Gabelli Dividend & Income Trust SC TO-I/A, filed Apr 16, 2021
Gabelli Dividend & Income Trust (GDV)
As filed with the Securities and Exchange Commission on April 16, 2021
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
The Gabelli Dividend & Income Trust
(Name of Subject Company (Issuer))
The Gabelli Dividend & Income Trust
(Name of Filing Person (Issuer))
Auction Market Preferred Shares, Series B, Par Value $0.001
Auction Market Preferred Shares, Series C, Par Value $0.001
Auction Rate Preferred Shares, Series E, Par Value $0.001
(Title of Class of Securities)
36242H302
36242H401
36242H609
(CUSIP Number of Class of Securities)
Bruce N. Alpert
The Gabelli Dividend & Income Trust
One Corporate Center
Rye, New York 10580-1422
(914) 921-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
| Peter Goldstein, Esq. The Gabelli Dividend & Income Trust One Corporate Center Rye, New York 10580-1422 (914) 921-5100 |
Thomas A. DeCapo, Esq. Kenneth E. Burdon, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street Boston, Massachusetts 02116 (617) 573-4800 | |
CALCULATION OF FILING FEE
| TRANSACTION VALUATION(1) | AMOUNT OF FILING FEE(2) | |
| $152,904,000 | $16,681.83 | |
| (1) | Calculated as the aggregate maximum purchase price to be paid for 6,371 shares in the exchange offer, based upon a price of 96% of the liquidation preference of $25,000 per share (or $24,000 per share). |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and the Fee Rate Advisory #1 for Fiscal Year 2021, equals $109.10 for each $1,000,000 of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $16,681.83 |
Filing Party: The Gabelli Dividend & Income Trust | |
| Form or Registration No.: Schedule TO |
Date Filed: March 17, 2021 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| Check | the appropriate boxes below to designate any transactions to which the statement relates: |
| ☐ | Third-party tender offer subject to Rule 14d-1. |
| ☒ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
| ☒ | Check the box if the filing is a final amendment reporting the results of the tender offer. |
INTRODUCTORY STATEMENT
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission by The Gabelli Dividend & Income Trust, a Delaware statutory trust (“GDV” or the “Issuer”), on March 17, 2021, relating to the Issuer’s offer to exchange up to 100% of the Issuer’s preferred shares, designated Series B Auction Market Preferred Shares, Series C Auction Market Preferred Shares and Series E Auction Rate Preferred Shares (collectively, the “Auction Rate Preferred Shares”), for (i) shares of the Issuer’s Series J Cumulative Term Preferred Shares, par value $0.001 and liquidation preference $25,000 per share (“Series J Preferred Shares”) and (ii) cash, upon the terms and subject to the conditions set forth in the Offer to Exchange dated March 17, 2021 (the “Offer to Exchange”) and the related Letter of Transmittal (such transaction, the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO, the Offer to Exchange or the Letter of Transmittal, as applicable.
This Amendment No. 2 is the final amendment to the Schedule TO and is being filed (i) to report the final results of the Exchange Offer, which expired at 5:00 p.m. New York City time on April 14, 2021 (the “Expiration Date”), and (ii) to include a press release announcing the final results of the Exchange Offer. A copy of the press release is attached hereto as Exhibit (a)(5)(iii). Only those items amended are reported in this Amendment No. 2.
The following information is furnished pursuant to Rule 13e-4(c)(4) of the Exchange Act:
| 1. | The Exchange Offer expired at 5:00 p.m. New York City time, on April 14, 2021. |
| 2. | 6,105 Auction Rate Preferred Shares were validly tendered and not withdrawn prior to the expiration of the Exchange Offer and all 6,105 Auction Rate Preferred Shares, representing 95.8% of the outstanding Auction Rate Preferred Shares on the Expiration Date, were accepted for exchange in accordance with the terms of the Exchange Offer. |
| 3. | In exchange for each Auction Rate Preferred Share properly tendered (and not validly withdrawn) prior to the Expiration Date and accepted by the Issuer, participating holders of Auction Rate Preferred Shares received the following exchange consideration: |
|
Auction Rate Preferred |
CUSIP No. |
Exchange Consideration |
||||
| Series B Auction Market Preferred Shares |
36242H302 | 0.96 of each newly issued Series J Preferred Share for each whole Series B Preferred Share |
||||
| Series C Auction Market Preferred Shares |
36242H401 | 0.96 of each newly issued Series J Preferred Share for each whole Series C Preferred Share |
||||
| Series E Auction Rate Preferred Shares |
36242H609 | 0.96 of each newly issued Series J Preferred Share for each whole Series E Preferred Share |
No fractional shares of Series J Preferred Shares were issued. In lieu of issuing fractional shares, holders of Auction Rate Preferred Shares received a cash amount, without interest, equal to the fractional share amount multiplied by the liquidation preference of the Series J Preferred Shares.
Except as specifically provided herein, the information set forth in the Schedule TO, including all schedules and annexes thereto that were previously filed therewith, remains unchanged and is incorporated herein by reference, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibit filed herewith.
You should read this Amendment No. 2 together with the Schedule TO, the Offer to Exchange and the Letter of Transmittal.
| ITEM 12. | EXHIBITS. |
|
Exhibit No. |
Document | |
| (a)(1)(i) |
Offer to Exchange dated March 17, 2021. (1) | |
| (a)(1)(ii) |
Letter of Transmittal. (1) | |
| (a)(1)(iii) |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (1) | |
| (a)(1)(iv) |
Letter to Clients. (1) | |
| (a)(1)(v) |
Notice of Guaranteed Delivery. (1) | |
| (a)(5)(i) |
Press Release issued on March 17, 2021. (2) | |
| (a)(5)(ii) |
Press Release issued on April 16, 2021. * | |
| (b) |
Not applicable. | |
| (d)(1)(i) |
Second Amended and Restated Agreement and Declaration of Trust of The Gabelli Dividend & Income Trust (3) | |
| (d)(1)(ii) |
Statement of Preferences for the Series B Auction Market Preferred Shares of The Gabelli Dividend & Income Trust (4) | |
| (d)(1)(iii) |
Statement of Preferences for the Series C Auction Market Preferred Shares of The Gabelli Dividend & Income Trust (4) | |
| (d)(1)(iv) |
Statement of Preferences for the Series E Auction Rate Preferred Shares of The Gabelli Dividend & Income Trust (5) | |
| (d)(1)(v) |
Statement of Preferences for the 5.25% Series G Cumulative Preferred Shares of The Gabelli Dividend & Income Trust (6) | |
| (d)(1)(vi) |
Statement of Preferences for the 5.375% Series H Cumulative Preferred Shares of The Gabelli Dividend & Income Trust (7) | |
| (d)(1)(vii) |
Statement of Preferences for the Series I Cumulative Term Preferred Shares of The Gabelli Dividend & Income Trust (1) | |
| (d)(2) |
Amended and Restated By-Laws of The Gabelli Dividend & Income Trust (3) | |
| (d)(3) |
Investment Advisory Agreement between The Gabelli Dividend & Income Trust and Gabelli Funds, LLC (8) |
| (d)(4) |
Master Custodian Agreement between The Gabelli Dividend & Income Trust and State Street Bank & Trust Company (9) | |
| (d)(5)(i) |
Transfer Agency and Service Agreement among The Gabelli Dividend & Income Trust, Computershare Trust Company, N.A. and Computershare, Inc. (10) | |
| (d)(5)(ii) |
Amendment No. 1 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(iii) |
Amendment No. 2 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(iv) |
Amendment No. 3 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(v) |
Amendment No. 4 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(vi) |
Amendment No. 5 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(vii) |
Amendment No. 6 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(viii) |
Amendment No. 7 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(ix) |
Amendment No. 8 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(x) |
Amendment No. 9 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(xi) |
Amendment No. 10 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(xii) |
Amendment No. 11 to Transfer Agency and Service Agreement (10) | |
| (d)(5)(xiii) |
Amendment No. 12 to Transfer Agency and Service Agreement (11) | |
| (d)(5)(xiv) |
Amendment No. 13 to Transfer Agency and Service Agreement (7) | |
| (d)(5)(xv) |
Amendment No. 14 to Transfer Agency and Service Agreement (12) | |
| (d)(5)(xvi) |
Amendment No. 15 to Transfer Agency and Service Agreement (12) | |
| (d)(5)(xvii) |
Amendment No. 16 to Transfer Agency and Service Agreement (12) | |
| (d)(5)(xviii) |
Amendment No. 17 to Transfer Agency and Service Agreement (1) | |
| (d)(6) |
Share Exchange Agreement, dated March 17, 2021, between The Gabelli Dividend & Income Trust and Bank of America, N.A. (1) | |
| (g) |
Not applicable. | |
| (h) |
Not applicable. | |
| * |
Filed herewith | |
| (1) |
Incorporated by reference to the Issuer’s Tender Offer Statement on Schedule TO (File No. 005- 84324), filed on March 17, 2021. | |
| (2) |
Incorporated by reference to Amendment No. 1 to the Issuer’s Tender Offer Statement on Schedule TO (File No. 005-84324), filed on March 18, 2021. | |
| (3) |
Incorporated by reference to the Issuer’s Registration Statement on Form N-2/A, File Nos. 333-174285 and 811-21423, as filed with the Securities and Exchange Commission on July 22, 2011. | |
| (4) |
Incorporated by reference to the Issuer’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, File Nos. 333-113708 and 811-21423, as filed with the Securities and Exchange Commission on October 5, 2004. | |
| (5) |
Incorporated by reference to the Issuer’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, File Nos. 333-126480 and 811-21423, as filed with the Securities and Exchange Commission on November 2, 2005. | |
| (6) |
Incorporated by reference to the Issuer’s Post-Effective Amendment No. 1 to the Registration Statement on Form N-2, File Nos. 333-210990 and 811-21423, as filed with the Securities and Exchange Commission on June 29, 2016. | |
| (7) |
Incorporated by reference to the Issuer’s Post-Effective Amendment No. 4 to the Registration Statement on Form N-2, File Nos. 333-210990 and 811-21423, as filed with the Securities and Exchange Commission on June 5, 2019. | |
| (8) |
Incorporated by reference to the Issuer’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2, File Nos. 333-108409 and 811-21423, as filed with the Securities and Exchange Commission on October 27, 2003. | |
| (9) |
Incorporated by reference to The Gabelli Utilities Fund’s Registration Statement on Form N-1A, File Nos. 333-81209 and 811-09397, as filed with the Securities and Exchange Commission on May 1, 2002. | |
| (10) |
Incorporated by reference to The Gabelli Global Utility & Income Trust’s Registration Statement on Form N-2, File Nos. 333-223652 and 811-21529, as filed with the Securities and Exchange Commission on March 14, 2018. | |
| (11) |
Incorporated by reference to The Gabelli Global Utility & Income Trust’s Post-Effective Amendment No. 3 to the Registration Statement on Form N-2, File Nos. 333-223652 and 811-21529, as filed with the Securities and Exchange Commission on November 9, 2018. |
2
| (12) |
Incorporated by reference Gabelli Multimedia Trust Inc.’s Registration Statement on Form N-2, File No. 333-218771 and 811-8476, as filed with the Securities and Exchange Commission on December 20, 2019. |
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| THE GABELLI DIVIDEND & INCOME TRUST | ||
| By: /s/ Bruce N. Alpert | ||
| Name: Bruce N. Alpert | ||
| Title: President | ||
Dated: April 16, 2021
|
|
THE GABELLI DIVIDEND & INCOME TRUST
Investor Relations Contact: Carter Austin (914) 921-5475 caustin@gabelli.com
|
PRESS RELEASE
For Immediate Release
GABELLI DIVIDEND & INCOME TRUST
COMPLETES EXCHANGE OFFER
FOR AUCTION RATE PREFERRED SHARES
Rye, NY – April 16, 2021 – The Board of Trustees of The Gabelli Dividend & Income Trust (NYSE:GDV) (the “Fund”) is pleased to announce the completion of the Fund’s offer to exchange up to 100% of the Fund’s auction preferred shares, designated Series B Auction Market Preferred Shares, Series C Auction Market Preferred Shares, and Series E Auction Rate Preferred Shares (collectively, the “Auction Rate Preferred Shares”) for shares of the Fund’s Series J Cumulative Term Preferred Shares, par value $0.001 and liquidation preference $25,000 per share (the “Series J Preferred Shares”), and cash (the “Offer”).
The Fund received tenders for 96% of the outstanding Auction Rate Preferred Shares in the Offer. The Fund anticipates issuing 5,817 Series J Preferred Shares in exchange for the 6,106 Auction Rate Preferred Shares tendered in the Offer, and paying an aggregate cash amount of $1,119,000 in lieu of issuing any fractional shares.
The new Series J Preferred Shares will be issued on or about April 20, 2021.
Under the terms of the Offer, which commenced March 17, 2021 and expired April 14, 2021, existing holders of the Auction Rate Preferred Shares were entitled to receive 0.96 of each newly issued Series J Preferred Share for each Auction Rate Preferred Share validly tendered and not withdrawn pursuant to the Offer. In lieu of issuing any fractional Series J Preferred Shares, holders tendering Auction Rate Preferred Shares will receive a cash amount, without interest, equal to the fractional share amount multiplied by the Series J Preferred Shares liquidation preference.
The Series J Preferred Shares will have a mandatory redemption date of March 26, 2028, and will pay dividends quarterly at an annualized rate of 1.70% for year 1 through year 3 and 4.50% for the dividend periods occurring in year 4 and all future years. The Series J Preferred Shares are callable by the Fund on March 26, 2024, at the liquidation preference plus accrued and unpaid dividends.
All Auction Rate Preferred Shares that were not tendered will remain outstanding with no change in their terms.
Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. More information regarding the Fund’s distribution policy and other information about the Fund is available by calling 800-GABELLI (800-422-3554) or visiting www.gabelli.com.
About The Gabelli Dividend & Income Trust
The Gabelli Dividend & Income Trust is a diversified, closed-end management investment company with $2.8 billion in total net assets whose primary investment objective is to provide a high level of total return with an emphasis on dividends and income. The Fund is managed by Gabelli Funds, LLC, a subsidiary of GAMCO Investors, Inc. (NYSE:GBL).
NYSE – GDV
CUSIP – 36242H104