N-CSR 1 d765874dncsr.htm PGIM HIGH YIELD BOND FUND, INC. PGIM High Yield Bond Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT

COMPANIES

 

Investment Company Act file number:    811-22632
Exact name of registrant as specified in charter:    PGIM High Yield Bond Fund, Inc.
Address of principal executive offices:   

655 Broad Street, 17th Floor

Newark, New Jersey 07102

Name and address of agent for service:   

Andrew R. French

655 Broad Street, 17th Floor

Newark, New Jersey 07102

Registrant’s telephone number, including area code:    800-225-1852
Date of fiscal year end:    5/31/2019
Date of reporting period:    5/31/2019

 


Item 1 – Reports to Stockholders

 


LOGO

 

PGIM HIGH YIELD BOND FUND, INC.

(Formerly known as PGIM Short Duration High Yield Fund, Inc.)

 

 

ANNUAL REPORT

MAY 31, 2019

 

COMING SOON: PAPERLESS SHAREHOLDER REPORTS

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (pgiminvestments.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

 

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or bank).

 

You may elect to receive all future reports in paper free of charge. You should contact your financial intermediary or follow instructions included with this notice to elect to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account.

 

LOGO

 

To enroll in e-delivery, go to pgiminvestments.com/edelivery


Objective: High level of current income

 

Highlights (unaudited)

 

 

Security selection in the telecom, retailers & restaurants, and media & entertainment industries were the primary driver of the Fund’s returns. Positions in Sprint Corp., PetSmart Inc., Dish Network Corp., and Wind Tre all contributed to performance.

 

 

Industry selection within upstream energy, telecom, and cable & satellite also boosted performance.

 

 

Security selection in the midstream energy, electric utilities, and consumer non-cyclical industries hindered results. Positions in Alta Mesa Resources Inc., Rite Aid Corp., and Ferrellgas Partners all detracted from performance.

 

 

Despite benefitting from strong issue selection within the sector, industry allocation was negative in retailers & restaurants, as it was in the consumer non-cyclical and transportation & environmental services industries.

 

 

The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.

 

PGIM Fixed Income is a unit of PGIM, Inc. (PGIM), a registered investment adviser. PGIM is a Prudential Financial Company. © 2019 Prudential Financial, Inc. and its related entities. PGIM and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

 

2   Visit our website at pgiminvestments.com


Table of Contents

 

Letter from the President

     5  

Your Fund’s Performance

     6  

Strategy and Performance Overview

     8  

Holdings and Financial Statements

     11  

 

PGIM High Yield Bond Fund, Inc.     3  


This Page Intentionally Left Blank


Letter from the President

 

LOGO

 

Dear Shareholder:

 

We hope you find the annual report for the PGIM High Yield Bond Fund, Inc. informative and useful. The report covers performance for the 12-month period that ended May 31, 2019.

 

Global economic performance diverged during the reporting period. In the US, growth remained healthy with strong corporate profits and rising employment. The Federal Reserve hiked interest rate targets three times during the period, based on a strengthening labor market and rising economic activity. Growth in many other regions weakened. China showed signs of slowing amid trade tensions with the US, and turmoil grew in Great Britain as it negotiated an exit from the European Union.

 

Despite the growing US economy, volatility returned to the equity markets during the period. After corporate tax cuts and regulatory reforms helped boost US stocks early in the period, equities declined significantly at the end of 2018 on concerns about China’s economy, a potential global trade war, higher interest rates, and worries that profit growth might slow. Stocks reversed course early in 2019, rising sharply after the Fed moderated its position on additional rate hikes for the remainder of the year. For the period overall, equities rose in US markets but fell in both developed foreign markets and emerging markets.

 

The overall US bond market posted healthy returns during the period, led by high yield corporate, municipal, and investment-grade corporate bonds. Globally, bonds in developed markets fell slightly, but emerging markets debt denominated in hard currencies delivered solid gains. A major trend during the period was the flattening of the US Treasury yield curve, as the yield on fixed income investments with shorter maturities rose and made them more attractive to investors.

 

Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

 

At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is a top-10 global investment manager with more than $1 trillion in assets under management. This investment expertise allows us to deliver actively managed funds and strategies to meet the needs of investors around the globe.

 

Thank you for choosing our family of funds.

 

Sincerely,

 

LOGO

 

Stuart S. Parker, President

PGIM High Yield Bond Fund, Inc.

July 15, 2019

 

PGIM High Yield Bond Fund, Inc.     5  


Your Fund’s Performance (unaudited)

 

Performance data quoted represent past performance and assume the reinvestment of all dividends. Past performance does not guarantee future results. An investor may obtain performance data as of the most recent month-end by visiting our website at pgiminvestments.com.

 

Investment Objective

The Fund seeks to provide a high level of current income by investing primarily in below-investment-grade fixed income instruments.*

 

*On March 7, 2019, the Board of Directors approved a change to a non-fundamental investment policy to permit the Fund to invest, under normal market conditions, in instruments of any duration or maturity and to remove the limit on investments in high yield instruments rated in the lower rating categories (Caa1 or lower by Moody’s Investors Service, Inc. (Moody’s), CCC+ or lower by S&P Global Ratings (S&P) or Fitch, Inc. (Fitch), or comparably rated by another nationally recognized statistical rating organization (NRSRO)).

 

Performance Snapshot as of 5/31/19
Price per Share   Total Return for
12 Months Ended
5/31/19
$16.20 (NAV)   6.27%
$13.93 (Market Price)   6.84%

 

Total returns are based on changes in net asset value (NAV) or market price, respectively. NAV total return assumes the reinvestment of all distributions, including returns of capital, if any, at NAV. Market Price total return assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 

Source: PGIM Investments LLC

 

Key Fund Statistics as of 5/31/19          
Duration    4.4 years        Average Maturity    5.4 years

 

Duration shown includes the impact of leverage. Duration measures investment risk that takes into account both a bond’s interest payments and its value to maturity. Average Maturity is the average number of years to maturity of the Fund’s bonds.

 

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Credit Quality expressed as a percentage of total investments as of 5/31/19 (%)  
BBB     7.4  
BB     36.0  
B     42.5  
CCC     9.9  
CC     0.4  
Not Rated     0.9  
Cash/Cash Equivalents     2.8  
Total Investments     100.0  

 

Source: PGIM Fixed Income

 

Credit ratings reflect the highest rating assigned by an NRSRO such as Moody’s, S&P, or Fitch. Credit ratings reflect the common nomenclature used by both S&P and Fitch. These rating agencies are independent and are widely used. The Not Rated category consists of securities that have not been rated by an NRSRO. Credit ratings are subject to change. Values may not sum to 100.0% due to rounding.

 

Yield and Dividends as of 5/31/19     
Total Monthly Dividends
Paid per Share for Period
  Current Monthly Dividend
Paid per Share
   Yield at Market Price
as of 5/31/19
$1.07   $0.100    8.61%

 

Yield at market price is the annualized rate determined by dividing current monthly dividend paid per share by the market price per share as of May 31, 2019.

 

PGIM High Yield Bond Fund, Inc.     7  


Strategy and Performance Overview (unaudited)

 

How did the Fund perform?

The PGIM High Yield Bond Fund, Inc. NAV Total Return was 6.27% in the 12-month reporting period that ended May 31, 2019, outperforming the 5.36% return of the Bloomberg Barclays US High Yield (1% constrained) Index (the Index) and outperforming the 4.08% return of the Lipper High Yield Funds (Leveraged) Average.

 

As discussed below, in March 2019 the Board of Directors approved a change to the Fund’s investment policies and the Fund’s benchmark. While Fund management believes that the new Index is more relevant due to the change in the Fund’s investment policies, it does not provide a good comparison to the Fund’s investment strategy over the full reporting period because that strategy was not in place for the full period.

 

What were conditions like in the US high yield corporate bond market?

The US high yield market got off to a fast start in the first four months of the reporting period as the asset class produced positive total returns and remained generally insulated from the weakness that gripped other areas of the fixed income market. Several factors lent support to the high yield market, including strong corporate earnings, low default activity, subdued new issuance, improving fund flows, and record-high equity prices. While the momentum that closed the third quarter carried into the fourth quarter of 2018, the positive sentiment soon abated in the face of several concerns that the markets could not ignore. An escalating US-China trade war, prospects for political gridlock, and concerns over further Federal Reserve policy tightening all led to fears surrounding trade and global growth, inducing volatility within the high yield asset class. For the reporting period, spreads on the Index widened by 72 basis points (bps) to 436 bps. (One basis point equals 0.01%.). By quality tiers, double-BB and single-B rated credits outperformed, while triple-CCC rated credits underperformed, posting a mildly positive return for the period. By industry, outperformers included the cable, food & drug, and electric utility sectors. Meanwhile, the energy, automotive, and chemical sectors lagged. According to Moody’s, the US high yield default rate increased 15 bps in May 2019 to 1.44%.

 

What worked?

 

Security selection in the telecom, retailers & restaurants, and media & entertainment industries were the primary driver of the Fund’s returns.

 

 

Industry selection within upstream energy, telecom, and cable & satellite also boosted performance.

 

 

In individual security selection, the Fund’s positioning in Sprint Corp., PetSmart Inc., Dish Network Corp., and Wind Tre all contributed to performance.

 

8   Visit our website at pgiminvestments.com


What didn’t work?

 

Security selection in the midstream energy, electric utilities, and consumer non-cyclical industries hindered results.

 

 

Despite benefitting from strong issue selection within the sector, industry allocation was negative in retailers & restaurants, as it was in the consumer non-cyclical and transportation & environmental services industries.

 

 

In individual security selection, the Fund’s positioning in Alta Mesa Resources Inc., Rite Aid Corp., and Ferrellgas Partners all detracted from performance.

 

How did the Fund’s borrowing (leverage) strategy affect its performance?

The Fund’s use of leverage contributed positively to NAV performance and shareholder distributions as both the returns and income earned on the securities purchased exceeded the cost of borrowing. As of May 31, 2019, the Fund had borrowed $180 million and was 25.0% levered. During the reporting period, the average amount of leverage utilized by the Fund was about 25.0%.

 

Did the Fund use derivatives and, if so, how did they affect performance?

The Fund used derivatives, specifically credit default swaps, to gain exposure to the market and more efficiently transition the Fund to the new investment strategy in March 2019.

 

Current outlook

 

PGIM Fixed Income remains constructive on US high yield. Current spread levels adequately compensate for recession risk. Credit fundamentals are strong, defaults are expected to remain low, and signs of excess that is symptomatic of late-cycle behavior are muted. US high yield credits are relatively better insulated from the protracted trade war with China due to their mainly domestic US focus. Stimulative central banks are providing technical support in an already supply-limited asset class. PGIM Fixed Income prefers single B-rated credits and is taking advantage of the current steepness of the spread curve through an underweight to low-spread, front-end paper and an overweight to the belly (4 – 7 year) of the maturity curve.

 

 

Key positioning themes are overweights to the building materials & home construction, gaming, and telecom sectors. The Fund is also overweight to the automotive sector. The largest underweight is financials. Other underweights include the consumer, energy, and healthcare & pharmaceutical industries.

 

PGIM High Yield Bond Fund, Inc.     9  


Strategy and Performance Overview (continued)

 

 

Were there any material changes to the Fund’s management?

On March 7, 2019, the Board of Directors approved a change to the Fund’s investment policies to permit the Fund to invest, under normal market conditions, in instruments of any duration or maturity and to remove the limit on investments in high yield instruments rated in the lower rating categories (Caa1 or lower by Moody’s, CCC+ or lower by S&P or Fitch or comparably rated by another nationally recognized statistical rating organization). The Board of Directors also approved changing the name of the Fund to “PGIM High Yield Bond Fund, Inc.” and changing the Fund’s benchmark to the Bloomberg Barclays US High Yield (1% constrained) Index. Fund management believes that the Index is more relevant due to the change in the Fund’s investment policy. As a result of the policy change, the Fund increased its monthly shareholder distribution to $0.1000 from $0.085 beginning in March 2019.

 

Benchmark Definitions

 

Bloomberg Barclays US High Yield 1% Constrained Index—The Bloomberg Barclays US Corporate High Yield 1% Issuer Constrained Index (the Index) is an unmanaged index which covers the universe of US non-investment-grade debt. Issuers are capped at 1% of the Index.

 

Source: Bloomberg Barclays

 

Lipper High Yield Funds (Leveraged) Average—The Lipper High Yield Funds (Leveraged) Average (Lipper Average) represents funds that aim at high (relative) current yield from fixed income securities, have no quality or maturity restrictions, and tend to invest in lower-grade debt issues. These funds can be leveraged via the use of debt, preferred equity, and/or reverse repurchase agreements.

 

Investors cannot invest directly in an index or average.

 

Looking for additional information?

The Fund is traded under the symbol “ISD” and its closing market price is available on most financial websites under the NYSE listings. The daily NAV is available online under the symbol “XISDX” on most financial websites. Barron’s and The Wall Street Journal ’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues press releases that can be found on most major financial websites as well as on pgiminvestments.com.

 

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Schedule of Investments

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

LONG-TERM INVESTMENTS    127.3%

       

BANK LOANS    7.6%

       

Auto Manufacturers    0.4%

                               

Navistar, Inc., Tranche B Term Loan, 1 Month LIBOR + 3.500%

    5.960 %(c)      11/06/24       2,239     $ 2,235,867  

Chemicals    0.3%

                               

Solenis International LP, First Lien Initial Dollar Term Loan, 1 - 3 Month LIBOR + 4.000%

    6.480 (c)      06/26/25       1,730       1,715,498  

Computers    1.2%

                               

McAfee LLC,

       

Second Lien Initial Loan, 1 Month LIBOR + 8.500%

    10.857 (c)      09/29/25       1,696       1,713,851  

Term B USD Loan, 1 Month LIBOR + 3.750%

    6.178 (c)      09/30/24       4,977       4,969,558  
       

 

 

 
          6,683,409  

Electric    0.1%

                               

Vistra Operations Co. LLC, Initial Term B-1 Loan, 1 Month LIBOR + 2.000%

    4.439 (c)      08/04/23       224       222,904  

Insurance    0.4%

                               

Asurion LLC, Second Lien Replacement B-2 Term Loan, 1 Month LIBOR + 6.500%

    8.939 (c)      08/04/25       2,225       2,258,375  

Oil & Gas    0.3%

                               

Citgo Petroleum Corp.,

       

2019 Incremental Term B Loan, 3 Month LIBOR + 5.000%

    7.600 (c)      03/27/24       875       872,447  

Term B Loan, 3 Month LIBOR + 4.500%

    7.100 (c)      07/29/21       848       845,308  
       

 

 

 
          1,717,755  

Pharmaceuticals    0.2%

                               

NVA Holdings, Inc., Term B-3 Loan (First Lien), 1 Month LIBOR + 2.750%

    5.189 (c)      02/02/25       1,239       1,195,406  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     11  


Schedule of Investments (continued)

as of May 31, 2019

 

Description

  Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

BANK LOANS (Continued)

       

Retail    0.9%

                               

CEC Entertainment, Inc., First Lien Term B Loan, 1 Month LIBOR + 3.250%

    5.689 %(c)      02/15/21       3,171     $ 3,147,182  

Sally Holdings LLC, Term B-2 Loan

    4.500       07/05/24       1,450       1,401,062  
       

 

 

 
          4,548,244  

Software    0.9%

                               

Finastra USA, Inc.,

       

Dollar Term Loan (Second Lien), 3 Month LIBOR + 7.250%

    9.851 (c)      06/13/25       1,200       1,191,000  

First Lien Dollar Term Loan, 3 Month LIBOR + 3.500%

    6.101 (c)      06/13/24       3,866       3,783,188  
       

 

 

 
          4,974,188  

Telecommunications    2.9%

                               

Digicel International Finance Ltd. (Saint Lucia), First Lien Initial Term B Loan, 3 Month LIBOR + 3.250%

    5.780 (c)      05/27/24       2,364       2,115,786  

Intelsat Jackson Holdings SA (Luxembourg), Tranche B-5 Term Loan

    6.625       01/02/24       4,795       4,783,013  

Xplornet Communications, Inc. (Canada), New Term B Loan, 3 Month LIBOR + 4.000%

    6.601 (c)      09/09/21       8,675       8,674,830  
       

 

 

 
          15,573,629  
       

 

 

 

TOTAL BANK LOANS
(cost $41,246,458)

          41,125,275  
       

 

 

 

CORPORATE BONDS    119.4%

       

Advertising    1.1%

                               

Outfront Media Capital LLC/Outfront Media Capital Corp.,

       

Gtd. Notes(aa)

    5.250       02/15/22       2,695       2,719,955  

Gtd. Notes(aa)

    5.625       02/15/24       2,975       3,048,334  
       

 

 

 
          5,768,289  

Aerospace & Defense    2.4%

                               

Bombardier, Inc. (Canada),

       

Sr. Unsec’d. Notes, 144A(aa)

    7.500       12/01/24       3,450       3,389,625  

Sr. Unsec’d. Notes, 144A

    7.500       03/15/25       150       145,455  

 

See Notes to Financial Statements.

 

12  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Aerospace & Defense (cont’d.)

                               

Bombardier, Inc. (Canada), (cont’d.)

       

Sr. Unsec’d. Notes, 144A

    7.875     04/15/27       2,275     $ 2,182,578  

Sr. Unsec’d. Notes, 144A(aa)

    8.750       12/01/21       6,900       7,450,620  
       

 

 

 
          13,168,278  

Agriculture    0.7%

                               

Darling Ingredients, Inc., Sr. Unsec’d. Notes, 144A

    5.250       04/15/27       655       663,057  

Vector Group Ltd., Sr. Sec’d. Notes, 144A(aa)

    6.125       02/01/25       3,625       3,322,965  
       

 

 

 
          3,986,022  

Auto Manufacturers    1.5%

                               

Allison Transmission, Inc., Sr. Unsec’d. Notes, 144A

    5.875       06/01/29       725       731,344  

Ford Motor Co.,

       

Sr. Unsec’d. Notes

    4.750       01/15/43       2,450       2,024,925  

Sr. Unsec’d. Notes

    5.291       12/08/46       3,300       2,894,050  

General Motors Co., Sr. Unsec’d. Notes

    5.000       10/01/28       1,500       1,511,969  

Navistar International Corp., Gtd. Notes, 144A

    6.625       11/01/25       795       812,903  
       

 

 

 
          7,975,191  

Auto Parts & Equipment    2.5%

                               

Adient Global Holdings Ltd., Gtd. Notes, 144A

    4.875       08/15/26       3,525       2,617,313  

American Axle & Manufacturing, Inc.,

       

Gtd. Notes

    6.250       04/01/25       1,350       1,296,000  

Gtd. Notes(aa)

    6.250       03/15/26       1,236       1,174,200  

Gtd. Notes

    6.500       04/01/27       1,925       1,819,125  

Cooper-Standard Automotive, Inc., Gtd. Notes, 144A

    5.625       11/15/26       2,100       1,806,000  

Dana Financing Luxembourg Sarl,

       

Gtd. Notes, 144A

    5.750       04/15/25       500       498,750  

Gtd. Notes, 144A

    6.500       06/01/26       2,715       2,803,237  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     13  


Schedule of Investments (continued)

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Auto Parts & Equipment (cont’d.)

                               

IHO Verwaltungs GmbH (Germany), Sr. Sec’d. Notes, 144A, Cash coupon 4.125% or PIK 4.875%

    4.125     09/15/21       925     $ 943,500  

Titan International, Inc., Sr. Sec’d. Notes

    6.500       11/30/23       875       749,766  
       

 

 

 
          13,707,891  

Banks    0.9%

                               

CIT Group, Inc., Sub. Notes

    6.125       03/09/28       1,500       1,645,200  

Popular, Inc. (Puerto Rico), Sr. Unsec’d. Notes

    6.125       09/14/23       2,875       2,997,187  
       

 

 

 
          4,642,387  

Beverages    0.3%

                               

Cott Holdings, Inc. (Canada), Gtd. Notes, 144A

    5.500       04/01/25       1,365       1,344,525  

Building Materials    2.7%

                               

Cornerstone Building Brands, Inc., Gtd. Notes, 144A

    8.000       04/15/26       1,500       1,356,075  

Griffon Corp., Gtd. Notes

    5.250       03/01/22       5,428       5,400,860  

Masonite International Corp., Gtd. Notes, 144A

    5.750       09/15/26       375       379,687  

Standard Industries, Inc., Sr. Unsec’d. Notes, 144A

    4.750       01/15/28       1,775       1,697,344  

Summit Materials LLC/Summit Materials Finance Corp.,

       

Gtd. Notes

    6.125       07/15/23       170       171,275  

Gtd. Notes, 144A

    6.500       03/15/27       1,500       1,537,500  

U.S. Concrete, Inc., Gtd. Notes(aa)

    6.375       06/01/24       3,900       3,968,250  
       

 

 

 
          14,510,991  

Chemicals    5.4%

                               

Alpha 2 BV (Germany), Sr. Unsec’d. Notes, 144A, Cash coupon 8.750% or PIK 9.500%

    8.750       06/01/23       2,925       2,866,500  

Alpha 3 BV/Alpha US Bidco, Inc. (United Kingdom), Gtd. Notes, 144A(aa)

    6.250       02/01/25       2,000       1,960,000  

 

See Notes to Financial Statements.

 

14  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Chemicals (cont’d.)

                               

Ashland LLC, Gtd. Notes

    6.875     05/15/43       325     $ 342,063  

Chemours Co. (The),

       

Gtd. Notes

    5.375       05/15/27       1,385       1,253,425  

Gtd. Notes(aa)

    6.625       05/15/23       3,830       3,815,637  

Gtd. Notes(aa)

    7.000       05/15/25       1,905       1,905,000  

Cornerstone Chemical Co., Sr. Sec’d. Notes, 144A

    6.750       08/15/24       2,255       2,091,512  

NOVA Chemicals Corp. (Canada),

       

Sr. Unsec’d. Notes, 144A(aa)

    4.875       06/01/24       4,140       3,876,075  

Sr. Unsec’d. Notes, 144A

    5.250       06/01/27       2,400       2,184,000  

Rain CII Carbon LLC/CII Carbon Corp., Sec’d. Notes, 144A

    7.250       04/01/25       2,150       1,967,250  

Starfruit Finco BV/Starfruit US Holdco LLC (Netherlands), Sr. Unsec’d. Notes, 144A

    8.000       10/01/26       2,255       2,209,900  

TPC Group, Inc., Sr. Sec’d. Notes, 144A(aa)

    8.750       12/15/20       1,693       1,663,373  

Tronox, Inc., Gtd. Notes, 144A(aa)

    6.500       04/15/26       2,525       2,373,500  

Venator Finance Sarl/Venator Materials LLC, Gtd. Notes, 144A

    5.750       07/15/25       225       200,250  

W.R. Grace & Co., Gtd. Notes, 144A

    5.625       10/01/24       100       104,500  
       

 

 

 
          28,812,985  

Coal    0.2%

                               

Warrior Met Coal, Inc., Sr. Sec’d. Notes, 144A

    8.000       11/01/24       838       869,425  

Commercial Services    4.2%

                               

Laureate Education, Inc., Gtd. Notes, 144A(aa)

    8.250       05/01/25       2,500       2,700,600  

Nielsen Co. Luxembourg SARL (The), Gtd. Notes, 144A(aa)

    5.500       10/01/21       677       678,693  

Nielsen Finance LLC/Nielsen Finance Co., Gtd. Notes, 144A(aa)

    5.000       04/15/22       1,615       1,597,396  

Refinitiv US Holdings, Inc., Gtd. Notes, 144A(aa)

    8.250       11/15/26       7,637       7,598,815  

United Rentals North America, Inc., Gtd. Notes(aa)

    4.875       01/15/28       7,025       6,811,440  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     15  


Schedule of Investments (continued)

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Commercial Services (cont’d.)

                               

United Rentals North America, Inc., (cont’d.)

       

Gtd. Notes

    5.250     01/15/30       1,425     $ 1,396,500  

Gtd. Notes(aa)

    6.500       12/15/26       1,800       1,908,000  
       

 

 

 
          22,691,444  

Computers    2.6%

                               

Banff Merger Sub, Inc., Sr. Unsec’d. Notes, 144A(aa)

    9.750       09/01/26       5,075       4,745,125  

Dell International LLC/EMC Corp., Gtd. Notes, 144A(aa)

    7.125       06/15/24       3,670       3,867,846  

Everi Payments, Inc., Gtd. Notes, 144A(aa)

    7.500       12/15/25       1,005       1,040,175  

West Corp., Gtd. Notes, 144A

    8.500       10/15/25       5,220       4,136,850  
       

 

 

 
          13,789,996  

Distribution/Wholesale    0.6%

                               

Global Partners LP/GLP Finance Corp.,

       

Gtd. Notes

    6.250       07/15/22       550       550,000  

Gtd. Notes(aa)

    7.000       06/15/23       1,350       1,368,563  

H&E Equipment Services, Inc., Gtd. Notes

    5.625       09/01/25       1,289       1,278,688  
       

 

 

 
          3,197,251  

Diversified Financial Services    3.5%

                               

Alliance Data Systems Corp., Gtd. Notes, 144A, MTN

    5.875       11/01/21       2,900       2,954,375  

LPL Holdings, Inc., Gtd. Notes, 144A

    5.750       09/15/25       1,280       1,286,400  

Nationstar Mortgage Holdings, Inc., Gtd. Notes, 144A(aa)

    8.125       07/15/23       6,200       6,184,500  

Navient Corp.,

       

Sr. Unsec’d. Notes

    6.500       06/15/22       825       858,000  

Sr. Unsec’d. Notes, MTN(aa)

    8.000       03/25/20       425       437,218  

Springleaf Finance Corp.,

       

Gtd. Notes

    6.625       01/15/28       500       506,260  

Gtd. Notes(aa)

    6.875       03/15/25       350       364,770  

Gtd. Notes

    7.125       03/15/26       5,624       5,896,483  

 

See Notes to Financial Statements.

 

16  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Diversified Financial Services (cont’d.)

                               

VFH Parent LLC/Orchestra Co-Issuer, Inc., Sec’d. Notes, 144A(aa)

    6.750     06/15/22       325     $ 334,864  
       

 

 

 
          18,822,870  

Electric    4.1%

                               

Calpine Corp.,

       

Sr. Sec’d. Notes, 144A

    5.875       01/15/24       550       554,648  

Sr. Unsec’d. Notes(aa)

    5.375       01/15/23       1,330       1,315,038  

Sr. Unsec’d. Notes(aa)

    5.500       02/01/24       2,350       2,276,562  

Sr. Unsec’d. Notes(aa)

    5.750       01/15/25       6,325       6,120,829  

GenOn Energy, Inc./NRG Americas, Inc., Sec’d. Notes, 6 Month LIBOR + 6.500%

    9.044 (c)      12/01/23       1,335       1,318,333  

Keystone & Conemaugh Pass-Through Certificates, Gtd. Notes, 144A

    9.000       12/01/23       86       86,571  

Keystone Power Pass-Through Holders LLC/Conemaugh Power Pass-Through Holders, Sub. Notes, 144A, Cash coupon 13.000% or PIK N/A

    13.000       06/01/24       250       249,997  

NRG Energy, Inc.,

       

Gtd. Notes

    5.750       01/15/28       2,150       2,244,063  

Sr. Unsec’d. Notes, 144A

    5.250       06/15/29       400       411,068  

Vistra Energy Corp., Gtd. Notes

    7.625       11/01/24       135       142,013  

Vistra Operations Co. LLC, Sr. Unsec’d. Notes, 144A(aa)

    5.625       02/15/27       6,950       7,147,727  
       

 

 

 
          21,866,849  

Engineering & Construction    0.5%

                               

AECOM,

       

Gtd. Notes(aa)

    5.125       03/15/27       2,490       2,444,869  

Gtd. Notes

    5.875       10/15/24       300       309,096  
       

 

 

 
          2,753,965  

Entertainment    6.1%

                               

AMC Entertainment Holdings, Inc., Gtd. Notes(aa)

    5.875       11/15/26       3,900       3,422,250  

Caesars Resort Collection LLC/CRC Finco, Inc., Gtd. Notes, 144A(aa)

    5.250       10/15/25       4,275       4,180,950  

CCM Merger, Inc., Sr. Unsec’d. Notes, 144A(aa)

    6.000       03/15/22       4,000       4,100,000  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     17  


Schedule of Investments (continued)

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Entertainment (cont’d.)

                               

Churchill Downs, Inc., Gtd. Notes, 144A

    4.750     01/15/28       850     $ 816,000  

Eldorado Resorts, Inc., Gtd. Notes(aa)

    7.000       08/01/23       1,950       2,018,250  

Golden Entertainment, Inc., Sr. Unsec’d. Notes, 144A

    7.625       04/15/26       700       699,335  

International Game Technology PLC, Sr. Sec’d. Notes, 144A

    6.500       02/15/25       2,950       3,104,875  

Jacobs Entertainment, Inc., Sec’d. Notes, 144A(aa)

    7.875       02/01/24       2,500       2,662,500  

Lions Gate Capital Holdings LLC, Gtd. Notes, 144A(aa)

    6.375       02/01/24       3,095       3,172,375  

Penn National Gaming, Inc., Sr. Unsec’d. Notes, 144A

    5.625       01/15/27       2,055       2,013,900  

Scientific Games International, Inc.,

       

Gtd. Notes(aa)

    6.625       05/15/21       3,025       3,051,469  

Gtd. Notes(aa)

    10.000       12/01/22       1,387       1,454,616  

Gtd. Notes, 144A

    8.250       03/15/26       1,550       1,558,742  

Twin River Worldwide Holdings, Inc., Sr. Unsec’d. Notes, 144A

    6.750       06/01/27       675       685,024  
       

 

 

 
          32,940,286  

Foods    2.4%

                               

B&G Foods, Inc., Gtd. Notes

    5.250       04/01/25       1,575       1,522,828  

JBS USA LUX SA/JBS USA Finance, Inc., Gtd. Notes, 144A

    5.875       07/15/24       500       512,500  

JBS USA LUX SA/JBS USA Food Co./JBS USA Finance, Inc., Gtd. Notes, 144A

    6.500       04/15/29       2,350       2,467,500  

Pilgrim’s Pride Corp., Gtd. Notes, 144A(aa)

    5.875       09/30/27       6,300       6,337,485  

Post Holdings, Inc.,

       

Gtd. Notes, 144A

    5.625       01/15/28       786       778,140  

Gtd. Notes, 144A

    5.750       03/01/27       1,350       1,356,750  
       

 

 

 
          12,975,203  

Forest Products & Paper    0.1%

                               

Mercer International, Inc. (Canada), Sr. Unsec’d. Notes

    7.750       12/01/22       590       612,125  

 

See Notes to Financial Statements.

 

18  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Gas    0.9%

                               

AmeriGas Partners LP/AmeriGas Finance Corp.,

       

Sr. Unsec’d. Notes

    5.500     05/20/25       500     $ 508,150  

Sr. Unsec’d. Notes(aa)

    5.625       05/20/24       325       336,375  

Sr. Unsec’d. Notes

    5.750       05/20/27       3,250       3,331,315  

Sr. Unsec’d. Notes

    5.875       08/20/26       675       698,625  
       

 

 

 
          4,874,465  

Healthcare-Products    0.4%

                               

Mallinckrodt International Finance SA/Mallinckrodt CB LLC,
Gtd. Notes, 144A(aa)

    4.875       04/15/20       1,960       1,881,012  

Healthcare-Services    6.8%

                               

Acadia Healthcare Co., Inc.,

       

Gtd. Notes

    5.125       07/01/22       500       502,500  

Gtd. Notes(aa)

    5.625       02/15/23       2,050       2,052,563  

CHS/Community Health Systems, Inc.,

       

Sec’d. Notes, 144A

    8.125       06/30/24       950       709,935  

Sr. Sec’d. Notes(aa)

    6.250       03/31/23       1,475       1,404,495  

Hadrian Merger Sub, Inc., Sr. Unsec’d. Notes, 144A(aa)

    8.500       05/01/26       1,477       1,393,919  

HCA Healthcare, Inc., Sr. Unsec’d. Notes(aa)

    6.250       02/15/21       875       911,094  

HCA, Inc.,

       

Gtd. Notes

    5.375       02/01/25       1,500       1,565,175  

Gtd. Notes(aa)

    7.500       02/15/22       3,350       3,664,062  

Sr. Sec’d. Notes(aa)

    4.750       05/01/23       4,700       4,948,612  

MEDNAX, Inc., Gtd. Notes, 144A(aa)

    6.250       01/15/27       2,675       2,701,750  

Molina Healthcare, Inc., Sr. Unsec’d. Notes(aa)

    5.375       11/15/22       1,610       1,641,717  

RegionalCare Hospital Partners Holdings, Inc./LifePoint Health, Inc., Gtd. Notes, 144A(aa)

    9.750       12/01/26       2,650       2,788,886  

Select Medical Corp., Gtd. Notes(aa)

    6.375       06/01/21       2,132       2,133,599  

Surgery Center Holdings, Inc., Gtd. Notes, 144A

    10.000       04/15/27       1,175       1,192,625  

Tenet Healthcare Corp.,

       

Sr. Sec’d. Notes(aa)

    4.625       07/15/24       1,200       1,191,240  

Sr. Unsec’d. Notes(aa)

    6.750       06/15/23       3,800       3,781,000  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     19  


Schedule of Investments (continued)

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Healthcare-Services (cont’d.)

                               

Tenet Healthcare Corp., (cont’d.)

       

Sr. Unsec’d. Notes

    7.000     08/01/25       3,050     $ 2,997,784  

Sr. Unsec’d. Notes(aa)

    8.125       04/01/22       1,050       1,097,649  
       

 

 

 
          36,678,605  

Home Builders    8.0%

                               

Ashton Woods USA LLC/Ashton Woods Finance Co., Sr. Unsec’d. Notes, 144A

    9.875       04/01/27       2,508       2,570,700  

Beazer Homes USA, Inc.,

       

Gtd. Notes

    5.875       10/15/27       1,350       1,104,125  

Gtd. Notes(aa)

    8.750       03/15/22       5,800       6,001,666  

Brookfield Residential Properties, Inc./Brookfield Residential US Corp. (Canada), Gtd. Notes, 144A(aa)

    6.125       07/01/22       3,250       3,274,375  

Century Communities, Inc., Sr. Unsec’d. Notes, 144A

    6.750       06/01/27       1,750       1,723,225  

KB Home, Gtd. Notes

    6.875       06/15/27       1,600       1,648,000  

Lennar Corp.,

       

Gtd. Notes(aa)

    4.125       01/15/22       2,600       2,611,700  

Gtd. Notes

    6.250       12/15/21       350       366,625  

M/I Homes, Inc., Gtd. Notes(aa)

    6.750       01/15/21       3,225       3,261,281  

Mattamy Group Corp. (Canada), Sr. Unsec’d. Notes, 144A(aa)

    6.875       12/15/23       2,475       2,536,875  

Meritage Homes Corp., Gtd. Notes

    5.125       06/06/27       2,748       2,681,911  

New Home Co., Inc. (The), Gtd. Notes(aa)

    7.250       04/01/22       3,150       2,811,375  

PulteGroup, Inc., Gtd. Notes

    5.000       01/15/27       812       820,120  

Taylor Morrison Communities, Inc., Gtd. Notes(aa)

    6.625       05/15/22       2,050       2,110,885  

Taylor Morrison Communities, Inc./Taylor Morrison Holdings II, Inc.,

       

Gtd. Notes, 144A(aa)

    5.625       03/01/24       1,873       1,877,682  

Gtd. Notes, 144A(aa)

    5.875       04/15/23       350       357,875  

TRI Pointe Group, Inc., Gtd. Notes(aa)

    4.875       07/01/21       2,400       2,406,000  

TRI Pointe Group, Inc./TRI Pointe Homes, Inc., Gtd. Notes(aa)

    4.375       06/15/19       1,288       1,278,340  

 

See Notes to Financial Statements.

 

20  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Home Builders (cont’d.)

                               

William Lyon Homes, Inc.,

       

Gtd. Notes

    5.875     01/31/25       1,400     $ 1,344,000  

Gtd. Notes

    6.000       09/01/23       50       49,500  

Gtd. Notes(aa)

    7.000       08/15/22       2,150       2,150,000  
       

 

 

 
          42,986,260  

Home Furnishings    0.1%

                               

Tempur Sealy International, Inc., Gtd. Notes

    5.625       10/15/23       775       782,828  

Household Products/Wares    0.1%

                               

Spectrum Brands, Inc., Gtd. Notes

    6.625       11/15/22       700       714,000  

Housewares    0.1%

                               

Scotts Miracle-Gro Co. (The), Gtd. Notes

    6.000       10/15/23       700       723,625  

Internet    1.5%

                               

Zayo Group LLC/Zayo Capital, Inc., Gtd. Notes(aa)

    6.000       04/01/23       7,705       7,897,625  

Iron/Steel    1.3%

                               

AK Steel Corp., Sr. Sec’d. Notes(aa)

    7.500       07/15/23       2,910       2,880,900  

Cleveland-Cliffs, Inc.,

       

Gtd. Notes

    5.750       03/01/25       728       709,800  

Sr. Unsec’d. Notes, 144A

    5.875       06/01/27       3,825       3,557,250  
       

 

 

 
          7,147,950  

Lodging    1.5%

                               

Boyd Gaming Corp., Gtd. Notes

    6.000       08/15/26       723       730,230  

Jack Ohio Finance LLC/Jack Ohio Finance 1 Corp.,

       

Sec’d. Notes, 144A(aa)

    10.250       11/15/22       1,775       1,903,687  

Sr. Sec’d. Notes, 144A(aa)

    6.750       11/15/21       4,100       4,196,145  

MGM Resorts International, Gtd. Notes

    5.750       06/15/25       1,025       1,074,969  
       

 

 

 
          7,905,031  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     21  


Schedule of Investments (continued)

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Machinery-Diversified    0.4%

                               

Cloud Crane LLC, Sec’d. Notes, 144A(aa)

    10.125     08/01/24       1,975     $ 2,098,438  

Media    11.4%

                               

Altice Luxembourg SA (Luxembourg), Gtd. Notes, 144A

    7.750       05/15/22       201       204,517  

CCO Holdings LLC/CCO Holdings Capital Corp.,

       

Sr. Unsec’d. Notes, 144A(aa)

    5.125       05/01/23       4,455       4,487,076  

Sr. Unsec’d. Notes, 144A

    5.375       06/01/29       2,375       2,379,489  

Sr. Unsec’d. Notes, 144A

    5.500       05/01/26       500       511,250  

Clear Channel Worldwide Holdings, Inc.,

       

Gtd. Notes, 144A(aa)

    9.250       02/15/24       6,390       6,819,408  

Gtd. Notes, Series A(aa)

    6.500       11/15/22       2,097       2,138,332  

Gtd. Notes, Series B(aa)

    6.500       11/15/22       2,403       2,451,060  

CSC Holdings LLC,

       

Sr. Unsec’d. Notes, 144A(aa)

    5.125       12/15/21       1,888       1,883,280  

Sr. Unsec’d. Notes, 144A(aa)

    5.125       12/15/21       4,930       4,917,675  

DISH DBS Corp.,

       

Gtd. Notes

    5.000       03/15/23       275       257,125  

Gtd. Notes

    5.875       11/15/24       1,575       1,416,004  

Gtd. Notes(aa)

    7.750       07/01/26       11,565       10,610,887  

Entercom Media Corp.,

       

Gtd. Notes, 144A

    7.250       11/01/24       500       511,250  

Sec’d. Notes, 144A

    6.500       05/01/27       860       872,900  

Gray Television, Inc.,

       

Gtd. Notes, 144A

    5.125       10/15/24       125       125,588  

Sr. Unsec’d. Notes, 144A

    7.000       05/15/27       500       529,620  

Mediacom Broadband LLC/Mediacom Broadband Corp., Sr. Unsec’d. Notes(aa)

    5.500       04/15/21       450       447,750  

Midcontinent Communications/Midcontinent Finance Corp., Gtd. Notes, 144A(aa)

    6.875       08/15/23       3,960       4,098,600  

Nexstar Broadcasting, Inc.,

       

Gtd. Notes

    5.875       11/15/22       850       864,620  

Gtd. Notes, 144A(aa)

    6.125       02/15/22       1,035       1,046,644  

Radiate Holdco LLC/Radiate Finance, Inc.,

       

Sr. Unsec’d. Notes, 144A

    6.625       02/15/25       1,700       1,661,750  

Sr. Unsec’d. Notes, 144A(aa)

    6.875       02/15/23       1,055       1,065,550  

Sinclair Television Group, Inc.,

       

Gtd. Notes(aa)

    5.375       04/01/21       1,381       1,381,000  

Gtd. Notes(aa)

    6.125       10/01/22       2,200       2,227,500  

Gtd. Notes, 144A(aa)

    5.625       08/01/24       2,080       2,100,800  

 

See Notes to Financial Statements.

 

22  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Media (cont’d.)

                               

TEGNA, Inc.,

       

Gtd. Notes(aa)

    5.125     10/15/19       346     $ 346,031  

Gtd. Notes(aa)

    6.375       10/15/23       1,910       1,957,750  

Univision Communications, Inc., Sr. Sec’d. Notes, 144A(aa)

    5.125       05/15/23       4,390       4,148,550  
       

 

 

 
          61,462,006  

Metal Fabricate/Hardware    1.1%

                               

Novelis Corp.,

       

Gtd. Notes, 144A

    5.875       09/30/26       1,575       1,534,649  

Gtd. Notes, 144A(aa)

    6.250       08/15/24       2,063       2,109,417  

Zekelman Industries, Inc., Sr. Sec’d. Notes, 144A(aa)

    9.875       06/15/23       2,387       2,509,334  
       

 

 

 
          6,153,400  

Mining    2.5%

                               

Constellium NV, Gtd. Notes, 144A(aa)

    6.625       03/01/25       2,380       2,415,700  

Eldorado Gold Corp. (Canada), Sec’d. Notes, 144A

    9.500       06/01/24       1,750       1,715,000  

First Quantum Minerals Ltd. (Zambia),

       

Gtd. Notes, 144A

    6.875       03/01/26       500       426,850  

Gtd. Notes, 144A

    7.250       05/15/22       1,565       1,486,750  

Gtd. Notes, 144A

    7.500       04/01/25       1,930       1,724,937  

Freeport-McMoRan, Inc.,

       

Gtd. Notes

    3.550       03/01/22       650       636,188  

Gtd. Notes(aa)

    3.875       03/15/23       3,100       2,983,750  

IAMGOLD Corp. (Canada), Gtd. Notes, 144A(aa)

    7.000       04/15/25       1,625       1,618,987  

New Gold, Inc. (Canada), Gtd. Notes, 144A(aa)

    6.250       11/15/22       625       531,250  
       

 

 

 
          13,539,412  

Miscellaneous Manufacturing    0.1%

                               

Amsted Industries, Inc., Gtd. Notes, 144A

    5.625       07/01/27       575       579,307  

FXI Holdings, Inc., Sr. Sec’d. Notes, 144A

    7.875       11/01/24       225       204,750  
       

 

 

 
          784,057  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     23  


Schedule of Investments (continued)

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Oil & Gas    11.0%

                               

Alta Mesa Holdings LP/Alta Mesa Finance Services Corp., Gtd. Notes

    7.875     12/15/24       5,325     $ 1,996,875  

Antero Resources Corp.,

       

Gtd. Notes

    5.000       03/01/25       1,700       1,612,875  

Gtd. Notes(aa)

    5.625       06/01/23       3,825       3,781,969  

Ascent Resources Utica Holdings LLC/ARU Finance Corp.,

       

Sr. Unsec’d. Notes, 144A

    7.000       11/01/26       450       421,740  

Sr. Unsec’d. Notes, 144A(aa)

    10.000       04/01/22       4,944       5,246,276  

Chesapeake Energy Corp., Gtd. Notes(aa)

    8.000       06/15/27       5,418       4,794,930  

Citgo Holding, Inc., Sr. Sec’d. Notes, 144A

    10.750       02/15/20       6,521       6,692,176  

CNX Resources Corp., Gtd. Notes(aa)

    5.875       04/15/22       3,263       3,128,825  

CrownRock LP/CrownRock Finance, Inc., Sr. Unsec’d. Notes, 144A

    5.625       10/15/25       1,050       1,005,375  

Denbury Resources, Inc., Sec’d. Notes, 144A

    9.000       05/15/21       250       243,125  

Endeavor Energy Resources LP/EER Finance, Inc., Sr. Unsec’d. Notes, 144A(aa)

    5.500       01/30/26       1,925       1,963,500  

Ensco Rowan PLC, Sr. Unsec’d. Notes

    7.750       02/01/26       3,112       2,310,660  

Extraction Oil & Gas, Inc.,

       

Gtd. Notes, 144A(aa)

    5.625       02/01/26       2,302       1,807,070  

Gtd. Notes, 144A

    7.375       05/15/24       975       838,500  

Hilcorp Energy I LP/Hilcorp Finance Co.,

       

Sr. Unsec’d. Notes, 144A

    5.750       10/01/25       1,075       1,056,187  

Sr. Unsec’d. Notes, 144A(aa)

    6.250       11/01/28       1,400       1,401,778  

MEG Energy Corp. (Canada),

       

Gtd. Notes, 144A(aa)

    6.375       01/30/23       5,500       4,853,750  

Gtd. Notes, 144A(aa)

    7.000       03/31/24       325       290,063  

Nabors Industries, Inc., Gtd. Notes(aa)

    5.750       02/01/25       3,900       3,172,455  

Precision Drilling Corp. (Canada), Gtd. Notes, 144A

    7.125       01/15/26       2,560       2,425,600  

Range Resources Corp.,

       

Gtd. Notes

    4.875       05/15/25       1,000       871,250  

Gtd. Notes(aa)

    5.000       03/15/23       2,475       2,311,031  

Gtd. Notes(aa)

    5.875       07/01/22       458       448,840  

 

See Notes to Financial Statements.

 

24  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Oil & Gas (cont’d.)

                               

Sunoco LP/Sunoco Finance Corp., Gtd. Notes(aa)

    4.875     01/15/23       1,450     $ 1,461,194  

Transocean, Inc.,

       

Gtd. Notes, 144A

    7.250       11/01/25       1,695       1,576,350  

Gtd. Notes, 144A

    7.500       01/15/26       3,200       2,988,000  

WPX Energy, Inc., Sr. Unsec’d. Notes

    6.000       01/15/22       725       735,658  
       

 

 

 
          59,436,052  

Oil & Gas Services    0.1%

                               

Nine Energy Service, Inc., Sr. Unsec’d. Notes, 144A(aa)

    8.750       11/01/23       675       668,250  

Packaging & Containers    1.6%

                               

ARD Finance SA (Luxembourg), Sr. Sec’d. Notes, Cash coupon 7.125% or PIK 7.875%

    7.125       09/15/23       3,875       3,797,500  

Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc. (Ireland), Gtd. Notes, 144A

    7.250       05/15/24       500       520,625  

Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC,
Sr. Sec’d. Notes(aa)

    5.750       10/15/20       4,143       4,149,357  
       

 

 

 
          8,467,482  

Pharmaceuticals    1.4%

                               

Bausch Health Cos., Inc.,

       

Gtd. Notes, 144A(aa)

    6.125       04/15/25       4,600       4,482,125  

Gtd. Notes, 144A

    7.000       01/15/28       825       815,719  

Gtd. Notes, 144A

    7.250       05/30/29       1,110       1,104,450  

NVA Holdings, Inc., Gtd. Notes, 144A

    6.875       04/01/26       1,250       1,218,750  
       

 

 

 
          7,621,044  

Pipelines    1.4%

                               

Antero Midstream Partners LP/Antero Midstream Finance Corp., Gtd. Notes

    5.375       09/15/24       530       523,136  

DCP Midstream Operating LP, Gtd. Notes

    5.125       05/15/29       1,300       1,311,375  

NGPL PipeCo LLC, Sr. Unsec’d. Notes, 144A

    7.768       12/15/37       1,200       1,482,000  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     25  


Schedule of Investments (continued)

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Pipelines (cont’d.)

                               

Tallgrass Energy Partners LP/Tallgrass Energy Finance Corp., Gtd. Notes, 144A(aa)

    5.500     01/15/28       2,854     $ 2,839,730  

Targa Resources Partners LP/Targa Resources Partners Finance Corp., Gtd. Notes

    5.375       02/01/27       1,400       1,407,000  
       

 

 

 
          7,563,241  

Real Estate    1.0%

                               

Forestar Group, Inc., Gtd. Notes, 144A

    8.000       04/15/24       1,025       1,040,375  

Greystar Real Estate Partners LLC, Sr. Sec’d. Notes, 144A

    5.750       12/01/25       2,000       1,985,000  

Howard Hughes Corp. (The), Sr. Unsec’d. Notes, 144A

    5.375       03/15/25       500       493,750  

Hunt Cos., Inc., Sr. Sec’d. Notes, 144A

    6.250       02/15/26       1,725       1,602,094  
       

 

 

 
          5,121,219  

Real Estate Investment Trusts (REITs)    1.5%

                               

FelCor Lodging LP, Gtd. Notes(aa)

    6.000       06/01/25       2,150       2,227,937  

GLP Capital LP/GLP Financing II, Inc., Gtd. Notes(aa)

    5.375       11/01/23       1,500       1,593,120  

MGM Growth Properties Operating Partnership LP/MGP Finance Co-Issuer, Inc., Gtd. Notes

    4.500       01/15/28       2,000       1,885,000  

MPT Operating Partnership LP/MPT Finance Corp., Gtd. Notes

    5.000       10/15/27       1,675       1,654,062  

VICI Properties 1 LLC/VICI FC, Inc., Sec’d. Notes(aa)

    8.000       10/15/23       748       811,038  
       

 

 

 
          8,171,157  

Retail    5.9%

                               

Beacon Roofing Supply, Inc.,

       

Gtd. Notes(aa)

    6.375       10/01/23       925       952,750  

Gtd. Notes, 144A

    4.875       11/01/25       1,300       1,228,916  

Brinker International, Inc., Gtd. Notes, 144A(aa)

    5.000       10/01/24       1,250       1,248,437  

 

See Notes to Financial Statements.

 

26  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Retail (cont’d.)

                               

Carvana Co., Gtd. Notes, 144A(aa)

    8.875     10/01/23       3,775     $ 3,734,909  

CEC Entertainment, Inc., Gtd. Notes(aa)

    8.000       02/15/22       1,175       1,176,469  

Ferrellgas LP/Ferrellgas Finance Corp.,

       

Gtd. Notes

    6.750       06/15/23       825       712,594  

Sr. Unsec’d. Notes

    6.500       05/01/21       1,550       1,371,750  

Sr. Unsec’d. Notes

    6.750       01/15/22       775       678,125  

Ferrellgas Partners LP/Ferrellgas Partners Finance Corp.,

       

Sr. Unsec’d. Notes

    8.625       06/15/20       975       709,313  

Sr. Unsec’d. Notes

    8.625       06/15/20       2,600       1,891,500  

Golden Nugget, Inc.,

       

Gtd. Notes, 144A(aa)

    8.750       10/01/25       1,300       1,308,125  

Sr. Unsec’d. Notes, 144A(aa)

    6.750       10/15/24       3,225       3,200,812  

L Brands, Inc.,

       

Gtd. Notes(aa)

    5.625       10/15/23       595       606,781  

Gtd. Notes

    6.750       07/01/36       1,275       1,083,750  

Gtd. Notes

    6.875       11/01/35       1,500       1,305,000  

PetSmart, Inc.,

       

Gtd. Notes, 144A

    7.125       03/15/23       1,700       1,516,740  

Sr. Sec’d. Notes, 144A

    5.875       06/01/25       925       862,655  

Rite Aid Corp., Gtd. Notes, 144A(aa)

    6.125       04/01/23       3,900       3,198,000  

Sally Holdings LLC/Sally Capital, Inc.,

       

Gtd. Notes

    5.500       11/01/23       200       201,750  

Gtd. Notes

    5.625       12/01/25       1,025       1,012,188  

Suburban Propane Partners LP/Suburban Energy Finance Corp., Sr. Unsec’d. Notes

    5.750       03/01/25       1,610       1,600,823  

Yum! Brands, Inc., Sr. Unsec’d. Notes(aa)

    3.875       11/01/20       2,400       2,394,000  
       

 

 

 
          31,995,387  

Semiconductors    0.2%

                               

NXP BV/NXP Funding LLC (Netherlands), Gtd. Notes, 144A(aa)

    3.875       09/01/22       1,090       1,107,440  

Software    3.5%

                               

Infor US, Inc., Gtd. Notes(aa)

    6.500       05/15/22       5,495       5,558,467  

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     27  


Schedule of Investments (continued)

as of May 31, 2019

 

Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Software (cont’d.)

                               

Informatica LLC, Sr. Unsec’d. Notes, 144A(aa)

    7.125     07/15/23       3,035     $ 3,065,350  

IQVIA, Inc., Gtd. Notes, 144A

    5.000       05/15/27       925       938,329  

RP Crown Parent LLC, Gtd. Notes, 144A(aa)

    7.375       10/15/24       1,410       1,466,823  

TIBCO Software, Inc., Sr. Unsec’d. Notes, 144A(aa)

    11.375       12/01/21       7,180       7,592,850  
       

 

 

 
          18,621,819  

Telecommunications    11.4%

                               

Anixter, Inc., Gtd. Notes, 144A

    6.000       12/01/25       1,050       1,110,375  

CenturyLink, Inc.,

       

Sr. Unsec’d. Notes(aa)

    5.625       04/01/25       3,680       3,560,400  

Sr. Unsec’d. Notes, Series P

    7.600       09/15/39       1,200       1,044,000  

Sr. Unsec’d. Notes, Series U

    7.650       03/15/42       1,930       1,674,275  

CommScope Technologies LLC, Gtd. Notes, 144A(aa)

    6.000       06/15/25       2,125       1,927,417  

CommScope, Inc.,

       

Gtd. Notes, 144A(aa)

    5.500       06/15/24       6,050       5,626,500  

Gtd. Notes, 144A

    8.250       03/01/27       1,000       990,000  

Digicel International Finance Ltd./Digicel Holdings Bermuda Ltd. (Saint Lucia), Sr. Sec’d. Notes, 144A

    8.750       05/25/24       750       738,750  

Digicel Ltd. (Jamaica), Gtd. Notes, 144A

    6.750       03/01/23       4,830       3,161,283  

Embarq Corp., Sr. Unsec’d. Notes

    7.995       06/01/36       2,075       1,924,563  

Intelsat Jackson Holdings SA (Luxembourg),

       

Gtd. Notes

    5.500       08/01/23       600       537,000  

Gtd. Notes, 144A(aa)

    9.750       07/15/25       2,255       2,270,830  

Iridium Communications, Inc., Sr. Unsec’d. Notes, 144A(aa)

    10.250       04/15/23       2,850       3,099,375  

Level 3 Parent LLC, Sr. Unsec’d. Notes(aa)

    5.750       12/01/22       925       927,313  

ORBCOMM, Inc., Sr. Sec’d. Notes, 144A(aa)

    8.000       04/01/24       4,000       4,110,000  

Sprint Capital Corp.,

       

Gtd. Notes

    6.875       11/15/28       1,800       1,874,250  

Gtd. Notes

    8.750       03/15/32       7,555       8,669,362  

 

See Notes to Financial Statements.

 

28  


Description   Interest
Rate
    Maturity
Date
    Principal
Amount (000)#
    Value  

CORPORATE BONDS (Continued)

       

Telecommunications (cont’d.)

                               

Sprint Corp.,

       

Gtd. Notes(aa)

    7.250     09/15/21       970     $ 1,019,713  

Gtd. Notes

    7.625       02/15/25       2,325       2,458,687  

Gtd. Notes

    7.625       03/01/26       1,000       1,059,500  

T-Mobile USA, Inc., Gtd. Notes(aa)

    6.375       03/01/25       1,200       1,243,620  

Wind Tre SpA (Italy), Sr. Sec’d. Notes, 144A

    5.000       01/20/26       12,270       11,623,371  

Xplornet Communications, Inc. (Canada), Gtd. Notes, 144A, Cash coupon 9.625% or PIK 10.625%

    9.625       06/01/22       550       566,013  
       

 

 

 
          61,216,597  

Transportation    0.8%

                               

XPO Logistics, Inc.,

       

Gtd. Notes, 144A

    6.125       09/01/23       200       201,034  

Gtd. Notes, 144A

    6.500       06/15/22       1,405       1,426,778  

Gtd. Notes, 144A(aa)

    6.750       08/15/24       2,800       2,880,500  
       

 

 

 
          4,508,312  

Trucking & Leasing    1.6%

                               

Avolon Holdings Funding Ltd. (Ireland),

       

Gtd. Notes, 144A

    5.125       10/01/23       2,125       2,199,375  

Gtd. Notes, 144A

    5.500       01/15/23       1,875       1,947,938  

Park Aerospace Holdings Ltd. (Ireland),

       

Gtd. Notes, 144A

    4.500       03/15/23       700       707,819  

Gtd. Notes, 144A

    5.250       08/15/22       3,350       3,484,000  

Gtd. Notes, 144A

    5.500       02/15/24       375       393,116  
       

 

 

 
          8,732,248  
       

 

 

 

TOTAL CORPORATE BONDS
(cost $647,680,149)

          643,294,935  
       

 

 

 

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     29  


Schedule of Investments (continued)

as of May 31, 2019

 

Description               Shares     Value  

COMMON STOCKS    0.3%

       

Electric Utilities    0.3%

                               

GenOn Energy Holdings, Inc. (Class A Stock)*^

        9,187     $ 1,538,822  

Keycon Power Holdings LLC*^

        1,100       324,500  
       

 

 

 
          1,863,322  

Oil, Gas & Consumable Fuels    0.0%

                               

Frontera Energy Corp. (Colombia)

        2,066       20,649  
       

 

 

 

TOTAL COMMON STOCKS
(cost $1,300,995)

          1,883,971  
       

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $690,227,602)

          686,304,181  
       

 

 

 

SHORT-TERM INVESTMENT    3.8%

       

AFFILIATED MUTUAL FUND

       

PGIM Core Ultra Short Bond Fund
(cost $20,416,725)(w)

        20,416,725       20,416,725  
       

 

 

 

TOTAL INVESTMENTS    131.1%
(cost $710,644,327)

          706,720,906  

Liabilities in excess of other assets(z)    (31.1)%

          (167,851,937
       

 

 

 

NET ASSETS    100.0%

        $ 538,868,969  
       

 

 

 

 

Below is a list of the abbreviation(s) used in the annual report:

144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, pursuant to the requirements of Rule 144A, may not be resold except to qualified institutional buyers.

LIBOR—London Interbank Offered Rate

MTN—Medium Term Note

PIK—Payment-in-Kind

REIT(s)—Real Estate Investment Trust(s)

Q—Quarterly payment frequency for swaps

*

Non-income producing security.

#

Principal or notional amount is shown in U.S. dollars unless otherwise stated.

^

Indicates a Level 3 security. The aggregate value of Level 3 securities is $1,863,322 and 0.3% of net assets.

(aa)

Represents security, or a portion thereof, with aggregate value of $365,171,856 segregated as collateral for amount of $180,000,000 borrowed and outstanding as of May 31, 2019.

(c)

Variable rate instrument. The interest rate shown reflects the rate in effect at May 31, 2019.

(w)

PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund.

(z)

Includes net unrealized appreciation/(depreciation) and/or market value of the below holdings which are excluded from the Schedule of Investments:

 

See Notes to Financial Statements.

 

30  


Credit default swap agreement outstanding at May 31, 2019:

 

Reference
Entity/
Obligation

  Termination
Date
    Fixed
Rate
    Notional
Amount
(000)#(3)
    Implied
Credit
Spread at
May 31,
2019(4)
    Value at
Trade Date
    Value at
May 31,
2019
    Unrealized
Appreciation
(Depreciation)
 

Centrally Cleared Credit Default Swap Agreement on credit indices—Sell Protection(2):

 

   

CDX.NA.HY.32.V1

    06/20/24       5.000%(Q)       50,000       3.932   $ 3,015,000     $ 2,774,239     $ (240,761
         

 

 

   

 

 

   

 

 

 

 

The Fund entered into credit default swaps (“CDS”) to provide a measure of protection against defaults or to take an active long or short position with respect to the likelihood of a particular issuer’s default or the reference entity’s credit soundness. CDS contracts generally trade based on a spread which represents the cost a protection buyer has to pay the protection seller. The protection buyer is said to be short the credit as the value of the contract rises the more the credit deteriorates. The value of the CDS contract increases for the protection buyer if the spread increases.

 

(1)

If the Fund is a buyer of protection, it pays the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and make delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2)

If the Fund is a seller of protection, it receives the fixed rate. When a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(3)

Notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

(4)

Implied credit spreads, represented in absolute terms, utilized in determining the fair value of credit default swap agreements where the Fund is the seller of protection as of the reporting date serve as an indicator of the current status of the payment/ performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include up-front payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     31  


Schedule of Investments (continued)

as of May 31, 2019

 

 

Summary of Collateral for Centrally Cleared/Exchange-traded Derivatives:

 

Cash and securities segregated as collateral, including pending settlement for closed positions, to cover requirements for centrally cleared/exchange-traded derivatives are listed by broker as follows:

 

Broker

  Cash and/or Foreign Currency     Securities Market Value  

Citigroup Global Markets Inc.

  $ 2,840,000     $  
 

 

 

   

 

 

 

 

Fair Value Measurements:

 

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

 

Level 1—unadjusted quoted prices generally in active markets for identical securities.

 

Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.

 

Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.

 

The following is a summary of the inputs used as of May 31, 2019 in valuing such portfolio securities:

 

      Level 1         Level 2         Level 3    

Investments in Securities

     

Bank Loans

  $     $ 41,125,275     $  

Corporate Bonds

          643,294,935        

Common Stocks

    20,649             1,863,322  

Affiliated Mutual Fund

    20,416,725              

Other Financial Instruments*

     

Centrally Cleared Credit Default Swap Agreement

          (240,761      
 

 

 

   

 

 

   

 

 

 

Total

  $ 20,437,374     $ 684,179,449     $ 1,863,322  
 

 

 

   

 

 

   

 

 

 

 

*

Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, forwards and centrally cleared swap contracts, which are recorded at the unrealized appreciation (depreciation) on the instrument, and OTC swap contracts which are recorded at fair value.

 

Industry Classification:

 

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of May 31, 2019 were as follows (unaudited):

 

Telecommunications

    14.3

Media

    11.4  

Oil & Gas

    11.3  

Home Builders

    8.0  

Healthcare-Services

    6.8  

Retail

    6.8  

Entertainment

    6.1  

Chemicals

    5.7  

Software

    4.4  

Commercial Services

    4.2

Electric

    4.2  

Computers

    3.8  

Affiliated Mutual Fund

    3.8  

Diversified Financial Services

    3.5  

Building Materials

    2.7  

Auto Parts & Equipment

    2.5  

Mining

    2.5  

Aerospace & Defense

    2.4  

 

See Notes to Financial Statements.

 

32  


Industry Classification (continued):

 

Foods

    2.4

Auto Manufacturers

    1.9  

Pharmaceuticals

    1.6  

Trucking & Leasing

    1.6  

Packaging & Containers

    1.6  

Real Estate Investment Trusts (REITs)

    1.5  

Lodging

    1.5  

Internet

    1.5  

Pipelines

    1.4  

Iron/Steel

    1.3  

Metal Fabricate/Hardware

    1.1  

Advertising

    1.1  

Real Estate

    1.0  

Gas

    0.9  

Banks

    0.9  

Transportation

    0.8  

Agriculture

    0.7  

Distribution/Wholesale

    0.6  

Engineering & Construction

    0.5  

Insurance

    0.4  

Machinery-Diversified

    0.4  

Healthcare-Products

    0.4

Electric Utilities

    0.3  

Beverages

    0.3  

Semiconductors

    0.2  

Coal

    0.2  

Miscellaneous Manufacturing

    0.1  

Home Furnishings

    0.1  

Housewares

    0.1  

Household Products/Wares

    0.1  

Oil & Gas Services

    0.1  

Forest Products & Paper

    0.1  

Oil, Gas & Consumable Fuels

    0.0
 

 

 

 
    131.1  

Liabilities in excess of other assets

    (31.1
 

 

 

 
    100.0
 

 

 

 

 

*

Less than +/- 0.05%

 

Effects of Derivative Instruments on the Financial Statements and Primary Underlying Risk Exposure:

 

The Fund invested in derivative instruments during the reporting period. The primary type of risk associated with these derivative instruments is credit contracts risk. See the Notes to Financial Statements for additional detail regarding these derivative instruments and their risks. The effect of such derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

 

Fair values of derivative instruments as of May 31, 2019 as presented in the Statement of Assets and Liabilities:

 

       Asset Derivatives        Liability Derivatives  

Derivatives not accounted
for as hedging instruments,
carried at fair value

     Statement of
Assets and
Liabilities Location
     Fair
Value
       Statement of
Assets and
Liabilities Location
     Fair
Value
 
Credit contracts           $        Due from/to
broker—variation
margin swaps
     $ 240,761
         

 

 

           

 

 

 

 

*

Includes cumulative appreciation (depreciation) as reported in the schedule of open futures and centrally cleared swap contracts. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     33  


Schedule of Investments (continued)

as of May 31, 2019

 

 

The effects of derivative instruments on the Statement of Operations for the year ended May 31, 2019 are as follows:

 

Amount of Realized Gain (Loss) on Derivatives Recognized in Income

 

Derivatives not accounted for as hedging

instruments, carried at fair value

  Swaps  

Credit contracts

  $ (328,062
 

 

 

 

 

Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income

 

Derivatives not accounted for as hedging

instruments, carried at fair value

  Swaps  

Credit contracts

  $ (240,761
 

 

 

 

 

For the year ended May 31, 2019, the Fund’s average volume of derivative activities is as follows:

 

Credit Default
Swap Agreements—
Sell Protection(1)
 
$ 10,000,000  

 

(1)

Notional Amount in USD.

 

See Notes to Financial Statements.

 

34  


Statement of Assets & Liabilities

as of May 31, 2019

 

Assets

        

Investments at value:

  

Unaffiliated investments (cost $690,227,602)

   $ 686,304,181  

Affiliated investments (cost $20,416,725)

     20,416,725  

Cash

     74,255  

Dividends and interest receivable

     11,972,901  

Receivable for investments sold

     6,969,841  

Deposit with broker for centrally cleared/exchange-traded derivatives

     2,840,000  

Prepaid expenses

     971  
  

 

 

 

Total Assets

     728,578,874  
  

 

 

 

Liabilities

        

Loan payable

     180,000,000  

Payable for investments purchased

     8,149,523  

Loan interest payable

     527,414  

Management fee payable

     493,392  

Due to broker—variation margin swaps

     338,242  

Accrued expenses and other liabilities

     78,571  

Dividends payable

     72,160  

Deferred directors’ fees

     50,603  
  

 

 

 

Total Liabilities

     189,709,905  
  

 

 

 

Net Assets

   $ 538,868,969  
  

 

 

 
          

Net assets were comprised of:

  

Common stock, at par

   $ 33,257  

Paid-in capital in excess of par

     633,874,484  

Total distributable earnings (loss)

     (95,038,772
  

 

 

 

Net assets, May 31, 2019

   $ 538,868,969  
  

 

 

 

Net asset value per share
($538,868,969 ÷ 33,256,724 shares of common stock issued and outstanding)

   $ 16.20  
  

 

 

 

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     35  


Statement of Operations

Year Ended May 31, 2019

 

Net Investment Income (Loss)

        

Income

  

Interest income

   $ 41,017,094  

Affiliated dividend income

     610,396  

Unaffiliated dividend income (net of $ 115 foreign withholding tax)

     396,689  
  

 

 

 

Total income

     42,024,179  
  

 

 

 

Expenses

  

Management fee

     5,758,860  

Loan interest and commitment expense

     5,696,360  

Custodian and accounting fees

     169,098  

Shareholders’ reports

     74,196  

Legal fees and expenses

     65,757  

Audit fee

     44,155  

Registration fees

     34,088  

Directors’ fees

     22,010  

Transfer agent’s fees and expenses

     20,937  

Miscellaneous

     26,198  
  

 

 

 

Total expenses

     11,911,659  
  

 

 

 

Net investment income (loss)

     30,112,520  
  

 

 

 

Realized And Unrealized Gain (Loss) On Investments

        

Net realized gain (loss) on:

  

Investment transactions

     444,755  

Swap agreement transactions

     (328,062
  

 

 

 
     116,693  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments

     2,638,677  

Swap agreements

     (240,761
  

 

 

 
     2,397,916  
  

 

 

 

Net gain (loss) on investment transactions

     2,514,609  
  

 

 

 

Net Increase (Decrease) In Net Assets Resulting From Operations

   $ 32,627,129  
  

 

 

 

 

See Notes to Financial Statements.

 

36  


Statements of Changes in Net Assets

    

 

     Year Ended May 31,  
     2019      2018  

Increase (Decrease) in Net Assets

                 

Operations

     

Net investment income (loss)

   $ 30,112,520      $ 29,883,403  

Net realized gain (loss) on investment transactions

     116,693        (1,185,683

Net change in unrealized appreciation (depreciation) on investments

     2,397,916        (10,939,991
  

 

 

    

 

 

 

Net increase (decrease) in net assets resulting from operations

     32,627,129        17,757,729  
  

 

 

    

 

 

 

Dividends and Distributions

     

Distributions from distributable earnings*

     (35,418,411       
  

 

 

    

 

 

 

Dividends from net investment income*

     *        (36,166,687
  

 

 

    

 

 

 

Total increase (decrease)

     (2,791,282      (18,408,958

Net Assets:

                 

Beginning of year

     541,660,251        560,069,209  
  

 

 

    

 

 

 

End of year(a)

   $ 538,868,969      $ 541,660,251  
  

 

 

    

 

 

 

(a) Includes undistributed/(distributions in excess of) net investment income of:

   $      $ 648,719  
  

 

 

    

 

 

 

 

*

For the year ended May 31, 2019, the disclosures have been revised to reflect revisions to Regulation S-X adopted by the SEC in 2018 (refer to Note 9).

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     37  


Statement of Cash Flows

For Year Ended May 31, 2019

 

Cash Flows Provided by / (Used for) Operating Activities:

  

Net increase (decrease) in net assets resulting from operations

   $ 32,627,129  

Adjustments to reconcile net increase (decrease) in net operations to net cash provided by / (used for) operating

  

Proceeds from disposition of long-term portfolio investments

     611,707,244  

Purchases of long-term portfolio investments

     (611,659,042

Net proceeds (purchases) of short-term portfolio investments

     (2,202,469

Net premiums (paid) received for swap agreements

     (568,823

Net realized (gain) loss on investment transactions

     (444,755

Net realized (gain) loss on swap agreement transactions

     328,062  

Net change in unrealized (appreciation) depreciation of investments

     (2,638,677

Net change in unrealized (appreciation) depreciation on swap agreements

     240,761  

(Increase) Decrease in Assets:

  

Dividends and interest receivable

     (404,257

Receivable for investments sold

     (4,165,275

Deposit with broker for centrally cleared/exchange-traded derivatives

     (2,840,000

Prepaid expenses

     175  

Increase (Decrease) in Liabilities:

  

Payable for investments purchased

     (30,244

Loan interest payable

     131,568  

Management fee payable

     13,070  

Due to broker—variation margin swaps

     338,242  

Accrued expenses and other liabilities

     6,402  

Dividends payable

     27,458  

Deferred directors’ fees

     1,800  
  

 

 

 

Total adjustments

     (12,158,760
  

 

 

 

Cash provided by (used for) operating activities

     20,468,369  

Cash provided by (used for) financing activities:

  

Increase in borrowing

     15,000,000  

Cash paid on distributions from distributable earnings

     (35,418,411
  

 

 

 

Cash provided by (used for) financing activities

     (20,418,411
  

 

 

 

Cash at beginning of year

     24,297  
  

 

 

 

Cash at end of year

   $ 74,255  
  

 

 

 

Supplemental disclosure of cash flow information

  

Cash paid during the year for interest expense

   $ 5,564,792  
  

 

 

 

 

See Notes to Financial Statements.

 

38  


Notes to Financial Statements

 

PGIM High Yield Bond Fund, Inc. (the “Fund”), formerly PGIM Short Duration High Yield Bond Fund, Inc., is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a diversified, closed-end management investment company. The Fund was incorporated as a Maryland corporation on November 14, 2011.

 

The investment objective of the Fund is to provide a high level of current income.

 

1. Accounting Policies

 

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 Financial Services — Investment Companies. The following accounting policies conform to U.S. generally accepted accounting principles. The Fund consistently follows such policies in the preparation of its financial statements.

 

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued at the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund’s Board of Directors (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly scheduled quarterly meeting.

 

For the fiscal reporting year-end, securities and other assets and liabilities were fair valued at the close of the last U.S. business day. Trading in certain foreign securities may occur when the NYSE is closed (including weekends and holidays). Because such foreign securities trade in markets that are open on weekends and U.S. holidays, the values of some of the Fund’s foreign investments may change on days when investors cannot purchase or redeem Fund shares.

 

Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the Schedule of Investments and referred to herein as the “fair value hierarchy” in accordance with FASB ASC Topic 820—Fair Value Measurements and Disclosures.

 

PGIM High Yield Bond Fund, Inc.     39  


Notes to Financial Statements (continued)

 

 

Investments in open-end, non-exchange-traded mutual funds are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.

 

Fixed income securities traded in the OTC market are generally classified as Level 2 in the fair value hierarchy. Such fixed income securities are typically valued using the market approach which generally involves obtaining data from an approved independent third-party vendor source. The Fund utilizes the market approach as the primary method to value securities when market prices of identical or comparable instruments are available. The third-party vendors’ valuation techniques used to derive the evaluated bid price are based on evaluating observable inputs, including but not limited to, yield curves, yield spreads, credit ratings, deal terms, tranche level attributes, default rates, cash flows, prepayment speeds, broker/dealer quotations and reported trades. Certain Level 3 securities are also valued using the market approach when obtaining a single broker quote or when utilizing transaction prices for identical securities that have been used in excess of five business days. During the reporting period, there were no changes to report with respect to the valuation approach and/or valuation techniques discussed above.

 

Bank loans are generally valued at prices provided by approved independent pricing vendors. The pricing vendors utilize broker/dealer quotations and provide prices based on the average of such quotations. Bank loans valued using such vendor prices are generally classified as Level 2 in the fair value hierarchy. Bank loans valued based on a single broker quote or at the original transaction price in excess of five business days are classified as Level 3 in the fair value hierarchy.

 

OTC and centrally cleared derivative instruments are generally classified as Level 2 in the fair value hierarchy. Such derivative instruments are typically valued using the market approach and/or income approach which generally involves obtaining data from an approved independent third-party vendor source. The Fund utilizes the market approach when quoted prices in broker-dealer markets are available but also includes consideration of alternative valuation approaches, including the income approach. In the absence of reliable market quotations, the income approach is typically utilized for purposes of valuing OTC derivatives such as interest rate swaps based on a discounted cash flow analysis whereby the value of the instrument is equal to the present value of its future cash inflows or outflows. Such analysis includes projecting future cash flows and determining the discount rate (including the present value factors that affect the discount rate) used to discount the future cash flows. In addition, the third-party vendors’ valuation techniques used to derive the evaluated OTC derivative price is based on evaluating observable inputs, including but not limited to, underlying asset prices, indices, spreads, interest rates and exchange rates. Certain OTC derivatives may be classified as Level 3 when valued using the market

 

40  


approach by obtaining a single broker quote or when utilizing unobservable inputs in the income approach. During the reporting period, there were no changes to report with respect to the valuation approach and/or valuation techniques discussed above.

 

Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy.

 

When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Manager regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other unaffiliated mutual funds to calculate their net asset values.

 

Illiquid Securities: Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of net assets. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its subadviser and may incur transaction costs that would not be incurred in the sale of securities that were freely marketable.

 

Restricted Securities: Securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer are considered restricted as to disposition under federal securities law (“restricted securities”). Such restricted securities are valued pursuant to the valuation procedures noted above. Restricted securities that would otherwise be considered illiquid investments pursuant to the Fund’s LRMP because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. Therefore, these Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act of 1933, may be classified higher than “illiquid” under the LRMP (i.e. “moderately liquid” or “less liquid” investments). However, the liquidity of the Fund’s investments in restricted securities could be impaired if trading does not develop or declines.

 

Bank Loans: The Fund invested in bank loans. Bank loans include fixed and floating rate loans that are privately negotiated between a corporate borrower and one or more financial

 

PGIM High Yield Bond Fund, Inc.     41  


Notes to Financial Statements (continued)

 

institutions, including, but not limited to, term loans, revolvers, and other instruments issued in the bank loan market. The Fund may acquire interests in loans directly (by way of assignment from the selling institution) or indirectly (by way of the purchase of a participation interest from the selling institution). Under a bank loan assignment, the Fund generally will succeed to all the rights and obligations of an assigning lending institution and becomes a lender under the loan agreement with the relevant borrower in connection with that loan. Under a bank loan participation, the Fund generally will have a contractual relationship only with the lender, not with the relevant borrower. As a result, the Fund generally will have the right to receive payments of principal, interest, and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the relevant borrower. The Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the institution selling the participation to the Fund.

 

Swap Agreements: The Fund entered into certain types of swap agreements detailed in the disclosures below. A swap agreement is an agreement to exchange the return generated by one instrument for the return generated by another instrument. Swap agreements are negotiated in the OTC market and may be executed either directly with a counterparty (“OTC-traded”) or through a central clearing facility, such as a registered exchange. Swap agreements are valued daily at current market value and any change in value is included in the net unrealized appreciation (depreciation) on swap agreements. Centrally cleared swaps pay or receive an amount known as “variation margin”, based on daily changes in the valuation of the swap contract. Any upfront premiums paid and received are shown as swap premiums paid and swap premiums received in the Statement of Assets and Liabilities. Risk of loss may exceed amounts recognized on the Statement of Assets and Liabilities. Swap agreements outstanding at period end, if any, are listed on the Schedule of Investments.

 

Credit Default Swaps (“CDS”): CDS involve one party (the protection buyer) making a stream of payments to another party (the protection seller) in exchange for the right to receive a specified payment in the event of a default or as a result of a default (collectively a “credit event”) for the referenced entity (typically corporate issues or sovereign issues of an emerging country) on its obligation; or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index.

 

The Fund is subject to credit risk in the normal course of pursuing its investment objectives, and as such, has entered into CDS contracts to provide a measure of protection against defaults or to take an active long or short position with respect to the likelihood of a particular issuer’s default or the reference entity’s credit soundness. CDS contracts generally trade based on a spread which represents the cost a protection buyer has to pay the protection seller. The protection buyer is said to be short the credit as the value of the

 

42  


contract rises the more the credit deteriorates. The value of the CDS contract increases for the protection buyer if the spread increases. The Fund’s maximum risk of loss from counterparty credit risk for purchased CDS is the inability of the counterparty to honor the contract up to the notional value due to a credit event.

 

As a seller of protection on credit default swap agreements, the Fund generally receives an agreed upon payment from the buyer of protection throughout the term of the swap, provided no credit event occurs. As the seller, the Fund effectively increases its investment risk because, in addition to its total net assets, the Fund may be subject to investment exposure on the notional amount of the swap.

 

The maximum amount of the payment that the Fund, as a seller of protection, could be required to make under a credit default swap agreement would be equal to the notional amount of the underlying security or index contract as a result of a credit event. This potential amount will be partially offset by any recovery values of the respective referenced obligations, or net amounts received from the settlement of buy protection credit default swap agreements which the Fund entered into for the same referenced entity or index. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

 

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements where the Fund is the seller of protection as of period end are disclosed in the footnotes to the Schedule of Investments, if applicable. These spreads serve as indicators of the current status of the payment/performance risk and represent the likelihood of default risk for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider credit spreads and increased market value in absolute terms, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

 

Master Netting Arrangements: The Fund is subject to various Master Agreements, or netting arrangements, with select counterparties. These are agreements which a subadviser may have negotiated and entered into on behalf of the Fund. A master netting arrangement between the Fund and the counterparty permits the Fund to offset amounts payable by the Fund to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Fund to cover the Fund’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable. In addition to master netting arrangements, the right to set-off exists when all the conditions are met such that each of the parties owes the other determinable amounts, the reporting party has the right to set-off the amount owed with the amount owed by the other party, the reporting party intends to set-off and the right of set-off is enforceable by law. During the reporting period, there was no intention to settle on a net basis and all amounts are presented on a gross basis on the Statement of Assets and Liabilities.

 

PGIM High Yield Bond Fund, Inc.     43  


Notes to Financial Statements (continued)

 

 

Payment-In-Kind: The Fund invested in the open market or receive pursuant to debt restructuring, securities that pay-in-kind (PIK) the interest due on such debt instruments. The PIK interest, computed at the contractual rate specified, is added to the existing principal balance of the debt when issued bonds have same terms as the bond or recorded as a separate bond when terms are different from the existing debt, and is recorded as interest income.

 

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Fund becomes aware of such dividends. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual.

 

Taxes: It is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its stockholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned. However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income for the calendar year and 98.2% of its net capital gains for a one-year period ending on October 31 exceed the distributions from such taxable income and net capital gains for the calendar year.

 

Dividends and Distributions: The Fund intends to make a level dividend distribution each month to the holders of Common Stock. The level dividend rate may be modified by the Board from time to time, and will be based upon the past and projected performance and expenses of the Fund. The Fund intends to also make a distribution during or with respect to each calendar year (which may be combined with a regular monthly distribution), which will generally include any net investment income and net realized capital gain for the year not otherwise distributed.

 

PGIM Investments has received an order from the Securities and Exchange Commission (the “SEC”) granting the Fund an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder to permit certain closed-end funds managed by PGIM Investments to include realized long-term capital gains as a part of their respective regular distributions to the holders of Common Stock more frequently than would otherwise be permitted by the

 

44  


1940 Act (generally once per taxable year). The Fund intends to rely on this exemptive order. The Board may, at the request of PGIM Investments, adopt a managed distribution policy.

 

Dividends and distributions to stockholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified amongst total distributable earnings (loss) and paid-in capital in excess of par, as appropriate.

 

Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

 

2. Agreements

 

The Fund has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with PGIM, Inc., which provides subadvisory services to the Fund through its PGIM Fixed Income unit. The subadvisory agreement provides that PGIM, Inc. will furnish investment advisory services in connection with the management of the Fund. In connection therewith, PGIM, Inc. is obligated to keep certain books and records of the Fund. PGIM Investments pays for the services of PGIM, Inc., the cost of compensation of officers of the Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

 

The management fee paid to the Manager is accrued daily and payable monthly, at an annual rate of 0.80% of the average daily value of the Fund’s investable assets. “Investable assets” refers to the net assets attributable to the outstanding common stock of the Fund plus the liquidation preference of any outstanding preferred stock issued by the Fund, the principal amount of any borrowings and the principal on any debt securities issued by the Fund

 

PGIM Investments and PGIM, Inc. are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

 

3. Other Transactions with Affiliates

 

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors, and/or common officers. Pursuant to the Rule 17a-7 procedures and consistent with

 

PGIM High Yield Bond Fund, Inc.     45  


Notes to Financial Statements (continued)

 

guidance issued by the SEC, the Fund’s Chief Compliance Officer (“CCO”) prepares a quarterly summary of all such transactions for submission to the Board, together with the CCO’s written representation that all such 17a-7 transactions were effected in accordance with the Fund’s Rule 17a-7 procedures. Any 17a-7 transactions for the reporting period are disclosed in the “Portfolio Securities” note, below.

 

The Fund may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”), a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. Through the Fund’s investments in the mentioned underlying fund, PGIM Investments and/or its affiliates are paid fees or reimbursed for providing their services. Earnings from the Core Fund are disclosed on the Statement of Operations as “Affiliated dividend income”.

 

4. Portfolio Securities

 

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the year ended May 31, 2019, were $611,659,042 and $606,023,792, respectively.

 

A summary of the cost of purchases and proceeds from sales of shares of an affiliated investment for the year ended May 31, 2019, is presented as follows:

 

Value,
Beginning
of Year
     Cost of
Purchases
     Proceeds
from Sales
     Change in
Unrealized
Gain
(Loss)
     Realized
Gain
(Loss)
     Value,
End of Year
     Shares,
End
of Year
     Income  

PGIM Core Ultra Short Bond Fund*

 
$18,214,256      $ 361,440,511      $ 359,238,042      $      $      $ 20,416,725        20,416,725      $ 610,396  

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

 

 

 

 

*

The Fund did not have any capital gain distributions during the reporting period.

 

For the year ended May 31, 2019, no 17a-7 transactions were entered into by the Fund.

 

5. Distributions and Tax Information

 

For the years ended May 31, 2019 and May 31, 2018, the tax character of dividends paid by the Fund were $35,418,411 and $36,166,687 of ordinary income, respectively.

 

As of May 31, 2019, the accumulated undistributed earnings on a tax basis was $1,467,940 of ordinary income.

 

46  


The United States federal income tax basis of the Fund’s investments and the net unrealized depreciation as of May 31, 2019 were as follows:

 

Tax Basis

 

Gross
Unrealized
Appreciation

 

Gross
Unrealized
Depreciation

 

Net
Unrealized
Depreciation

$714,921,160   $9,099,550   $(17,540,565)   $(8,441,015)

 

The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales, swaps, differences in the treatment of premium amortization for book and tax purposes and other book to tax differences.

 

For federal income tax purposes, the Fund had a capital loss carryforward as of May 31, 2019 of approximately $87,943,000 which can be carried forward for an unlimited period. No capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such losses.

 

The Manager has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. The Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

6. Capital and Ownership

 

There are 1 billion shares of $0.001 par value common stock authorized. Prior to commencement of operations on April 30, 2012, the Fund issued 5,240 shares of common stock to Prudential at an aggregate purchase price of $100,084. As of May 31, 2019, Prudential owned 9,249 shares of the Fund.

 

For the year period ended May 31, 2019, the Fund did not issue any shares of common stock in connection with the Fund’s dividend reinvestment plan.

 

7. Borrowings and Re-hypothecation

 

The Fund currently is a party to a committed credit facility (the “credit facility”) with a financial institution. The credit facility provides for a maximum commitment of $240 million. Interest on any borrowings under the credit facility is payable at the negotiated rates. The Fund’s obligations under the credit facility are secured by the assets of the Fund segregated for the purpose of securing the amount borrowed. The purpose of the credit facility is to provide the Fund with portfolio leverage and to meet its general cash flow requirements.

 

The Fund utilized the credit facility during the year ended May 31, 2019. The average daily outstanding loan balance for the 365 days that the Fund utilized the facility during the period was $180,452,055, borrowed at a weighted average interest rate of 3.11%. The

 

PGIM High Yield Bond Fund, Inc.     47  


Notes to Financial Statements (continued)

 

maximum loan balance outstanding during the period was $190,000,000. At May 31, 2019, the Fund had an outstanding loan balance of $180,000,000.

 

Re-hypothecation: The credit facility agreement permits, subject to certain conditions, the financial institution to re-hypothecate, up to the amount outstanding under the facility, portfolio securities segregated by the Fund as collateral. The Fund continues to receive interest on re-hypothecated securities. The Fund also has the right under the agreement to recall the re-hypothecated securities from the financial institution on demand. If the financial institution fails to deliver the recalled security in a timely manner, the Fund will be compensated by the financial institution for any fees or losses related to the failed delivery or, in the event a recalled security will not be returned by the financial institution, the Fund, upon notice to the financial institution, may reduce the loan balance outstanding by the value of the recalled security failed to be returned plus accrued interest. The Fund will receive a portion of the fees earned by the financial institution in connection with the rehypothecation of portfolio securities. Such earnings are disclosed in the Statement of Operations under Other income. As of May 31, 2019, there were no earnings to be disclosed.

 

8. Risks of Investing in the Fund

 

The Fund’s risks include, but are not limited to, some or all of the risks discussed below:

 

Bond Obligations Risk: The Fund’s holdings, share price, yield and total return may fluctuate in response to bond market movements. The value of bonds may decline for issuer-related reasons, including management performance, financial leverage and reduced demand for the issuer’s goods and services. Certain types of fixed-income obligations also may be subject to “call and redemption risk,” which is the risk that the issuer may call a bond held by the Fund for redemption before it matures and the Fund may not be able to reinvest at the same level and therefore would earn less income.

 

Derivatives Risk: Derivatives involve special risks and costs and may result in losses to the Fund. The successful use of derivatives requires sophisticated management, and, to the extent that derivatives are used, the Fund will depend on the subadviser’s ability to analyze and manage derivative transactions. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Some derivatives are “leveraged” and therefore may magnify or otherwise increase investment losses to the Fund. Other risks arise from the potential inability to terminate or sell derivatives positions. A liquid secondary market may not always exist for the Fund’s derivatives positions. In fact, many OTC derivative instruments will not have liquidity beyond the counterparty to the instrument. OTC derivative instruments also involve the risk that the other party will not meet its obligations to the Fund.

 

48  


Interest Rate Risk: The value of an investment may go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities. When interest rates fall, the issuers of debt obligations may prepay principal more quickly than expected, and the Fund may be required to reinvest the proceeds at a lower interest rate. This is referred to as “prepayment risk.” When interest rates rise, debt obligations may be repaid more slowly than expected, and the value of the Fund’s holdings may fall sharply. This is referred to as “extension risk. The Fund may face a heightened level of interest rate risk as a result of the U.S. Federal Reserve Board’s policies. The Fund’s investments may lose value if short-term or long-term interest rates rise sharply or in a manner not anticipated by the subadviser.

 

Liquidity Risk: The Fund may invest in instruments that trade in lower volumes and are less liquid than other investments. Liquidity risk exists when particular investments made by the Fund are difficult to purchase or sell. Liquidity risk includes the risk that the Fund may make investments that may become less liquid in response to market developments or adverse investor perceptions. Investments that are illiquid or that trade in lower volumes may be more difficult to value. If the Fund is forced to sell these investments to pay redemption proceeds or for other reasons, the Fund may lose money. In addition, when there is no willing buyer and investments may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, the Fund may incur higher transaction costs when executing trade orders of a given size. The reduction in dealer market-making capacity in the fixed-income markets that has occurred in recent years also has the potential to reduce liquidity. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities.

 

Market and Credit Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of an investment in the Fund will decline. Additionally, the Fund may also be exposed to credit risk in the event that an issuer or guarantor fails to perform or that an institution or entity with which the Fund has unsettled or open transactions defaults.

 

Risks of Investments in Bank Loans: The Fund’s ability to receive payments of principal and interest and other amounts in connection with loans (whether through participations, assignments or otherwise) will depend primarily on the financial condition of the borrower. The failure by the Fund’s scheduled interest or principal payments on a loan because of a default, bankruptcy or any other reason would adversely affect the income of the Fund and would likely reduce the value of its assets. Even with loans secured by collateral, there is the risk that the value of the collateral may decline, may be insufficient to meet the obligations of the borrower, or be difficult to liquidate. In the event of a default, the Fund may have difficulty collecting on any collateral and would not have the ability to collect on any collateral for an uncollateralized loan. Further, the Fund’s access to collateral, if any, may be

 

PGIM High Yield Bond Fund, Inc.     49  


Notes to Financial Statements (continued)

 

limited by bankruptcy laws.

 

9. Recent Accounting Pronouncements and Reporting Updates

 

In August 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation S-X to update and simplify the disclosure requirements for registered investment companies by eliminating requirements that are redundant or duplicative of US GAAP requirements or other SEC disclosure requirements. The new amendments require the presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and the total, rather than the components, of dividends from net investment income and distributions from net realized gains on the Statements of Changes in Net Assets. The amendments also removed the requirement for the parenthetical disclosure of undistributed net investment income on the Statements of Changes in Net Assets and certain tax adjustments that were reflected in the Notes to Financial Statements. The Manager has adopted the amendments and reflected them in the Fund’s financial statements.

 

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, which changes certain fair value measurement disclosure requirements. The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the Fund’s policy for the timing of transfers between levels. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Manager has evaluated the implications of certain provisions of the ASU and has determined to early adopt aspects related to the removal and modification of certain fair value measurement disclosures under the ASU effective immediately. At this time, the Manager is evaluating the implications of certain other provisions of the ASU related to new disclosure requirements and any impact on the financial statement disclosures has not yet been determined.

 

50  


Financial Highlights

     Year Ended May 31,  
     2019     2018     2017     2016     2015  
Per Share Operating Performance(a):                                        
Net Asset Value, Beginning of Year     $16.29       $16.84       $16.79       $17.84       $18.82  
Income (loss) from investment operations:                                        
Net investment income (loss)     0.91       0.90       0.98       1.06       1.20  
Net realized and unrealized gain (loss) on investment and foreign currency transactions     0.07       (0.36     0.32       (0.75     (0.59
Total from investment operations     0.98       0.54       1.30       0.31       0.61  
Less Dividends and Distributions:                                        
Dividends from net investment income     (1.07     (1.09     (1.25     (1.36     (1.59
Net asset value, end of year     $16.20       $16.29       $16.84       $16.79       $17.84  
Market price, end of year     $13.93       $14.07       $15.59       $15.58       $15.75  
Total Return(b):     6.84%       (2.89)%       8.36%       8.23%       (2.92)%  
Ratios/Supplemental Data:  
Net assets, end of year (000)     $538,869       $541,660       $560,069       $558,403       $593,165  
Average net assets (000)     $539,282       $550,742       $559,484       $560,771       $602,489  
Ratios to average net assets(c)(d):                                        
Expenses after waivers and/or expense reimbursement     2.21%       1.84%       1.71%       1.55%       1.58%  
Expenses before waivers and/or expense reimbursement     2.21%       1.84%       1.71%       1.55%       1.58%  
Net investment income (loss)     5.58%       5.43%       5.84%       6.29%       6.60%  
Portfolio turnover rate(e)     87%       72%       65%       58%       58%  
Asset coverage     399%       428%       411%       372%       439%  
Total debt outstanding at period-end (000)     $180,000       $165,000       $180,000       $205,000       $175,000  

 

(a)

Calculated based on average shares outstanding during the year.

(b)

Total return is calculated assuming a purchase of common stock at the current market price on the first day and a sale at the closing market price on the last day for the year reported. Dividends are assumed, for the purpose of this calculation, to be reinvested at prices obtainable under the Fund’s dividend reinvestment plan. This amount does not reflect brokerage commissions or sales load.

(c)

Does not include expenses of the underlying fund in which the Fund invests.

(d)

Includes interest expense of 1.06%, 0.71%, 0.54%, 0.40% and 0.41%, for the years ended May 31, 2019, 2018, 2017, 2016, and 2015, respectively.

(e)

The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher.

 

See Notes to Financial Statements.

 

PGIM High Yield Bond Fund, Inc.     51  


Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of

PGIM High Yield Bond Fund, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of PGIM High Yield Bond Fund, Inc. (formerly PGIM Short Duration High Yield Fund, Inc.) (the Fund), including the schedule of investments, as of May 31, 2019, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the related notes (collectively, the financial statements) and the financial highlights for each of the years indicated therein. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of May 31, 2019, the results of its operations and cash flows for the year then ended, changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years indicated therein, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of May 31, 2019, by correspondence with the custodian and brokers, or by other appropriate auditing procedures when replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

 

We have served as the auditor of one or more PGIM and/or Prudential Retail investment companies since 2003.

 

New York, New York

July 18, 2019

 

52  


Tax Information (unaudited)

 

For the year ended May 31, 2019, the Fund reports the maximum amount allowable but not less than 67.85% as interest related dividends in accordance with Section 871(k)(1) and 881(e)(1) of the Internal Revenue Code.

 

In January 2020, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV as to the federal tax status of distributions received by you in calendar year 2019.

 

PGIM High Yield Bond Fund, Inc.     53  


Other Information (unaudited)

 

Dividend Reinvestment Plan. Unless a holder of common stock elects to receive cash by contacting Computershare Trust Company, N.A. (the “Plan Administrator”), all dividends declared on common stock will be automatically reinvested by the Plan Administrator pursuant to the Fund’s Automatic Dividend Reinvestment Plan (the “Plan”), in additional common stock. The holders of common stock who elect not to participate in the Plan will receive all dividends and other distributions (together, a “Dividend”) in cash paid by check mailed directly to the stockholder of record (or, if the common stock is held in street or other nominee name, then to such nominee) by the Plan Administrator as dividend disbursing agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the Dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared Dividend. Such notice will be effective with respect to a particular Dividend. Some brokers may automatically elect to receive cash on behalf of the holders of common stock and may re-invest that cash in additional common stock.

 

The Plan Administrator will open an account for each common stockholder under the Plan in the same name in which such common stockholder’s common stock is registered. Whenever the Fund declares a Dividend payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in common stock. The common stock will be acquired by the Plan Administrator for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common stock from the Fund (“Newly Issued common stock”) or (ii) by purchase of outstanding common stock on the open market (“Open-Market Purchases”) on the NYSE or elsewhere. If, on the payment date for any Dividend, the closing market price of the common stock plus per share fees (as defined below) is equal to or greater than the NAV per share of common stock (such condition being referred to as “market premium”), the Plan Administrator will invest the Dividend amount in Newly Issued common stock on behalf of the participants. The number of Newly Issued common stock to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the NAV per share of common stock on the payment date, provided that, if the NAV per share of common stock is less than or equal to 95% of the closing market price per share of common stock on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per common stock on the payment date. If, on the payment date for any Dividend, the NAV per share of common stock is greater than the closing market value per share of common stock plus per share fees (such condition being referred to as “market discount”), the Plan Administrator will invest the Dividend amount in shares of common stock acquired on behalf of the participants in Open-Market Purchases. “Per share fees” include any applicable brokerage commissions the Plan Administrator is required to pay.

 

54  


In the event of a market discount on the payment date for any Dividend, the Plan Administrator will have until the last business day before the next date on which the common stock trades on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in common stock acquired in Open-Market Purchases on behalf of participants. If, before the Plan Administrator has completed its Open-Market Purchases, the market price per share of common stock exceeds the NAV per share of common stock, the average per share purchase price paid by the Plan Administrator for common stock may exceed the NAV per share of the common stock, resulting in the acquisition of fewer shares of common stock than if the Dividend had been paid in Newly Issued common stock on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Administrator is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making Open-Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued common stock at the NAV per share of common stock at the close of business on the Last Purchase Date, provided that, if the NAV is less than or equal to 95% of the then current market price per share of common stock, the dollar amount of the Dividend will be divided by 95% of the market price on the payment date for purposes of determining the number of shares issuable under the Plan.

 

The Plan Administrator maintains all stockholder accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by stockholders for tax records. common stock in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant, and each stockholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.

 

In the case of the holders of common stock such as banks, brokers or nominees that hold shares of common stock for others who are the beneficial owners, the Plan Administrator will administer the Plan on the basis of the number of shares of common stock certified from time to time by the record stockholder’s name and held for the account of beneficial owners who participate in the Plan.

 

The Plan Administrator’s service fee, if any, and expenses for administering the plan will be paid for by the Fund. If a participant elects by written, Internet or telephonic notice to the Plan Administrator to have the Plan Administrator sell part or all of the shares held by the Plan Administrator in the participant’s account and remit the proceeds to the participant, the Plan Administrator is authorized to deduct a $15.00 transaction fee plus a $0.12 per share

 

PGIM High Yield Bond Fund, Inc.     55  


Other Information (unaudited) (continued)

 

fee. If a participant elects to sell his or her shares of common stock, the Plan Administrator will process all sale instructions received no later than five business days after the date on which the order is received by the Plan Administrator, assuming the relevant markets are open and sufficient market liquidity exists (and except where deferral is required under applicable federal or state laws or regulations). Such sale will be made through the Plan Administrator’s broker on the relevant market and the sale price will not be determined until such time as the broker completes the sale. In every case the price to the participant shall be the weighted average sale price obtained by the Plan Administrator’s broker net of fees for each aggregate order placed by the participant and executed by the broker. To maximize cost savings, the Plan Administrator will seek to sell shares in round lot transactions. For this purpose the Plan Administrator may combine a participant’s shares with those of other selling participants.

 

There will be no brokerage charges with respect to shares of common stock issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with Open-Market Purchases. Each participant will be charged a per share fee (currently $0.05 per share) on all Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. See “Tax Matters.” Participants that request a sale of common stock through the Plan Administrator are subject to brokerage commissions.

 

Each participant may terminate the participant’s account under the Plan by so notifying the Plan Administrator via the Plan Administrator’s website at www.computershare.com/investor, by filling out the transaction request form located at the bottom of the participant’s Statement and sending it to the Plan Administrator or by calling the Plan Administrator. Such termination will be effective immediately if the participant’s notice is received by the Plan Administrator prior to any dividend or distribution record date. Upon any withdrawal or termination, the Plan Administrator will cause to be delivered to each terminating participant a statement of holdings for the appropriate number of the Fund’s whole book-entry shares of common stock and a check for the cash adjustment of any fractional share at the market value of the Fund’s shares of common stock as of the close of business on the date the termination is effective less any applicable fees. In the event a participant’s notice of termination is on or after a record date (but before payment date) for an account whose dividends are reinvested, the Plan Administrator, in its sole discretion, may either distribute such dividends in cash or reinvest them in shares of common stock on behalf of the terminating participant. In the event reinvestment is made, the Plan Administrator will process the termination as soon as practicable, but in no event later than five business days after the reinvestment is completed. The Plan may be terminated by the Fund upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Fund.

 

56  


The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.

 

All correspondence or questions concerning the Plan should be directed to the Plan Administrator, Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078 or by calling (toll free) 800-451-6788.

 

PGIM High Yield Bond Fund, Inc.     57  


Supplemental Proxy Information (unaudited)

 

An Annual Meeting of Stockholders was held on March 8, 2019. At such meeting the stockholders elected the following Class I Directors:

 

Approval of Directors

 

Class I

   Affirmative Votes Cast      Shares Against/Withheld  

Ellen S. Alberding

     26,014,601.000        3,043,796.000  

Barry H. Evans

     26,059,157.00        2,299,240.000  

Stuart S. Parker

     26,032,055.000        3,026,342.000  

Brian K. Reid

     23,787,997.000        5,270,400.000  

 

58  


Management of the Fund (unaudited)

 

Information about the Directors and Officers of the Fund is set forth below. Directors who are not deemed to be “interested persons” of the Fund, as defined in the Investment Company Act of 1940 (the “1940 Act”), are referred to as “Independent Directors.” Directors who are deemed to be “interested persons” of the Fund are referred to as “Interested Directors.” The Directors are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.

 

 
Independent Directors
Name, Address, Age Position(s) Portfolios Overseen  

Principal Occupation(s) During Past

Five Years

  Term of Office & Length of Time Served   Other Directorships
Held

Ellen S. Alberding (61)

Director

Portfolios Overseen: 96

  President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (since 2011); Trustee, Skills for America’s Future (national initiative to connect employers to community colleges) (since 2011); Trustee, National Park Foundation (charitable foundation for national park system) (since 2009); Trustee, Economic Club of Chicago (since 2009).   Since 2013 (Class I)   None.

Kevin J. Bannon (66)

Director

Portfolios Overseen: 96

  Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds.   Since 2011 (Class II)   Director of Urstadt Biddle Properties (since September 2008).

Linda W. Bynoe (66)

Director

Portfolios Overseen: 96

  President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).   Since 2011 (Class III)   Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).

 

PGIM High Yield Bond Fund, Inc.


Management of the Fund (continued)

 

 
Independent Directors
Name, Address, Age Position(s) Portfolios Overseen  

Principal Occupation(s) During Past

Five Years

  Term of Office & Length of Time Served   Other Directorships
Held

Barry H. Evans (58)

Director

Portfolios Overseen: 95

  Retired; formerly President (2005-2016), Global Chief Operating Officer (2014-2016), Chief Investment Officer – Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management U.S.   Since 2017 (Class I)   Director, Manulife Trust Company (since 2011); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016).

Keith F. Hartstein (62)

Director & Independent Chair

Portfolios Overseen: 96

  Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).   Since 2013 (Class II)   None.

Laurie Simon Hodrick (56)

Director

Portfolios Overseen: 95

  A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Professor of Law, Stanford Law School (since 2015); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008).   Since 2017 (Class III)   Independent Director, Synnex Corporation (since April 2019) (information technology); Independent Director, Kabbage, Inc. (since July 2018) (financial services); Independent Director, Corporate Capital Trust (2017-2018) (a business development company).

 

Visit our website at pgiminvestments.com  


 
Independent Directors
Name, Address, Age Position(s) Portfolios Overseen  

Principal Occupation(s) During Past

Five Years

  Term of Office & Length of Time Served   Other Directorships
Held

Michael S. Hyland, CFA (73)

Director

Portfolios Overseen: 96

  Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).   Since 2011 (Class III)   None.

Brian K. Reid (57)

Board Member

Portfolios Overseen: 95

  Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017).   Since 2018 (Class I)   None

 

 
Interested Directors

Name, Address, Age

Position(s) Portfolios

Overseen

 

Principal Occupation(s) During Past

Five Years

 

Term of

Office &

Length of

Time Served

  Other Directorships Held

Stuart S. Parker (56)

Director & President

Portfolios Overseen: 96

  President of PGIM Investments LLC (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011).   Since 2015 (Class I)   None.

 

PGIM High Yield Bond Fund, Inc.


Management of the Fund (continued)

 

 
Interested Directors

Name, Address, Age

Position(s) Portfolios

Overseen

 

Principal Occupation(s) During Past

Five Years

 

Term of

Office &

Length of

Time Served

  Other Directorships Held

Scott E. Benjamin (46)

Director & Vice President

Portfolios Overseen: 96

  Executive Vice President (since June 2009) of PGIM Investments LLC; Executive Vice President (June 2009-June 2012) and Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); Vice President of Product Development and Product Management, PGIM Investments (2003-2006).   Since 2011 (Class III)   None.

Grace C. Torres (59)*

Director

Portfolios Overseen: 95

  Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc.   Since 2015 (Class II)   Formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank; Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank.

 

*

Note: Prior to her retirement in 2014, Ms. Torres was employed by PGIM Investments LLC. Due to her prior employment, she is considered to be an “interested person” under the 1940 Act. Ms. Torres is a Non-Management Interested Director.

 

Visit our website at pgiminvestments.com  


Fund Officers(a)
Name, Address and Age Position with Fund   Term of Office   Principal Occupation(s) During Past Five Years

Raymond A. O’Hara (63)

Chief Legal Officer

  Since 2012   Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of PGIM Investments LLC (since June 2012); Chief Legal Officer of PMFS (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988-August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).
Dino Capasso (44) Chief Compliance Officer   Since 2018   Chief Compliance Officer (July 2019-Present) of PGIM Investments LLC; Chief Compliance Officer (July 2019-Present) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM High Yield Bond Fund, Inc., and PGIM Jennison MLP Income Fund, Inc.; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly, Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC.

Andrew R. French (56)

Secretary

  Since 2011   Vice President (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of PMFS.

Jonathan D. Shain (60)

Assistant Secretary

  Since 2011   Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PGIM Investments LLC; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.

Claudia DiGiacomo (44)

Assistant Secretary

  Since 2011   Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PGIM Investments LLC (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).
Diana N. Huffman (37) Assistant Secretary   Since 2019   Vice President and Corporate Counsel (since September 2015) of Prudential; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015).

 

PGIM High Yield Bond Fund, Inc.


Management of the Fund (continued)

 

Fund Officers(a)
Name, Address and Age Position with Fund   Term of Office   Principal Occupation(s) During Past Five Years

Christian J. Kelly (44)

Treasurer & Principal Financial and Accounting Officer

  Since 2019   Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly, Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007).

Peter Parrella (60)

Assistant Treasurer

  Since 2011   Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).

Lana Lomuti (50)

Assistant Treasurer

  Since 2014   Vice President (since 2007) and Director (2005-2007), within Prudential Mutual Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.

Linda McMullin (57)

Assistant Treasurer

  Since 2014   Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration.

 

(a)

Excludes Mr. Parker and Mr. Benjamin, Interested Directors of the Fund who also serve as President and Vice President, respectively.

 

Explanatory Notes to Tables:

   

Directors are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC.

   

Unless otherwise noted, the address of all Directors and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4077.

   

The Board of Directors is divided into three classes, each of which has three-year terms. Class I term expires in 2022, Class II term expires in 2020 and Class III term expires in 2021. Officers are generally elected by the Board to one-year terms.

   

There is no set term of office for Directors or Officers. The Directors have adopted a retirement policy, which calls for the retirement of Directors on December 31 of the year in which they reach the age of 75.

   

“Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act.

   

“Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, The Prudential Variable Contract Accounts, Target Mutual Funds, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust.

 

Visit our website at pgiminvestments.com  


Privacy Notice

 

Prudential values your business and your trust. We respect the privacy of your personal information and take our responsibility to protect it seriously. This privacy notice is provided on behalf of the Prudential companies listed at the end of this notice (Prudential), and applies to our current and former customers. This notice describes how we treat the information we receive about you, including the ways in which we will share your personal information within Prudential and your right to opt out of such sharing.

 

Protecting Your Personal Information

We maintain physical, electronic and procedural safeguards to protect your personal information. The people who are authorized to have access to your personal information need it to do their jobs, and we require them to keep that information secure and confidential.

 

Personal Information We Collect

We collect your personal information when you fill out applications and other forms, when you enter personal details on our websites, when you respond to our emails, and when you provide us information over the telephone. We also collect personal information that others give us about you. This information includes, for example:

   

name

   

address, email address, telephone number, and other contact information

   

income and financial information

   

Social Security number

   

transaction history

   

medical information for insurance applications

   

consumer reports from consumer reporting agencies

   

participant information from organizations that purchase products or services from us for the benefit of their members or employees

 

Using Your Information

We use your personal information for various business purposes, including:

   

normal everyday business purposes, such as providing services to you and administrating your account or policy

   

business research and analysis

   

marketing products and services of Prudential and other companies in which you may be interested

   

as required by law

 

Sharing Your Information

We may share your personal information, including information about your transactions and experiences, among Prudential companies and with other non-Prudential companies who perform services for us or on our behalf, for our everyday business purposes, such as providing services to you and administering your account or policy. We may also share your personal information with another financial institution if you agree that your account or policy can be transferred to that financial company.


We may share your personal information among Prudential companies so that the Prudential companies can market their products and services to you. We may also share consumer report information among Prudential companies which may include information about you from credit reports and certain information that we receive from you and from consumer reporting agencies or other third parties. You can limit this sharing by following the instructions described in this notice. For those customers who have one of our products through a plan sponsored by an employer or other organization, we will share your personal information in a manner consistent with the terms of the plan agreement or consistent with our agreement with you.

 

We may also share your personal information as permitted or required by law, including, for example, to law enforcement officials and regulators, in response to subpoenas, and to prevent fraud.

 

Unless you agree otherwise, we do not share your personal information with non-Prudential companies for them to market their products or services to you. We may tell you about a product or service that other companies offer and, if you respond, that company will know that we selected you to receive the information.

 

Limiting Our Sharing – Opt Out/Privacy Choice

You may tell us not to share your personal information among Prudential companies for marketing purposes, and not to share consumer report information among Prudential companies, by “opting out” of such sharing. To limit our sharing for these purposes:

   

visit us online at: www.prudential.com/privacyoptout

   

call us at: 1-877-248-4019

 

If you previously told us since 2016 not to share your personal information among Prudential companies for marketing purposes, or not to share your consumer report information among Prudential companies, you do not need to tell us not to share your information again.

 

You are not able to limit our ability to share your personal information among Prudential companies and with other non-Prudential companies for servicing and administration purposes.

 

Questions

If you have any questions about how we protect, use, and share your personal information or about this privacy notice, please call us. The toll-free number is 1-877-248-4019.

 

We reserve the right to modify this notice at any time. This notice is also available anytime at www.prudential.com.

 

This notice is being provided to customers and former customers of the Prudential companies listed below.

 

Insurance Companies and Insurance Company Separate Accounts

The Prudential Insurance Company of America; Prudential Annuities Life Assurance Corporation; Pruco Life Insurance Company; Pruco Life Insurance Company of New Jersey; Prudential Retirement Insurance and Annuity Company (PRIAC); CG Variable Annuity Separate Account; Prudential Legacy Insurance Company of New Jersey; All insurance company separate accounts that include the following names or are otherwise identified as maintained by an entity that includes the following names: Prudential, Pruco, or PRIAC


Insurance Agencies

Prudential Insurance Agency, LLC; Mullin TBG Insurance Agency Services, LLC;

 

Broker-Dealers and Registered Investment Advisers

AST Investment Services, Inc.; Prudential Annuities Distributors, Inc.; Global Portfolio Strategies, Inc.; Pruco Securities, LLC; PGIM, Inc.; Prudential Investment Management Services LLC; PGIM Investments LLC; Prudential Private Placement Investors, L.P., Prudential Customer Solutions LLC; Quantitative Management Associates LLC

 

Bank and Trust Companies

Prudential Bank & Trust, FSB; Prudential Trust Company

 

Investment Companies and Other Investment Vehicles

Prudential Mutual Funds; Prudential Capital Partners, L.P.; The Target Portfolio Trust; Advanced Series Trust; Prudential Private Placement Investors, Inc.; All funds that include the following names: Prudential, PCP, PGIM, or PCEP

 

Other Companies

Prudential Workplace Solutions Group Services, LLC; Prudential Mutual Fund Services LLC

 

Vermont Residents: We will not share information about your creditworthiness among Prudential companies, other than as permitted by Vermont law, unless you authorize us to make those disclosures.

 

LOGO

 

 

Prudential, the Prudential logo and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

D6021    Privacy Ed 1/2019


 MAIL    MAIL (OVERNIGHT)    TELEPHONE

Computershare

P.O. Box 30170

College Station, TX 77842-3170

  Computershare

211 Quality Circle

Suite 210

College Station, TX 77845

  (800) 451-6788
   WEBSITE
  pgiminvestments.com

 

PROXY VOTING
The Board of Directors of the Fund has delegated to the Fund’s subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 451-6788 or by visiting the Securities and Exchange Commission’s website at sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Securities and Exchange Commission’s website.

 

DIRECTORS
Ellen S. Alberding Kevin J. Bannon Scott E. Benjamin Linda W. Bynoe  Barry H. Evans Keith F. Hartstein Laurie Simon Hodrick Michael S. Hyland Stuart S. Parker Brian K. Reid Grace C. Torres

 

OFFICERS
Stuart S. Parker, President Scott E. Benjamin, Vice President Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer Raymond A. O’Hara, Chief Legal Officer Dino Capasso, Chief Compliance Officer Andrew R. French, Secretary Jonathan D. Shain, Assistant Secretary Claudia DiGiacomo, Assistant Secretary Diana N. Huffman, Assistant Secretary Peter Parrella, Assistant Treasurer Lana Lomuti, Assistant Treasurer Linda McMullin, Assistant Treasurer Kelly Coyne, Assistant Treasurer Charles H. Smith, Anti-Money Laundering Compliance Officer

 

MANAGER   PGIM Investments LLC   655 Broad Street
Newark, NJ 07102

 

SUBADVISER   PGIM Fixed Income  

655 Broad Street

Newark, NJ 07102

 

CUSTODIAN   The Bank of New York Mellon   240 Greenwich Street
New York, NY 10286

 

TRANSFER AGENT   Computershare Trust Company, N.A.   PO Box 30170
College Station, TX
77842-3170

 

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
  KPMG LLP   345 Park Avenue
New York, NY 10154

 

FUND COUNSEL   Sidley Austin LLP   787 Seventh Avenue
New York, NY 10019

 


SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, PGIM High Yield Bond Fund, Inc., PGIM Investments, Attn: Board of Directors, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to the same address. Communications are not screened before being delivered to the addressee.

 

AVAILABILITY OF PORTFOLIO SCHEDULE
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov. Form N-PORT is filed with the Commission quarterly, and each Fund’s full portfolio holdings as of the first and third fiscal quarter-ends will be made publicly available 60 days after the end of each quarter.

 

CERTIFICATIONS
The Fund’s Chief Executive Officer has submitted to the New York Stock Exchange (NYSE) the required annual certifications and the Fund has also included the certifications of the Fund’s Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act, on the Fund’s Form N-CSR filed with the Commission, for the period of this report.

 

This report is transmitted to shareholders of the Fund for their information. This is not a prospectus, circular, or representation intended for use in the purchase or sale of shares of the Fund or any securities mentioned in this report.

 

An investor should consider the investment objective, risks, charges, and expenses of the Fund carefully before investing.

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase, from time to time, shares of its common stock at market prices.


LOGO

 

 

 

PGIM HIGH YIELD BOND FUND, INC.

 

NYSE   ISD
CUSIP   69346H100

 

PICE1000E


Item 2 – Code of Ethics — See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 800-225-1852, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board has determined that Mr. Kevin J. Bannon, member of the Board’s Audit Committee is an “audit committee financial expert,” and that he is “independent,” for purposes of this Item.

Item 4 – Principal

Accountant Fees and

Services – (a) Audit Fees

 

 

For the fiscal years ended May 31, 2019 and May 31, 2018, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $44,155 and $43,718 respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

 

 

For the fiscal years ended May 31, 2019 and May 31, 2018: none.

(c) Tax Fees

 

 

For the fiscal years ended May 31, 2019 and May 31, 2018: none.

(d) All Other Fees

 

 

For the fiscal years ended May 31, 2019 and May 31, 2018: none.

(e) (1) Audit Committee Pre-Approval Policies and Procedures


THE PGIM MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent

Accountants

The Audit Committee of each PGIM Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve the independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

 

   

a review of the nature of the professional services expected to be provided,

 

   

a review of the safeguards put into place by the accounting firm to safeguard independence, and

 

   

periodic meetings with the accounting firm.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services.

Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed non-audit services will not adversely affect the independence of the independent accountants. Such proposed non-audit services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.

The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services, which the Committee (or the Committee Chair) would consider for pre-approval.


Audit Services

The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:

 

   

Annual Fund financial statement audits

 

   

Seed audits (related to new product filings, as required)

 

   

SEC and regulatory filings and consents

Audit-related Services

The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:

 

   

Accounting consultations

 

   

Fund merger support services

 

   

Agreed Upon Procedure Reports

 

   

Attestation Reports

 

   

Other Internal Control Reports

Individual audit-related services that fall within one of these categories (except for fund merger support services) and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated). Fees related to fund merger support services are subject to a separate authorized pre-approval by the Audit Committee with fees determined on a per occurrence and merger complexity basis.

Tax Services

The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:

 

   

Tax compliance services related to the filing or amendment of the following:

 

   

Federal, state and local income tax compliance; and,

 

   

Sales and use tax compliance

 

   

Timely RIC qualification reviews

 

   

Tax distribution analysis and planning

 

   

Tax authority examination services

 

   

Tax appeals support services

 

   

Accounting methods studies

 

   

Fund merger support services

 

   

Tax consulting services and related projects


Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated).

Other Non-Audit Services

Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Proscribed Services

The Fund’s independent accountants will not render services in the following categories of non-audit services:

 

   

Bookkeeping or other services related to the accounting records or financial statements of the Fund

 

   

Financial information systems design and implementation

 

   

Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

   

Actuarial services

 

   

Internal audit outsourcing services

 

   

Management functions or human resources

 

   

Broker or dealer, investment adviser, or investment banking services

 

   

Legal services and expert services unrelated to the audit

 

   

Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval of Non-Audit Services Provided to Other Entities Within the PGIM Fund Complex

Certain non-audit services provided to PGIM Investments LLC or any of its affiliates that also provide ongoing services to the PGIM Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $30,000. Services presented for pre-approval pursuant to this paragraph


will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Although the Audit Committee will not pre-approve all services provided to PGIM Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to PGIM Investments and its affiliates.

 

(e) (2)

Percentage of services referred to in 4(b) – 4(d) that were approved by the audit

committee – For the fiscal years ended May 31, 2019 and May 31, 2018: none.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

 

 

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g) Non-Audit Fees

 

 

The aggregate non-audit fees billed by KPMG for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended May 31, 2019 and May 31, 2018 was $0 and $0, respectively.

(h) Principal Accountant’s Independence

 

 

Not applicable as KPMG has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

Item 5 – Audit Committee of Listed Registrants –

 

 

The registrant has a separately designated standing audit committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Kevin J. Bannon (chair), Ellen S. Alberding, Linda W. Bynoe, and Richard A. Redeker (ex-officio).

Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies –


PROXY VOTING POLICIES OF THE SUBADVISER

PGIM FIXED INCOME

Our policy is to vote proxies in the best economic interest of our clients. In the case of pooled accounts, our policy is to vote proxies in the best economic interest of the pooled account. Our proxy voting policy contains detailed voting guidelines on a wide variety of issues commonly voted upon by shareholders. These guidelines reflect our judgment of how to further the best economic interest of our clients through the shareholder or debt-holder voting process.

PGIM Fixed Income invests primarily in debt securities, thus there are few traditional proxies voted by us. We generally vote with management on routine matters such as the appointment of accountants or the election of directors. From time to time, ballot issues arise that are not addressed by our policy or circumstances may suggest a vote not in accordance with our established guidelines. In these cases, voting decisions are made on a case-by-case basis by the applicable portfolio manager taking into consideration the potential economic impact of the proposal. Not all ballots are received by us in advance of voting deadlines, but when ballots are received in a timely fashion, we strive to meet our voting obligations. We cannot, however, guarantee that every proxy will be voted prior to its deadline.

With respect to non-U.S. holdings, we take into account additional restrictions in some countries that might impair our ability to trade those securities or have other potentially adverse economic consequences. We generally vote non-U.S. securities on a best efforts basis if we determine that voting is in the best economic interest of our clients.

Occasionally, a conflict of interest may arise in connection with proxy voting. For example, the issuer of the securities being voted may also be a client of ours. When we identify an actual or potential material conflict of interest between the firm and our clients with respect to proxy voting, the matter is presented to senior management who will resolve such issue in consultation with the compliance and legal departments. Proxy voting is reviewed by our trade management oversight committee.

Any client may obtain a copy of our proxy voting policy, guidelines and procedures, as well as the proxy voting records for that client’s securities, by contacting the account management representative responsible for the client’s account.

Item 8 – Portfolio Managers of Closed-End Management Investment Companies

Portfolio Managers

The following individuals have primary responsibility for the day-to-day implementation of the Fund’s investment strategy.

Robert Cignarella, CFA, is a Managing Director and Head of PGIM Fixed Income’s Leveraged Finance Team, which includes the US and European High Yield Bond and Bank Loan sector teams. Previously, Mr. Cignarella was a managing director and co-head of high yield and bank loans at Goldman Sachs Asset Management. He also held positions as a high yield portfolio manager and a high yield and investment grade credit analyst. Earlier, he was a financial analyst in the investment banking division of Salomon Brothers. Mr. Cignarella received an MBA from the University of Chicago, and a bachelor’s degree in operations research and industrial engineering from Cornell University. He holds the Chartered Financial Analyst (CFA) designation.

Brian Clapp, CFA, is a Principal and a high yield portfolio manager for PGIM Fixed Income’s High Yield Team. Mr. Clapp was previously a senior high yield credit analyst on PGIM Fixed Income’s Credit Research team. He joined the Firm in 2006 from Muzinich & Co. While there, Mr. Clapp held several positions, including portfolio manager for a high yield bond based hedge fund, hedge fund credit analyst, and credit analyst covering the chemical, industrial, and transportation sectors. Earlier at Triton Partners, an institutional high yield fund manager, Mr. Clapp was a credit analyst covering the metals and mining, healthcare, homebuilding, building products and transportation sectors. He received a BS in Finance from Bryant College, and an MS in Computational Finance, and an MBA from Carnegie Mellon. Mr. Clapp holds the Chartered Financial Analyst (CFA) designation.

Ryan Kelly, CFA, is a Principal and a high yield portfolio manager for PGIM Fixed Income’s High Yield Team. Prior to his current position, Mr. Kelly was a senior high yield credit analyst in PGIM Fixed Income’s Credit Research Group, covering the automotive, energy, technology and finance sectors. Previously, Mr. Kelly was a senior high yield bond analyst at Muzinich & Company. Earlier, he was an investment banker at PNC Capital Markets/PNC Bank where he worked in the high yield bond, mergers and acquisition (M&A) and loan syndication groups. Mr. Kelly began his career in investment banking at Chase Manhattan Bank, working on project finance transactions and M&A advisory mandates for the electric power sector. He received a BA in Economics from Michigan State University and holds the Chartered Financial Analyst (CFA) designation.

Robert Spano, CFA, CPA, is a Principal and a high yield portfolio manager for PGIM Fixed Income’s High Yield Bond Team. Prior to assuming his current position in 2007, Mr. Spano was a high yield credit analyst for 10 years in PGIM Fixed Income’s Credit Research Group, covering the health, lodging, consumer, gaming, restaurants, and chemical industries. Earlier, he worked as an investment analyst in the Project Finance Unit of the Firm’s private placement group. Mr. Spano also held positions in the internal audit and risk management units of Prudential Securities. He received a BS in Accounting from the University of Delaware and an MBA from New York University. Mr. Spano holds the Chartered Financial Analyst (CFA) and Certified Public Accountant (CPA) designations.


Daniel Thorogood, CFA, is a Vice President and a high yield portfolio manager for PGIM Fixed Income’s High Yield Team.

Mr. Thorogood is also responsible for portfolio strategy and managing high yield bond allocations in multi-sector portfolios. Prior to joining the High Yield Team, Mr. Thorogood was a member of PGIM Fixed Income’s Quantitative Research and Risk Management Group. Mr. Thorogood was the head of a team of portfolio analysts who support the Firm’s credit-related strategies, including investment grade corporate, high yield corporate, and emerging market debt sectors. The team was primarily responsible for performing detailed portfolio analysis relative to benchmarks, monitoring portfolio risk exposures, and analyzing performance through proprietary return attribution models. Prior to joining the Quantitative Research and Risk Management Group in 1996, Mr. Thorogood was Associate Manager in PGIM Fixed Income’s Trade Support and Operations Unit. He received a BS in Finance from Florida State University and an MBA in Finance from Rutgers University. Mr. Thorogood holds the Chartered Financial Analyst (CFA) designation.

Other Accounts Managed by the Portfolio Managers. The following tables set forth certain information with respect to the portfolio managers for the Fund. Unless noted otherwise, all information is provided as of May 31, 2019.

The table below identifies, for each portfolio manager, the number of accounts (other than the Fund) for which the portfolio manager has day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts whose fees are based on performance is indicated in italic typeface. In addition is information about portfolio manager ownership of Fund securities. The Ownership of Fund Securities column shows the dollar range of equity securities of the Fund beneficially owned by the portfolio manager.

 

Portfolio

Managers

  

Registered Investment
Companies/

Total Assets

    

Other Pooled
Investment

Vehicles/
Total Assets

    

Other Accounts/

Total Assets

    

Fund

Ownership

 
   

Robert Cignarella, CFA

     31 / $16,318,933,872        18 / $6,475,624,269        116 / $11,791,878,497        $100,001 - $500,000  

Brian Clapp, CFA

     31 / $15,487,160,342        18 / $6,475,624,269        116 / $11,222,649,364        $50,001 - $100,000  

Ryan Kelly, CFA

     31 / $15,487,160,342        18 / $6,475,624,269        116 / $11,222,649,364        $10,001 - $50,000  

Robert Spano, CFA, CPA

     31 / $15,487,160,342        18 / $6,475,624,269        116 / $11,222,649,364        $10,001 - $50,000  

Daniel Thorogood, CFA

     31 / $15,487,160,342        18 / $6,475,624,269        116 / $11,222,649,364        $50,001 - $100,000  

Compensation and Conflicts Disclosure:

Compensation

General

The base salary of an investment professional in the PGIM Fixed Income unit of PGIM, Inc. is based on market data relative to similar positions as well as the past performance, years of experience and scope of responsibility of the individual. Incentive compensation, including the annual cash bonus, the long-term equity grant and grants under PGIM Fixed Income’s long-term incentive plans, is primarily based on such person’s contribution to PGIM Fixed Income’s goal of providing investment performance to clients consistent with portfolio objectives, guidelines and risk parameters and market-based data such as compensation trends and levels of overall compensation for similar positions in the asset management industry. In addition, an investment professional’s qualitative contributions to the organization and its commercial success are considered in determining incentive compensation. Incentive compensation is not solely based on the performance of, or value of assets in, any single account or group of client accounts.

An investment professional’s annual cash bonus is paid from an annual incentive pool. The pool is developed as a percentage of PGIM Fixed Income’s operating income and the percentage used to calculate the pool may be refined by factors such as:

   

business initiatives;

   

the number of investment professionals receiving a bonus and related peer group compensation;

   

financial metrics of the business relative to those of appropriate peer groups; and

 

   

investment performance of portfolios: (i) relative to appropriate peer groups; and/or (ii) as measured against relevant investment indices.


Long-term compensation consists of Prudential Financial restricted stock and grants under the long-term incentive plan and targeted long-term incentive plan. Grants under the long-term incentive plan and targeted long-term incentive plan are participation interests in notional accounts with a beginning value of a specified dollar amount. For the long-term incentive plan, the value attributed to these notional accounts increases or decreases over a defined period of time based, in part, on the performance of investment composites representing a number of PGIM Fixed Income’s investment strategies. With respect to targeted long-term incentive awards, the value attributed to the notional accounts increases or decreases over a defined period of time based on the performance of either (i) a long/short investment composite or (ii) a commingled investment vehicle. An investment composite is an aggregation of accounts with similar investment strategies. The long-term incentive plan is designed to more closely align compensation with investment performance and the growth of PGIM Fixed Income’s business. The targeted long-term incentive plan is designed to align the interests of certain of PGIM Fixed Income’s investment professionals with the performance of a particular long/short composite or commingled investment vehicle. The chief investment officer/head of PGIM Fixed Income also receives (i) performance shares which represent the right to receive shares of Prudential Financial common stock conditioned upon, and subject to, the achievement of specified financial performance goals by Prudential Financial; (ii) book value units which track the book value per share of Prudential Financial; and (iii) Prudential Financial stock options. Each of the restricted stock, long-term incentive plan grants, performance shares, book value units and stock options is subject to vesting requirements.

CONFLICTS OF INTEREST. Like other investment advisers, PGIM Fixed Income is subject to various conflicts of interest in the ordinary course of its business. PGIM Fixed Income strives to identify potential risks, including conflicts of interest, that are inherent in its business, and conducts annual conflict of interest reviews. When actual or potential conflicts of interest are identified, PGIM Fixed Income seeks to address such conflicts through one or more of the following methods:

 

   

elimination of the conflict;

 

   

disclosure of the conflict; or

 

   

management of the conflict through the adoption of appropriate policies, procedures or other mitigants.

PGIM Fixed Income follows the policies of Prudential Financial, Inc. (Prudential Financial) on business ethics, personal securities trading by investment personnel, and information barriers. PGIM Fixed Income has adopted a code of ethics, allocation policies and conflicts of interest policies, among others, and has adopted supervisory procedures to monitor compliance with its policies. PGIM Fixed Income cannot guarantee, however, that its policies and procedures will detect and prevent, or result in the disclosure of, each and every situation in which a conflict may arise.

Side-by-Side Management of Accounts and Related Conflicts of Interest. PGIM Fixed Income’s side-by-side management of multiple accounts can create conflicts of interest. Examples are detailed below, followed by a discussion of how PGIM Fixed Income addresses these conflicts.

   

Performance Fees— PGIM Fixed Income manages accounts with asset-based fees alongside accounts with performance- based fees. This side-by-side management may be deemed to create an incentive for PGIM Fixed Income and its investment professionals to favor one account over another. Specifically, PGIM Fixed Income or its affiliates could be considered to have the incentive to favor accounts for which PGIM Fixed Income or an affiliate receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees.

   

Affiliated accounts— PGIM Fixed Income manages accounts on behalf of its affiliates as well as unaffiliated accounts. PGIM Fixed Income could be considered to have an incentive to favor accounts of affiliates over others.

   

Large accounts/higher fee strategies —large accounts and clients typically generate more revenue than do smaller accounts or clients and certain of PGIM Fixed Income’s strategies have higher fees than others. As a result, a portfolio manager could be considered to have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for PGIM Fixed Income.

   

Long only and long/short accounts— PGIM Fixed Income manages accounts that only allow it to hold securities long as well as accounts that permit short selling. PGIM Fixed Income may, therefore, sell a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. In addition, purchases for long only accounts could have a negative impact on the short positions.

   

Securities of the same kind or class— PGIM Fixed Income sometimes buys or sells for one client account securities of the same kind or class that are purchased or sold for another client at prices that may be different. PGIM Fixed Income may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account due to differences in price, investment strategy or client direction. Different strategies trading in the same securities or types of securities may appear as inconsistencies in PGIM Fixed Income’s management of multiple accounts side-by-side.

   

Investment at different levels of an issuer’s capital structure— PGIM Fixed Income may invest client assets in the same issuer, but at different levels in the capital structure. In the event of restructuring or insolvency, PGIM Fixed Income may exercise remedies and take other actions on behalf of the holders of senior debt that are not in the interest of, or are adverse to, other clients that are the holders of junior debt, or vice versa.


   

Financial interests of investment professionals - PGIM Fixed Income investment professionals may invest in certain investment vehicles that it manages, including mutual funds and private funds. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by Prudential Financial. In addition, the value of grants under PGIM Fixed Income’s long-term incentive plan and targeted long-term incentive plan is affected by the performance of certain client accounts. As a result, PGIM Fixed Income investment professionals may have financial interests in accounts managed by PGIM Fixed Income or that are related to the performance of certain client accounts.

 

   

Non-discretionary accounts — PGIM Fixed Income provides non-discretionary investment advice to some clients and manages others on a discretionary basis. Trades in non-discretionary accounts or accounts where discretion is limited could occur before, in concert with, or after PGIM Fixed Income executes similar trades in its discretionary accounts. The non-discretionary/limited discretion clients may be disadvantaged if PGIM Fixed Income delivers investment advice to them after it initiates trading for the discretionary clients, or vice versa.

How PGIM Fixed Income Addresses These Conflicts of Interest. PGIM Fixed Income has developed policies and procedures designed to address the conflicts of interest with respect to its different types of side-by-side management described above.

 

   

Quarterly Strategy Reviews. Each quarter, the chief investment officer/head of PGIM Fixed Income holds a series of meetings with the senior portfolio manager and team responsible for the management of each of PGIM Fixed Income’s investment strategies. At each meeting, the chief investment officer/head of PGIM Fixed Income and strategy teams review and discuss the investment performance and performance attribution for each client account managed in the applicable strategy. These meetings are also typically attended by PGIM Fixed Income’s chief compliance officer or his designee and head of investment risk management or his designee.

 

   

Quarterly Senior Management Investment Review. Each quarter, the chief investment officer/head of PGIM Fixed Income reviews the investment performance and performance attribution of each of our strategies during a meeting typically attended by members of PGIM Fixed Income’s senior leadership team, chief compliance officer or his designee, head of investment risk management or his designee and senior portfolio managers.

 

   

In keeping with PGIM Fixed Income’s fiduciary obligations, its policy with respect to trade aggregation and allocation is to treat all of its client accounts fairly and equitably over time. PGIM Fixed Income’s trade management oversight committee, which generally meets quarterly, is responsible for providing oversight with respect to trade aggregation and allocation. Its compliance group periodically reviews a sampling of new issue allocations and related documentation to confirm compliance with the trade aggregation and allocation procedures. In addition, the compliance and investment risk management groups review forensic reports regarding new issue and secondary trade activity on a quarterly basis. This forensic analysis includes such data as the: (i) number of new issues allocated in the strategy; (ii) size of new issue allocations to each portfolio in the strategy; (iii) profitability of new issue transactions; and (iv) portfolio turnover. The results of these analyses are reviewed and discussed at PGIM Fixed Income’s trade management oversight committee meetings. The procedures above are designed to detect patterns and anomalies in PGIM Fixed Income’s side-by-side management and trading so that it may assess and improve its processes.

 

   

PGIM Fixed Income has procedures that specifically address its side-by-side management of long/short and long only portfolios. These procedures address potential conflicts that could arise from differing positions between long/short and long only portfolios. In addition, lending opportunities with respect to securities for which the market is demanding a slight premium rate over normal market rates are allocated to long only accounts prior to allocating the opportunities to long/short accounts.

Conflicts Related to PGIM Fixed Income’s Affiliations. As an indirect wholly-owned subsidiary of Prudential Financial, PGIM Fixed Income is part of a diversified, global financial services organization. PGIM Fixed Income is affiliated with many types of U.S. and non-U.S. financial service providers, including insurance companies, broker-dealers, commodity trading advisors, commodity pool operators and other investment advisers. Some of its employees are officers of and/or provide services to some of these affiliates.

 

   

Conflicts Arising Out of Legal Restrictions. PGIM Fixed Income may be restricted by law, regulation, contract or other constraints as to how much, if any, of a particular security it may purchase or sell on behalf of a client, and as to the timing of such purchase or sale. Sometimes these restrictions apply as a result of its relationship with Prudential Financial and its other affiliates. For example, PGIM Fixed Income does not purchase securities issued by Prudential Financial for client accounts. In addition, PGIM Fixed Income’s holdings of a security on behalf of its clients are required, under certain regulations, to be aggregated with the holdings of that security by other Prudential Financial affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds. Prudential Financial tracks these aggregated holdings and may restrict purchases to avoid


 

crossing such thresholds because of the potential consequences to Prudential Financial if such thresholds are exceeded. In addition, PGIM Fixed Income could receive material, non-public information with respect to a particular issuer and, as a result, be unable to execute transactions in securities of that issuer for its clients. For example, PGIM Fixed Income’s bank loan team often invests in private bank loans in connection with which the borrower provides material, non-public information, resulting in restrictions on trading securities issued by those borrowers. PGIM Fixed Income has procedures in place to carefully consider whether to intentionally accept material, non-public information with respect to certain issuers. PGIM Fixed Income is generally able to avoid receiving material, non-public information from its affiliates and other units within PGIM, Inc. by maintaining information barriers. In some instances, it may create an isolated information barrier around a small number of its employees so that material, non-public information received by such employees is not attributed to the rest of PGIM Fixed Income.

 

   

Conflicts Related to Outside Business Activity. From time to time, certain of PGIM Fixed Income employees or officers may engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval pursuant to PGIM Fixed Income’s personal conflicts of interest and outside business activities policy. Actual and potential conflicts of interest are analyzed during such approval process. PGIM Fixed Income could be restricted in trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activity, obtains material, non-public information regarding an issuer.

 

   

Conflicts Related to Investment of Client Assets in Affiliated Funds. PGIM Fixed Income may invest client assets in funds that it manages or subadvises for an affiliate. PGIM Fixed Income may also invest cash collateral from securities lending transactions in these funds. These investments benefit both PGIM Fixed Income and its affiliate.

 

   

PICA General Account. Because of the substantial size of the general accounts of our affiliated insurance companies, trading by these general accounts, including PGIM Fixed Income’s trades on behalf of the accounts, may affect the market prices or limit the availability of the securities or instruments transacted. Although PGIM Fixed Income does not expect that the general accounts will execute transactions that will move a market frequently, and generally only in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients.

Conflicts Related to Co-investment by Affiliates

PGIM Fixed Income affiliates may provide initial funding or otherwise invest in vehicles it manages. When an affiliate provides “seed capital” or other capital for a fund, it may do so with the intention of redeeming all or part of its interest at a future point in time or when it deems that sufficient additional capital has been invested in that fund.

The timing of a redemption by an affiliate could benefit the affiliate. For example, the fund may be more liquid at the time of the affiliate’s redemption than it is at times when other investors may wish to withdraw all or part of their interests.

In addition, a consequence of any withdrawal of a significant amount, including by an affiliate, is that investors remaining in the fund will bear a proportionately higher share of fund expenses following the redemption.

PGIM Fixed Income could also face a conflict if the interests of an affiliated investor in a fund it manages diverge from those of the fund or other investors. For example, PGIM Fixed Income affiliates, from time to time, hedge some or all of the risks associated with their investments in certain funds PGIM Fixed Income manages. PGIM Fixed Income may provide assistance in connection with this hedging activity.

PGIM Fixed Income believes that these conflicts are mitigated by its allocation policies and procedures, its supervisory review of accounts and its procedures with respect to side-by-side management of long only and long/short accounts.


Conflicts Arising Out of Industry Activities

PGIM Fixed Income and its affiliates have service agreements with various vendors that are also investment consultants. Under these agreements, PGIM Fixed Income or its affiliates compensate the vendors for certain services, including software, market data and technology services. PGIM Fixed Income’s clients may also retain these vendors as investment consultants. The existence of these service agreements may provide an incentive for the investment consultants to favor PGIM Fixed Income when they advise their clients. PGIM Fixed Income does not, however, condition its purchase of services from consultants upon their recommending PGIM Fixed Income to their clients. PGIM Fixed Income will provide clients with information about services that it obtains from these consultants upon request.

PGIM Fixed Income retains third party advisors and other service providers to provide various services for PGIM Fixed Income as well as for funds that PGIM Fixed Income manages or subadvises. A service provider may provide services to PGIM Fixed Income or one of PGIM Fixed Income’s funds while also providing services to other PGIM units, other PGIM-advised funds, or affiliates of PGIM, and may negotiate rates in the context of the overall relationship. PGIM Fixed Income may benefit from negotiated fee rates offered to its funds and vice versa. There is no assurance, however, that PGIM Fixed Income will be able to obtain advantageous fee rates from a given service provider negotiated by its affiliates based on their relationship with the service provider, or that PGIM Fixed Income will know of such negotiated fee rates.

Conflicts Related to Securities Holdings and Other Financial Interests

 

   

Prudential Financial, PICA, PGIM Fixed Income and other affiliates of PGIM at times have financial interests in, or relationships with, companies whose securities or related instruments PGIM Fixed Income holds, purchases or sells in its client accounts. Certain of these interests and relationships are material to PGIM Fixed Income or to the Prudential enterprise. At any time, these interests and relationships could be inconsistent or in potential or actual conflict with positions held or actions taken by PGIM Fixed Income on behalf of PGIM Fixed Income’s client accounts. For example:

 

   

PGIM Fixed Income invests in the securities of one or more clients for the accounts of other clients.

 

   

PGIM Fixed Income’s affiliates sell various products and/or services to certain companies whose securities PGIM Fixed Income purchases and sells for PGIM Fixed Income clients.

 

   

PGIM Fixed Income invests in the debt securities of companies whose equity is held by its affiliates.

 

   

PGIM Fixed Income’s affiliates hold public and private debt and equity securities of a large number of issuers and may invest in some of the same issuers for other client accounts but at different levels in the capital structure. For example:

 

  o

Affiliated accounts can hold the senior debt of an issuer whose subordinated debt is held by PGIM Fixed Income’s clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts. In the event of restructuring or insolvency, the affiliated accounts as holders of senior debt may exercise remedies and take other actions that are not in the interest of, or are adverse to, other clients that are the holders of junior debt.

 

  o

To the extent permitted by applicable law, PGIM Fixed Income may also invest client assets in offerings of securities the proceeds of which are used to repay debt obligations held in affiliated accounts or other client accounts. PGIM Fixed Income’s interest in having the debt repaid creates a conflict of interest, PGIM Fixed Income has adopted a refinancing policy to address this conflict.

 

   

Certain of PGIM Fixed Income’s affiliates (as well as directors or officers of its affiliates) are officers or directors of issuers in which PGIM Fixed Income invests from time to time. These issuers may also be service providers to PGIM Fixed Income or its affiliates.

 

   

In addition, PGIM Fixed Income may invest client assets in securities backed by commercial mortgage loans that were originated or are serviced by an affiliate.


In general, conflicts related to the financial interests described above are addressed by the fact that PGIM Fixed Income makes investment decisions for each client independently considering the best economic interests of such client.

Conflicts Related to the Offer and Sale of Securities. Certain of PGIM Fixed Income’s employees may offer and sell securities of, and interests in, commingled funds that it manages or subadvises. There is an incentive for PGIM Fixed Income’s employees to offer these securities to investors regardless of whether the investment is appropriate for such investor since increased assets in these vehicles will result in increased advisory fees to it. In addition, such sales could result in increased compensation to the employee.

Conflicts Related to Long-Term Compensation. The performance of many client accounts is not reflected in the calculation of changes in the value of participation interests under PGIM Fixed Income’s long-term incentive plan. This may be because the composite representing the strategy in which the account is managed is not one of the composites included in the calculation or because the account is excluded from a specified composite due to guideline restrictions or other factors. In addition, the performance of only a small number of our investment strategies is covered under PGIM Fixed Income’s targeted long-term incentive plan. As a result of the long-term incentive plan and targeted long-term incentive plan, PGIM Fixed Income’s portfolio managers from time to time have financial interests related to the investment performance of some, but not all, of the accounts they manage. To address potential conflicts related to these financial interests, PGIM Fixed Income has procedures, including trade allocation and supervisory review procedures, designed to confirm that each of its client accounts is managed in a manner that is consistent with PGIM Fixed Income’s fiduciary obligations, as well as with the account’s investment objectives, investment strategies and restrictions. For example, PGIM Fixed Income’s chief investment officer/head reviews performance among similarly managed accounts on a quarterly basis during meetings typically attended by members of PGIM Fixed Income’s senior leadership team, chief compliance officer or his designee, head of investment risk management or his designee and senior portfolio managers.

Conflicts Related to Trading – Personal Trading by Employees. Personal trading by PGIM Fixed Income employees creates a conflict when they are trading the same securities or types of securities as PGIM Fixed Income trades on behalf of its clients. This conflict is mitigated by PGIM Fixed Income’s personal trading standards and procedures.

In general, conflicts related to the securities holdings and financial interests described above are addressed by the fact that PGIM Fixed Income makes investment decisions for each client independently considering the best economic interests of such client.

Conflicts Related to Valuation and Fees.

When client accounts hold illiquid or difficult to value investments, PGIM Fixed Income faces a conflict of interest when making recommendations regarding the value of such investments since its management fees are generally based on the value of assets under management. PGIM Fixed Income believes that its valuation policies and procedures mitigate this conflict effectively and enable it to value client assets fairly and in a manner that is consistent with the client’s best interests. In addition, single client account clients often calculate fees based on the valuation of assets provided by their custodian or administrator.

Conflicts Related to Securities Lending Fees

When PGIM Fixed Income manages a client account and also serves as securities lending agent for the account, it could be considered to have the incentive to invest in securities that would generate higher securities lending returns, but may not otherwise be in the best interest of the client account.

 

Item 9 –   Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – There have been no purchases of equity securities by the registrant or any affiliated purchasers during the period covered by this report.
Item 10 –   Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.


Item 11 – Controls and Procedures

 

  (a)

It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 

  (b)

There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Exhibits

 

  (a)

(1) Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH

 

   

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.

 

   

(3) Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

 

  (b)

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Registrant:

  

PGIM High Yield Bond Fund, Inc.

 

By:

  

/s/ Andrew R. French

  

Andrew R. French

  

Secretary

Date:

  

July 17, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:

  

/s/ Stuart S. Parker

  

Stuart S. Parker

  

President and Principal Executive Officer

Date:

  

July 17, 2019

By:

  

/s/ Christian J. Kelly

  

Christian J. Kelly

  

Treasurer and Principal Financial and Accounting Officer

Date:

  

July 17, 2019