UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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TORTOISE PIPELINE & ENERGY FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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Lovell Minnick and Tortoise Management to Acquire Tortoise
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October 18, 2017
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Tortoise Investments and Lovell Minnick Partners announced the signing of a definitive agreement for a buyout of Tortoise. Lovell Minnick is joined by Tortoise management and a premier group of institutional investors, including HarbourVest Partners, AlpInvest Partners, and several additional limited partners, who are supporting the transaction.
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As part of the transaction, ongoing management and employees are expected to meaningfully increase their ownership of Tortoise. Employees will retain a significant equity interest, with many investing additional capital alongside Lovell Minnick, who will purchase the equity stake held by Mariner Holdings and retiring co-founders of Tortoise. Following the transaction, ongoing Tortoise management and employees are expected to own approximately one-third of Tortoise. Terms of the private transaction are not being disclosed.
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We believe this partnership will enhance Tortoise’s long-held commitment to attract and retain top talent through meaningful employee ownership and alignment. We also believe that this partnership will deepen our financial flexibility to facilitate strategic growth, which also provides opportunities to develop and retain employees. Most importantly, we will remain focused on our goal of delivering strong returns to our clients while providing top quality service.
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Tortoise will maintain its independence and autonomy with its brand, investment processes and day-to-day portfolio management remaining unchanged. Members of Tortoise’s senior management and its portfolio managers have signed long-term employment agreements to remain with Tortoise. Three co- founders Zachary Hamel, Kenneth Malvey and Terry Matlack, will sell their remaining interests in Tortoise and will retire from Tortoise.
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Mariner has been a great partner to Tortoise over the past eight years. This transaction will allow Mariner to reallocate capital to focus on their inorganic growth strategy and initiatives and its core business, Mariner Wealth Advisors. Mariner remains dedicated to the asset management firms within their family of companies.
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Tortoise fund shareholder fees and expenses will not increase as a result of this transaction. There will be no increase in the investment advisory fee paid by any of the Tortoise funds, and the funds will not bear any of the transaction costs.
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© 2017 Tortoise
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www.tortoiseinvest.com
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Page 2
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Lovell Minnick Partners is a private equity firm, founded in 1999. They have a tenured team that brings a deep knowledge base and operational expertise, investing in more than 20 asset management portfolio companies during their history. Lovell Minnick has a very strong track record investing in financial services companies, including through the most recent financial downturn. Currently, they have investments in a number of industry-leading asset management companies including Matthews International Capital Management, CenterSquare Investment Management, Trea Asset Management and 361 Capital. Previous investments include ALPS, AssetMark, Duff & Phelps and numerous others.
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Independent directors and the full boards of Tortoise’s registered funds have approved new advisory agreements for the transaction. The transaction is subject to standard regulatory, client and fund shareholder approvals. Special shareholder meetings have been scheduled for the registered funds on Dec. 21, 2017. Consent letters will be sent to other clients. The deal is expected to close by the end of the first quarter of 2018.
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© 2017 Tortoise
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www.tortoiseinvest.com
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