering by Highland Income Fund (the “Trust”).

Highland Income Fund offered 5,800,000 shares of 5.375% Series A Cumulative Preferred Shares (including shares sold pursuant to the underwriters’ option to purchase additional shares), with a liquidation preference of $25 per share. The offering raised aggregate gross proceeds of $145 million.

The Trust is a closed-end, non-diversified management investment company registered under the Investment Company Act of 1940. The Trust’s objective is to provide a high level of current income, consistent with the preservation of capital, and it invests at least 25% of its assets in investments in securities or other instruments directly or indirectly secured by real estate, including REITs, preferred equity, securities convertible into equity securities and mezzanine debt. The Trust’s common shares trade on the New York Stock Exchange under the symbol “HFRO.” The Trust’s investment adviser is Highland Capital Management Fund Advisors, L.P.

The offering was led by Morgan Stanley & Co. LLC, with additional participation from Jefferies LLC.

The Simpson Thacher team for the transaction included Mark Brod (Picture) and Patrick McCamy (Capital Markets); David Blass, Ben Wells, Lucie Enns and Evan Hunt (Registered Funds); Jeanne Annarumma (Executive Compensation and Employee Benefits); Jennie Getsin (FINRA and Blue Sky); and Jonathan Cantor (Tax).

Involved fees earner: Jeanne Annarumma – Simpson Thacher & Bartlett; David Blass – Simpson Thacher & Bartlett; Mark Brod – Simpson Thacher & Bartlett; Jonathan Cantor – Simpson Thacher & Bartlett; Lucie Enns – Simpson Thacher & Bartlett; Jennie Getsin – Simpson Thacher & Bartlett; Patrick McCamy – Simpson Thacher & Bartlett; Benjamin Wells – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Jefferies; Morgan Stanley;