Sec Form 13D Filing - MetLife Investment Management LLC filing for NEUBERGER BERMAN HIGH YID STRA (NHS) - 2020-10-27

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. n/a )*

NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND INC.

(Name of Issuer)

Mandatory Redeemable Preferred Shares Series C

(TITLE OF CLASS OF SECURITIES)

64128C 4*4

(CUSIP Number)

MetLife Investment Management, LLC

One MetLife Way

Whippany, New Jersey 07981

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

                                         August 4, 2020                                

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D

CUSIP No. 64128C 4*4

 

1.          

Names of Reporting Persons

 

MetLife Investment Management, LLC                                                                                                          82-2405817

 

2.  

Check the Appropriate Box if a member of a Group (see instructions)

 

a.        _

b.        _*

 

3.  

SEC Use Only __________________________________________

 

4.  

Source of Funds (See Instructions): WC

 

5.

 

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).

 

6.

 

Citizenship or Place of Organization

 

 

DE

 

Number of Shares

Beneficially Owned by Each Reporting Person With:

   7.        

Sole Voting Power: 0

 

   8.   

Shared Voting Power: 7,600,000

 

   9.   

Sole Dispositive Power: 0

 

   10.   

Shared Dispositive Power: 7,600,000

 

11.          

Aggregate Amount Beneficially Owned by Each Reporting Person: 7,600,000 (See Item 5 below)

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11): 100% (See Item 5 below)

 

14.  

Type of Reporting Person (See Instructions)

 

            IA

*The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.


SCHEDULE 13D

CUSIP No. 64128C 4*4

 

  1.        

Names of Reporting Persons

 

Metropolitan Life Insurance Company  ;                               13-5581829

  2.  

Check the Appropriate Box if a member of a Group (see instructions)

 

a.          

b.        *

 

  3.  

SEC Use Only                                                                          

 

  4.  

Source of Funds (See Instructions): WC

 

  5.  

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).     

 

  6.  

Citizenship or Place of Organization

 

        NY

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

 

 

     7.         

Sole Voting Power: 0

 

     8.   

Shared Voting Power: 4,960,000

 

     9.   

Sole Dispositive Power: 0

 

   10.   

Shared Dispositive Power: 4,960,000

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person: 4,960,000

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11): 65.26%

 

14.  

Type of Reporting Person (See Instructions)

 

        IC

*The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.


SCHEDULE 13D

CUSIP No. 64128C 4*4

 

  1.        

Names of Reporting Persons

 

MetLife Reinsurance Company of Charleston                                     20-5819518

  2.  

Check the Appropriate Box if a member of a Group (see instructions)

 

a.          

b.        *

 

  3.  

SEC Use Only                                                                          

 

  4.  

Source of Funds (See Instructions): WC

 

  5.  

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).     

 

  6.  

Citizenship or Place of Organization

 

        SC

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

 

 

     7.         

Sole Voting Power: 0

 

     8.   

Shared Voting Power: 1,680,000

 

     9.   

Sole Dispositive Power: 0

 

   10.   

Shared Dispositive Power: 1,680,000

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person: 1,680,000

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11): 22.11%

 

14.  

Type of Reporting Person (See Instructions)

 

        IC

*The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.


SCHEDULE 13D

CUSIP No. 64128C 4*4

 

  1.  

Names of Reporting Persons

 

Metropolitan Tower Life Insurance Company                                 13-3114906

  2.  

Check the Appropriate Box if a member of a Group (see instructions)

 

a.          

b.        *

 

  3.  

SEC Use Only                                                                          

 

  4.  

Source of Funds (See Instructions): WC

 

  5.  

Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e).     

 

  6.  

Citizenship or Place of Organization

 

        NE

 

Number of

shares

beneficially

owned by

each

reporting

person with:

 

 

     7.   

Sole voting power: 0

 

     8.   

Shared Voting Power: 960,000

 

     9.   

Sole Dispositive Power: 0

 

   10.   

Shared Dispositive Power: 960,000

 

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person: 960,000

 

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13.  

Percent of Class Represented by Amount in Row (11): 12.63%

 

14.  

Type of Reporting Person (See Instructions)

 

        IC

*The Reporting Persons are filing this Schedule 13D jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.


Item 1

Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the purchase of mandatory redeemable preferred shares, Series C (“MRP Shares”) of Neuberger Berman High Yield Strategies Fund Inc. (the “Issuer”). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of the MRP Shares by Metropolitan Life (as defined below), MetLife Reinsurance (as defined below) and Metropolitan Tower (as defined below) pursuant to the Master Securities Agreement dated August 3, 2020 (the “Agreement”), among the Issuer, Metropolitan Life, MetLife Reinsurance and Metropolitan Tower for an aggregate purchase price of $95,000,000 (the “Transaction”). The Issuer’s principal executive offices are located at 1290 Avenue of the Americas, New York, New York 10104.

 

Item 2

Identity and Background

(a) This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

  i.

MetLife Investment Management, LLC (“MetLife Investment Management”)

 

  ii.

Metropolitan Life Insurance Company (“Metropolitan Life”)

 

  iii.

MetLife Reinsurance Company of Charleston (“MetLife Reinsurance”)

 

  iv.

Metropolitan Tower Life Insurance Company (“Metropolitan Tower”)

This Statement relates to the MRP Shares that were purchased for the account of Metropolitan Life, MetLife Reinsurance and Metropolitan Tower.

(b) The address of the principal business office of MetLife Investment Management is:

One MetLife Way

Whippany, New Jersey 07981

The address of the principal business office of Metropolitan Life is:

200 Park Avenue

New York, New York 10166

The address of the principal business office of MetLife Reinsurance is:

200 Park Avenue

New York, New York 10166

The address of the principal business office of Metropolitan Tower is:

200 Park Avenue

New York, New York 10166

MetLife Investment Management is wholly owned by MetLife Investment Management Holdings, LLC; however, MetLife Investment Management Holdings, LLC neither controls, nor has the power to control,


the investment decisions that MetLife Investment Management makes for Metropolitan Life, MetLife Reinsurance and Metropolitan Tower and expressly disclaims beneficial ownership of the shares.

(c) MetLife Investment Management Holdings, LLC and its subsidiaries provide global financial services and insurance products. The principal business of MetLife Investment Management is to provide investment management for the MetLife, Inc. insurance subsidiaries and third party institutional clients.

(d) Not applicable.

(e) Not applicable.

(f) Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto.

 

Item 3

Source and Amount of Funds or Other Consideration

The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $95,000,000. The source of funds was the working capital of the Reporting Persons.

 

Item 4

Purpose of the Transaction

(a) Metropolitan Life, MetLife Reinsurance and Metropolitan Tower purchased the MRP Shares for investment purposes in the ordinary course of business and not with the intent to control the Issuer. Metropolitan Life, MetLife Reinsurance and Metropolitan Tower acquired the MRP Shares directly from the Issuer pursuant to the Agreement.

Except to the extent the information provided herein may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5

Interest in Securities of the Issuer

(a) - (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.

This is a joint filing among the Reporting Persons. As a result of the Transaction, the MRP Shares represent 28.00% of the voting securities of the Issuer, which percentage is based on 19,540,585 outstanding common shares, according to information shared by the Issuer in its proxy statement for the annual meeting of stockholders to be held on October 29, 2020. Pursuant to the terms of the Articles Supplementary Creating and Fixing the Rights of the MRP Shares, which are on file with the Maryland Secretary of State and are incorporated by reference herein, the holders of the MRP Shares are entitled to one vote for each MRP Share held by such holder on each matter submitted to a vote of stockholders of the Issuer, and the holders of outstanding shares of preferred stock, including the MRP Shares, and


the holders of outstanding shares of common stock vote together as a single class with respect to such matters; provided, however, that, at any meeting of the stockholders of the Issuer held for the election of directors, the holders of outstanding shares of preferred stock, including the MRP Shares, shall be entitled, as a class, to the exclusion of the holders of all other securities and classes of shares of stock of the Issuer, to elect two directors of the Issuer. The Reporting Persons do not take any responsibility for the accuracy of the information as to the amount of outstanding shares of common stock upon which the foregoing percentage is calculated.

MetLife Investment Management serves as investment adviser to Metropolitan Life, MetLife Reinsurance and Metropolitan Tower and shares voting and investment power with respect to the MRP Shares referenced herein but disclaims beneficial ownership as to such MRP Shares.

(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, MRP Shares that may be deemed to be beneficially owned by the Reporting Persons.

(e) Not applicable.

 

Item 6

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses of the Reporting Persons to Item 4 and Item 5 are incorporated herein by reference.

 

Item 7

Material to be Filed as Exhibits

 

  Exhibit      Description of Exhibit
  99.1      Joint Filing Agreement


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 27, 2020

 

METLIFE INVESTMENT MANAGEMENT, LLC

By:   /s/ Elisabeth H. Bedore
Name:   Elisabeth H. Bedore
Title:   Vice President & MetLife Investment Management, LLC Chief Compliance Officer
METROPOLITAN LIFE INSURANCE COMPANY
By:   /s/ Elisabeth H. Bedore
Name:   Elisabeth H. Bedore
Title:   Vice President & MetLife Investment Management, LLC Chief Compliance Officer

METLIFE REINSURANCE COMPANY OF CHARLESTON

By:   /s/ Elisabeth H. Bedore
Name:   Elisabeth H. Bedore
Title:   Vice President & MetLife Investment Management, LLC Chief Compliance Officer

METROPOLITAN TOWER LIFE INSURANCE COMPANY

By:   /s/ Elisabeth H. Bedore
Name:   Elisabeth H. Bedore
Title:   Vice President & MetLife Investment Management, LLC Chief Compliance Officer


LIST OF EXHIBITS

 

  Exhibit   

        Description of Exhibit

  99.1   

        Joint Filing Agreement


SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF

REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and director of MetLife Investment Management, LLC. The business address of each of the executive officers and directors of MetLife Investment Management, LLC is One MetLife Way Whippany, New Jersey 07981.

 

Appointed Entity

  

Appointment Type

Pollaro, Jr., Joseph

   Director

Merck, Robert

   Manager

Appointed Entity

  

Appointment Type

Budd, Kevin

   Assistant Secretary

Derrig, Ellen

   Assistant Secretary

Ding, William

   Assistant Secretary

Gleason, Mary

   Assistant Secretary

Goldstein, Robert

   Assistant Secretary

Karp, Steven

   Assistant Secretary

Khosla, Deepa

   Assistant Secretary

Lurie, Todd

   Assistant Secretary

Scudder, Daniel

   Assistant Secretary

Smith, Michelle

   Assistant Secretary

Connery, Charles

   Assistant Treasurer

Bedore, Elisabeth

   Chief Compliance Officer

Yick, Michael

   Chief Financial Officer

Goulart, Steven

   President

McCrory, Hugh

   Secretary


The following sets forth the name and present principal occupation of each executive officer and director of Metropolitan Life Insurance Company. The business address of each of the executive officers and directors of Metropolitan Life Insurance Company is 200 Park Avenue, New York, New York 10166.

Metropolitan Life Insurance Company

Executive Officers and Directors

Glenn R. Hubbard, Director

Cheryl W. Grisé, Director

Carlos M. Gutierrez, Director

Gerald L. Hassell, Director

David L. Herzog, Director

Edward J. Kelly III, Director

William E. Kennard, Director

Michel A. Khalaf, Director

Catherine R. Kinney, Director

Diana L. McKenzie, Director

Denise M. Morrison, Director

Mark A. Weinberger, Director

Michel A. Khalaf, President and Chief Executive Officer

Marlene Debel, Executive Vice President and Chief Risk Officer

Stephen W. Gauster, Executive Vice President and General Counsel

Steven J. Goulart, Executive Vice President and Chief Investment Officer

Esther Lee, Executive Vice President, Global Chief Marketing Officer

John D. McCallion, Executive Vice President, Chief Financial Officer

Bill Pappas, Executive Vice President and Head of Global Technology and Operations

Susan Podlogar, Executive Vice President and Chief Human Resources Officer

Ramy Tadros, President, U.S. Business


The following sets forth the name and present principal occupation of each executive officer and director of MetLife Reinsurance Company of Charleston. The business address of each of the executive officers and directors of MetLife Reinsurance Company of Charleston is 200 Park Avenue, New York, New York 10166.

MetLife Reinsurance Company of Charleston

Appointed Entity

  

Appointment Type

Baron, Roberto

   Director

Foggon, Gavin

   Director

Levene, David

   Director

Mackay, Kevin

   Director

Rallis, Andrew

   Director

Reilly, James

   Director

Appointed Entity

  

Appointment Type

Boudreau, Bryan

   Appointed Actuary

Doncov, Stephanie

   Assistant Secretary

Raphael, Robert

   Assistant Secretary

Rallis, Andrew

   Audit Committee—Committee Chairman

Reilly, James

   Audit Committee—Committee Member

Baron, Roberto

   Audit Committee Member

Rallis, Andrew

   Chairman

Scully, Charles

   Executive Vice President and Executive Investment Officer

Baron, Roberto

   President

Buford, Kelli

   Secretary

Boudreau, Bryan

   Senior Vice President

Cranwell, Damien Brian

   Senior Vice President

Ahmed, Zulfigar

   Senior Vice President and Chief Information Security Officer

Redgate, Kevin

   Senior Vice President and Senior Investment Officer

Mackay, Kevin

   Senior Vice President and Treasurer

Hammond, Michael

   Vice President

McClain, Aaron

   Vice President

Connery, Charles

   Vice President and Assistant Treasurer

Reilly, James

   Vice President and Chief Financial Officer

Oldham, Robert

   Vice President and Controller

Montoya, Albert

   Vice President and Investment Officer

Radis, Stephen C.

   Vice President and Investment Officer

Stevens, James

   Vice President and Investment Officer


The following sets forth the name and present principal occupation of each executive officer and director of Metropolitan Tower Life Insurance Company. The business address of each of the executive officers and directors of Metropolitan Tower Life Insurance Company is 200 Park Avenue, New York, New York 10166.

Metropolitan Tower Life Insurance Company

Appointed Entity

  

Appointment Type

Borowski, Michael

   Director

Boudreau, Bryan

   Director

Caldwell, Steven (Doug)

   Director

Cox, Graham Scott

   Director

Mackay, Kevin

   Director

Scully, Charles

   Director

Tadikonda, Rebecca

   Director

Zarcone, Michael

   Director

Appointed Entity

  

Appointment Type

Bedore, Elisabeth

   38a-1 Compliance Officer

Woodward, Linda

   Appointed Actuary

Buford, Kelli

   Assistant Secretary

Doncov, Stephanie

   Assistant Secretary

Cox, Graham Scott

   Audit Committee—Committee Chairman

Boudreau, Bryan

   Audit Committee—Committee Member

Mackay, Kevin

   Audit Committee—Committee Member

Tadikonda, Rebecca

   Audit Committee—Committee Member

St. Amour, Andre

   Chief Agent (Canada)

Caldwell, Steven (Doug)

   Executive Vice President

Zarcone, Michael

   Executive Vice President

Schock, Tamara

   Executive Vice President and Chief Accounting Officer

Scully, Charles

   Executive Vice President, Executive Investment Officer and Chief Hedging Officer

Cox, Graham Scott

   President and Presiding Officer of the Board

Baron, Roberto

   Senior Vice President

Boudreau, Bryan

   Senior Vice President

Brown, Timothy

   Senior Vice President


Appointed Entity

  

Appointment Type

Cranwell, Damien Brian

   Senior Vice President

O'Brien, Timothy

   Senior Vice President

Piechnik, Paul

   Senior Vice President

Pina, Jeannette

   Senior Vice President

Schuster, Thomas

   Senior Vice President

Sakoulas, Michael

   Senior Vice President and Chief Financial Officer

Ahmed, Zulfigar

   Senior Vice President and Chief Information Security Officer

Huang, Sean

   Senior Vice President and Senior Investment Officer

Redgate, Kevin

   Senior Vice President and Senior Investment Officer

Varughese, Philip

   Senior Vice President and Senior Investment Officer

Barth, Clea

   Vice President

Bruen, James

   Vice President

Conley, Jodi

   Vice President

Fradkin, Geoffrey

   Vice President

Gordon, Kim

   Vice President

Hioki, Mari

   Vice President

Hirschberg, Alan

   Vice President

Koransky, Howard

   Vice President

Kremer, Christopher

   Vice President

McClain, Aaron

   Vice President

Model, Sabrina

   Vice President

Moore, Melissa

   Vice President

Plohr-Memming, Melissa

   Vice President

Rafaloff, Roberta

   Vice President

Wang, Jay

   Vice President

Bedore, Elisabeth

   Vice President and Chief Compliance Officer

Harker, Heather

   Vice President and Chief Legal Officer

Cocolla, Antonio

   Vice President and Illustration Officer

Johnson, Christopher

   Vice President and Investment Officer

Montoya, Albert

   Vice President and Investment Officer

Radis, Stephen C.

   Vice President and Investment Officer

Stevens, James

   Vice President and Investment Officer

Ring, Timothy

   Vice President and Secretary

Connery, Charles

   Vice President and Treasurer