SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
________________________
GAMCO Investors, Inc.
(Name of Subject Company)
________________________
GAMCO Investors, Inc.
(Names of Filing Persons - Offeror)
________________________
Class A Common Stock, $0.001 Par
Value
(Title of Class of Securities)
________________________
361438104
(CUSIP
Number of Class of Securities)
________________________
Kevin Handwerker
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580
(914) 921-5192
(Name, Address and Telephone Number of
Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Elizabeth Gonzalez-Sussman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
________________________
CALCULATION OF FILING FEE:
|
Transaction Valuation* |
Amount of Filing Fee | |
|
Not Applicable |
Not Applicable |
* A filing fee is not required in connection with this filing as it relates to the preliminary 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: Not Applicable Form or Registration No.: Not Applicable Filing Party: Not Applicable Date Filed: Not Applicable |
| ý | 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. |
| ý | 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 a tender offer: ¨ | |
| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | |
|
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | |
 |
One Corporate Center t 914.921.3700 GABELLI.COM |
| For Immediate Release: | Contact: | Kevin Handwerker |
| General Counsel | ||
| (914) 921-5192 | ||
| For further information please visit | ||
| www.gabelli.com |
GAMCO to Commence Dutch Auction Tender Offer to
Repurchase up to $30,000,000 in Aggregate Purchase Price of its Issued and Outstanding Class A Common Stock at a Price not Greater than $17.00 per Share nor Less than $15.00 per Share
Rye, New York, March 9, 2020 – GAMCO Investors, Inc. (“GAMCO”) (NYSE: GBL) announced today that its Board of Directors has authorized a modified “Dutch Auction” tender offer (the “Offer”) to purchase for cash up to $30,000,000 in aggregate of shares of its outstanding Class A common stock, $0.001 par value, at a price per share of not less than $15.00 nor greater than $17.00 per share. The closing price of GAMCO’s Class A common stock on March 6, 2020 was $14.09.
The Company intends to commence the Offer on March 11, 2020 and expects the Offer will expire at 5:00 P.M., Eastern Time, on April 8, 2020, unless extended or withdrawn. Shares must be tendered prior to the expiration of the Offer, and existing tenders of shares may be withdrawn at any time prior to the expiration of the Offer. Withdrawn shares will be returned to their holders in accordance with the terms of the Offer. The Offer will not be conditioned on any minimum number of shares being tendered. However, the Offer will be subject to certain customary conditions.
The modified Dutch Auction will allow GAMCO’s stockholders to tender their shares at a price within the specified range and to do so without incurring any brokerage fees or commissions. Based on the number of shares tendered and the prices specified by the tendering stockholders, GAMCO will select a single price per share within the range (the “Purchase Price”) that will enable it to purchase $30,000,000 in aggregate of shares pursuant to the Offer, or such lesser aggregate amount of its shares that are properly tendered. All shares accepted in the Offer will be purchased at the same price per share even if a stockholder tendered at a lower price. GAMCO reserves the right in the Offer to purchase up to an additional 2% of its shares outstanding. Shares outstanding, excluding restricted stock awards, were 7,640,247 as of March 9, 2020.
GAMCO intends to fund the Offer with cash on hand. If more than the maximum number of shares sought is tendered, the tendered shares will be purchased on a pro rata basis (subject to any conditional tenders). Stockholders whose shares are purchased through the Offer will be paid the Purchase Price in cash, without interest, promptly after the expiration of the Offer. Shares tendered at prices above the Purchase Price and shares not purchased due to proration will be returned to tendering stockholders.
The Offer described in this press release has not yet commenced. At the time the Offer is commenced, the terms and conditions of the Offer will be set forth in an offer to purchase, a letter of transmittal and related documentation (the “Offering Documents”), which will be distributed to GAMCO stockholders and filed with the Securities and Exchange Commission (“SEC”). We have retained Computershare Trust Company, N.A. (“Computershare”) to serve as the Depositary for the Offer. Please direct any questions concerning the Offer to Kevin Handwerker, our General Counsel, by phone at (914)-921-5192, or by mail addressed to Kevin Handwerker, General Counsel, GAMCO Investors, Inc., One Corporate Center, Rye, New York 10580-1422.
Stockholders are urged to read the Offering Documents when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. The Offering Documents will be available for free at the SEC’s website at http://www.sec.gov.
In addition to the Offering Documents, GAMCO files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by GAMCO at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. GAMCO’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
GAMCO initiated a stock buyback program in March 1999. Since that time, GAMCO has repurchased approximately 12.7 million shares of its Class A common stock, returning approximately $502 million to shareholders. Through this Offer, GAMCO is continuing its historical commitment to repurchasing its shares with a view to enhancing stockholder value.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF TENDERS OR CONSENTS WITH RESPECT TO, THE SHARES OF GAMCO. NO OFFER, SOLICITATION, PURCHASE OR SALE WILL BE MADE IN ANY JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION, PURCHASE OR SALE WOULD BE UNLAWFUL. THE OFFER WILL BE MADE SOLELY PURSUANT TO THE OFFERING DOCUMENTS. NONE OF GAMCO, ITS BOARD OF DIRECTORS, OFFICERS OR EMPLOYEES, OR COMPUTERSHARE, IS MAKING ANY RECOMMENDATION AS TO WHETHER OR NOT STOCKHOLDERS SHOULD TENDER ALL OR ANY PORTION OF THEIR SHARES IN THE OFFER, OR AS TO THE PRICE OR PRICES AT WHICH STOCKHOLDERS MAY CHOOSE TO TENDER ANY OF THEIR SHARES. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFERING DOCUMENTS AND TO CONSULT THEIR INVESTMENT AND TAX ADVISORS BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES.
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GAMCO Investors, Inc., through its subsidiaries, manages open-end funds and closed-end funds (Gabelli Funds, LLC) and private advisory accounts (GAMCO Asset Management Inc.).
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this press release may contain some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. In particular, these include statements relating to future actions, future performance and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe.