Adams Natural Resources Fund, Inc SC TO-C, filed Jul 29, 2020
Adams Natural Resources Fund, Inc. (PEO)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
ADAMS NATURAL RESOURCES FUND, INC.
(Name of Subject Company)
ADAMS NATURAL RESOURCES FUND, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00548F105
(CUSIP Number of Class of Securities)
Janis F. Kerns
General Counsel, Corporate Secretary and
Chief Compliance Officer
Adams Natural Resources Fund, Inc.
500 East Pratt Street, Suite 1300
Baltimore, Maryland 21202
(410) 752-5900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person(s))
COPY TO:
Michael D. Mabry
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103
(215) 564-8000
CALCULATION OF FILING FEE
| TRANSACTION VALUATION* | AMOUNT OF FILING FEE |
| Not applicable | Not applicable |
This filing relates solely to preliminary communications made before the commencement of a tender offer.
* Pursuant to General Instruction D to Schedule TO, no filing fee is required related to communications made before the commencement of a tender offer.
¨ 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: N/A
Form or Registration No.: N/A
Filing Party: N/A
Date Filed: N/A
x 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. |
| x | Issuer tender offer subject to Rule13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| ¨ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate box(es) to designate the appropriate provision(s) being relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
Item 12. Exhibits
| Exhibit No. |
Description |
| 99.1 | Press Release issued by the Fund on July 29, 2020, filed herewith. |
IMPORTANT INFORMATION
This Schedule TO-C is neither an offer to purchase nor a solicitation of an offer to sell shares of Adams Natural Resources Fund, Inc. (“PEO,” or “Fund”). PEO has not commenced the tender offer for its shares described in this communication.
Upon commencement of the tender offer, PEO will file with the SEC a tender offer statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal, and other related documents. Shareholders should read the offer to purchase and tender offer statement on Schedule TO and related exhibits when such documents are filed and become available, as they will contain important information about the tender offer.
Shareholders can obtain these documents free of charge when they are filed and become available from the SEC’s website at www.sec.gov, or on the Fund’s website: adamsfunds.com.
Exhibit 99.1
 |
Press Release
ADAMS NATURAL RESOURCES FUND ANNOUNCES TENDER OFFER
BALTIMORE, MARYLAND, July 29, 2020 — Adams Natural Resources Fund, Inc. (NYSE: PEO) announced today that its Board of Directors has approved a tender offer to acquire in exchange for cash up to 20 percent of the Fund’s outstanding shares at a price equal to 95 percent of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the day the offer expires (the “Tender Offer”).
The Tender Offer will commence on August 7, 2020 and will terminate on September 4, 2020, unless extended. Additional terms and conditions of the Tender Offer will be set forth in its offering materials, which will be distributed to the Fund’s stockholders. The Tender Offer is not conditioned on any minimum number of shares being tendered. If more than 20 percent of the Fund’s outstanding shares are tendered, the Fund will purchase its shares from tendering stockholders on a pro rata basis at the same offering price.
The Tender Offer is optional for all shareholders, who are free to choose whether to participate, and how many shares to tender. Any shareholders who do not tender their shares will realize a proportionate increase in their equity interest in the Fund, to the extent that shares are purchased in the Tender Offer. CEO Mark Stoeckle said, “We are pleased that through this offer, the Fund will provide shareholders with the opportunity to realize a price that is closer to the underlying portfolio value than the previous tender offers by the Bulldog-Ancora Group.”
Investors are urged to read the important information relating to the Tender Offer when it becomes available, including: (i) the Issuer Tender Offer Statement; (ii) the Form of Letter to Stockholders; and (iii) the Press Release Announcing the Commencement of the Tender Offer. Once filed with the Securities and Exchange Commission (the “SEC”), the Tender Offer materials may be obtained free of charge at the SEC’s website at www.sec.gov or on the Fund’s website: adamsfunds.com.
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Since 1929, Adams Funds has consistently helped generations of investors reach their investment goals. Adams Funds is comprised of two closed-end funds, Adams Diversified Equity Fund, Inc. (NYSE: ADX) and Adams Natural Resources Fund, Inc. (NYSE: PEO). The Funds are actively managed by an experienced team with a disciplined approach and have paid dividends for more than 80 years across many market cycles. The Funds are committed to paying an annual distribution rate of 6% or more, providing reliable income to long-term investors. Shares can be purchased through our transfer agent or through a broker. For more information about Adams Funds, please visit: adamsfunds.com.
Contact:
Lyn Walther │Director of Shareholder Communications │ 800.638.2479 │investorrelations@adamsfunds.com
500 East Pratt Street, Suite 1300, Baltimore, MD 21202 │ 410.752.5900 │ 800.638.2479 │ adamsfunds.com