Page 4 of 22 – SEC Filing
This
Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed on June 21, 2017 (the
“Original Schedule 13D,” together with this Amendment No. 1, the “Schedule 13D”) with respect to the shares
of common stock, $0.01 per share (the “Shares”), of First Trust Strategic High Income Fund II (the “Issuer”).
Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule
13D. This Amendment No. 1 amends Items 4, 6, and 7 as set forth below.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: |
| On August 17, 2017, certain members of the Saba Entities and Saba Capital (collectively, the “Saba Parties”) entered into a settlement agreement (the “Settlement Agreement”) with the Issuer (together with the Saba Parties, the “Settlement Parties”) whereby the Settlement Parties agreed, among other things, and subject to certain conditions, that the Board of Trustees (the “Board”) of the Issuer will prior to or during the week of August 28, 2017 cause the Issuer to commence a tender offer to purchase for cash 15% of its outstanding Shares subject to certain terms and conditions (the “Tender Offer”). In addition, the Saba Parties agreed to tender 100% of its then-owned Shares of the Issuer in the Tender Offer. The Saba Parties also agreed to abide by certain customary standstill provisions, such provisions to last until the earlier of (a) January 20, 2020 and (b) such date that the Issuer determines, due to certain conditions not fully within the Issuer’s control, not to commence the Tender Offer, which such date shall not occur later than September 30, 2017 (the “Standstill Period”). The standstill provisions provide that the Saba Parties agree to cause all Shares beneficially owned by them to be present for quorum purposes and to be voted in favor of the trustees nominated by the board of trustees of the Issuer for election or other business that may come before any shareholder meeting during the Standstill Period, subject to certain exceptions. The foregoing summary of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is presented substantially in the form of the Settlement Agreement, attached hereto as Exhibit 2 to this Schedule 13D and incorporated by reference herein. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: |
| The Saba Parties are party to the Settlement Agreement, which is incorporated by reference herein. |
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