Western Asset High Income Fund II Inc. Authorizes Rights Offering

Western Asset High Income Fund II Inc. (NYSE: HIX) (CUSIP: 95766J-10-2) (“HIX” or the “Fund”) announced today that its Board of Directors has approved a transferable rights offering (the “Offer”). The Offer to acquire additional shares of common stock will be made only by means of a prospectus supplement and accompanying prospectus, and this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Fund’s securities.

Franklin Templeton Fund Adviser, LLC (formerly known as Legg Mason Partners Fund Advisor, LLC) and Western Asset Management Company, LLC (“Western Asset”), each an indirect wholly-owned subsidiary of Franklin Resources Inc. and the Fund’s investment adviser and subadviser, respectively, believe that the Offer may benefit the Fund and its stockholders in several ways. Among other benefits, increasing the Fund’s assets will provide additional capital for use in pursuing the Fund’s investment objective of maximizing current income, with a secondary objective of capital appreciation to the extent consistent with the Fund’s primary objective. An increase in Fund assets may also have a positive impact on the Fund’s expense ratio, as fixed costs will be distributed over a larger asset base. In addition, the additional shares of common stock issued could increase the liquidity of the shares of common stock on the New York Stock Exchange (“NYSE”), where the shares of common stock are traded.

A summary of the terms of the Offer is set out below:

• Each stockholder will receive one transferable right (the “Right”) for each share of common stock held on January 29, 2024 (the “Record Date”).
• Three Rights plus the final subscription price per share of common stock (the “Subscription Price”) will be required to purchase one additional share of common stock (the “Primary Subscription”); however, stockholders who held fewer than three common shares on the Record Date will be entitled to subscribe for one common share. Fractional shares will not be issued.
• The Subscription Price will be determined based upon a formula equal to 92.5% of the average of the last reported sales price per share of the Fund’s common stock on the NYSE on the Expiration Date (as defined below) and each of the four preceding trading days (the “Formula Price”). If, however, the Formula Price is less than 90% of the net asset value per share of common stock at the close of trading on the NYSE on the Expiration Date, then the Subscription Price will be 90% of the Fund’s net asset value per share of common stock at the close of trading on the NYSE on that day. The estimated Subscription Price has not yet been determined.
• Record date stockholders who fully exercise their Rights in the Primary Subscription will be eligible for an over-subscription privilege entitling these stockholders to subscribe for any additional shares of common stock not purchased pursuant to the Primary Subscription, subject to certain limitations, allotment and the right of the Board of Directors to eliminate the over-subscription privilege. Holders of Rights acquired in the secondary market may not participate in the over-subscription privilege.
• The Rights are expected to trade “when issued” on the NYSE beginning on January 25, 2024, and the Fund’s shares of common stock are expected to trade “Ex-Rights” on the New York Stock Exchange beginning on January 26, 2024. The Rights are expected to begin trading for normal settlement on the NYSE (NYSE: HIX RT) on or about February 1, 2024.
• The Offer expires at 5:00 PM Eastern Time on February 26, 2024, unless extended (the “Expiration Date”).
• The definitive terms of the Offer will be made through a prospectus supplement and accompanying prospectus. The final terms of the Offer may be different from those set out above.

The Fund expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to record date stockholders on or about January 31, 2024. Financial advisers may send notices to stockholders shortly thereafter. Inquiries regarding the Offering should be directed to the Information Agent, Georgeson LLC at 866-856-2826 .