Adams Natural Resources Fund, Inc SC TO-T/A, filed Aug 4, 2020
Adams Natural Resources Fund, Inc. (PEO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14-d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Adams Natural Resources Fund, Inc.
(Name of Subject Company (Issuer))
Ancora Advisors, LLC
Bulldog Investors, LLC
(d/b/a The Bulldog-Ancora Group)
(Names of Filing Person (Offerer))
Common Stock, $0.001 par value
(Title of Class of Securities)
00548F105
(CUSIP Number of Class of Securities)
Phillip Goldstein
Bulldog Investors, LLC
Park 80 West—Plaza Two
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Telephone: (201) 556-0092
(Name, Address and Telephone Number of a Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Fredrick DiSanto
Ancora Advisors, LLC
6060 Parkland Boulevard, Suite 200
Cleveland, Ohio 44124
(216) 825-4000
Calculation of Filing Fee
| Transaction valuation* | Amount of filing fee** |
| $40,000,000.00 | $5,192.00 |
| * | This amount represents the maximum amount of the offer. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934 and Fee Rate Advisory #1 for fiscal year 2020, issued August 23, 2019, by multiplying the transaction value by .0001298. |
| [X] | 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: $5,192.00
Form or Registration No.: SC TO-T filed July 10, 2020
| Filing Party: | Ancora Advisors, LLC |
Bulldog Investors, LLC
| [ ] | 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:
| [X] | 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 following box if the filing is a final amendment reporting the results of the tender offer: [X]
SCHEDULE TO
This Amendment No. 1 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 10, 2020 by The Bulldog-Ancora Group (the “Group”) (as amended, “Schedule TO”). The Schedule TO relates to the Group’s offer to purchase up to $40,000,000 of the outstanding shares of common stock, $0.001 par value (the “Shares”), of Adams Natural Resources Fund, Inc., a Maryland corporation (“PEO”), for cash at a price per Share of 90% of net asset value (“NAV”) per Share, based on the NAV per Share at the close of the regular trading session of the New York Stock Exchange (the “NYSE”), on the Expiration Date (the “Pricing Date”), less any applicable withholding taxes and any brokerage fees that may apply, and without interest thereon (the “Purchase Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 10, 2020 (the “Offer to Purchase”), and in the related Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the “Offer”).
All information set forth in the Offer to Purchase, the Letter of Transmittal and other exhibits to the Schedule TO is hereby expressly incorporated in this Amendment No. 1 by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein. All capitalized terms used but not defined in this Amendment No. 1 have the meanings ascribed to them in the Schedule TO. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO. This Amendment No. 1 should be read together with the Schedule TO and all exhibits thereto.
This Amendment is being filed to announce the termination of the Offer and to amend and supplement the Schedule TO as provided below.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
The Letter of Transmittal and Items 1 through 11 of the Schedule TO is hereby amended and supplemented by adding the following new paragraph thereto:
“On August 4, 2020, the Group announced the termination of the Offer. As of such date, no Shares had been tendered.
The full text of the press release issued by the Group announcing the termination of the Offer is attached as Exhibit (a)(1)(G) to this Schedule TO and is incorporated by reference herein.”
Item 12. MATERIAL TO BE FILED AS EXHIBITS.
| (a)(1)(G) | Press Release Issued by the Group, dated August 4, 2020, Announcing the Termination of the Offer. |
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.
| Dated: | August 4, 2020 | |||
| THE BULLDOG-ANCORA GROUP | ||||
|
By:
|
BULLDOG INVESTORS, LLC | |||
| Title: | Group Member | |||
| By: | /s/ PHILLIP GOLDSTEIN | |||
| Name: | Phillip Goldstein | |||
| Title: | Member and Manager | |||
|
BY: |
ANCORA ADVISORS, LLC | |||
| Title: | Group Member | |||
| By: | /s/ FREDRICK DISANTO | |||
| Name: | Fredrick DiSanto | |||
| Title: | Chairman and CEO | |||
INDEX TO EXHIBITS
| EXHIBIT NO. | DESCRIPTION |
| (a)(1)(A) | Offer to Purchase, dated July 10, 2020.* |
| (a)(1)(B) | Letter of Transmittal.* |
| (a)(1)(C) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.* |
| (a)(1)(D) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* |
| (a)(1)(E) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* |
| (a)(1)(F) | Press Release Issued by the Group, dated July 10, 2020, Announcing the Commencement of the Offer.* |
| (a)(1)(G) | Press Release Issued by the Group, Dated August 4, 2020, Announcing the Termination of the Offer.** |
| * | Previously filed with the Schedule TO on July 10, 2020. |
| ** | Filed herewith. |
Exhibit (a)(1)(G)
The Bulldog-Ancora Group Terminates its Tender Offer for Shares of Adams Natural Resources Fund
SADDLE BROOK, N.J. – August 4, 2020 – The Bulldog-Ancora Group, an entity formed by Bulldog Investors, LLC (“Bulldog”) and Ancora Advisors, LLC (“Ancora”), today announced that it is terminating its tender offer to acquire up to $40 million worth of shares of Adams Natural Resources Fund, Inc. (NYSE: PEO), for cash at a price per share of 90% of net asset value per share (“NAV”) of PEO at the close of the regular trading session of the New York Stock Exchange on the Expiration Date of August 7, 2020. Consummation of the Bulldog-Ancora tender offer was conditioned on no competing tender offer having been publicly proposed prior to the Expiration Date. On July 29, 2020, PEO announced that its Board of Directors has approved a tender offer whereby PEO would acquire up to 20 percent of the Fund’s outstanding shares for cash at a price equal to 95% of NAV.
About Bulldog Investors
Bulldog Investors is an SEC-registered investment advisor that manages Special Opportunities Fund, Inc. (NYSE:SPE), a registered closed-end investment company, and separately managed accounts. Bulldog beneficially holds approximately 1.7% of the outstanding common stock of PEO.
About Ancora Advisors
Ancora Holdings Inc. is the parent company of three SEC-registered investment advisors including Ancora Advisors LLC which manages separately managed accounts, the Ancora Family of Mutual Funds, and private investment funds. Ancora’s clients hold approximately 13% of the outstanding common stock of PEO.
| Contact: | InvestorCom John Glenn Grau, (203) 972-9300 ext. 110 |
| jgrau@investor-com.com |