SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Blackhawk Network Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09238E104
(CUSIP Number)
David Goldman
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
______________________ February 5, 2018________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
CUSIP No. 09238E104
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC I.D. No. 13-4044523
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2
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Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
|
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4
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Source of funds (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
New York
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
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Sole voting power
1,873,268 (Item 5)
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: 8
:
:
:
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Shared voting power
None
|
|
: 9
:
:
:
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Sole dispositive power
1,873,268 (Item 5)
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:10
:
:
:
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Shared dispositive power
None
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11
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Aggregate amount beneficially owned by each reporting person
1,873,268 (Item 5)
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12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
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13
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Percent of class represented by amount in row (11)
3.36%
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|
14
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Type of reporting person (SEE INSTRUCTIONS)
IA, CO
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CUSIP No. 09238E104
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc. I.D. No. 13-4044521
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2
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Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
New York
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|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
614,843 (Item 5)
|
|
: 8
:
:
:
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Shared voting power
None
|
|
: 9
:
:
:
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Sole dispositive power
680,543 (Item 5)
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|
:10
:
:
:
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Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
680,543 (Item 5)
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12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
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13
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Percent of class represented by amount in row (11)
1.22%
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|
14
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Type of reporting person (SEE INSTRUCTIONS)
IA, CO
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CUSIP No. 09238E104
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli & Company Investment Advisers, Inc. I.D. No. 13-3379374
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2
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Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
00 – Client funds
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
Delaware
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
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Sole voting power
581,120 (Item 5)
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: 8
:
:
:
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Shared voting power
None
|
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: 9
:
:
:
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Sole dispositive power
581,120 (Item 5)
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:10
:
:
:
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Shared dispositive power
None
|
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11
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Aggregate amount beneficially owned by each reporting person
581,120 (Item 5)
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12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
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13
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Percent of class represented by amount in row (11)
1.04%
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|
14
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Type of reporting person (SEE INSTRUCTIONS)
HC, CO, IA
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CUSIP No. 09238E104
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
MJG Associates, Inc. I.D. No. 06-1304269
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2
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Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
|
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4
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Source of funds (SEE INSTRUCTIONS)
00-Client Funds
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
Connecticut
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
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Sole voting power
3,000 (Item 5)
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: 8
:
:
:
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Shared voting power
None
|
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: 9
:
:
:
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Sole dispositive power
3,000 (Item 5)
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:10
:
:
:
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Shared dispositive power
None
|
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11
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Aggregate amount beneficially owned by each reporting person
3,000 (Item 5)
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12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
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13
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Percent of class represented by amount in row (11)
0.01%
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14
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Type of reporting person (SEE INSTRUCTIONS)
CO
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CUSIP No. 09238E104
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Foundation, Inc. I.D. No. 94-2975159
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2
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Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
WC
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
NV
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
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Sole voting power
10,000 (Item 5)
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: 8
:
:
:
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Shared voting power
None
|
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: 9
:
:
:
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Sole dispositive power
10,000 (Item 5)
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:10
:
:
:
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Shared dispositive power
None
|
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11
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Aggregate amount beneficially owned by each reporting person
10,000 (Item 5)
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12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
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13
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Percent of class represented by amount in row (11)
0.02%
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14
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Type of reporting person (SEE INSTRUCTIONS)
00-Private Foundation
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CUSIP No. 09238E104
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc. I.D. No. 13-3056041
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2
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Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
WC
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
Wyoming
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
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Sole voting power
5,000 (Item 5)
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: 8
:
:
:
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Shared voting power
None
|
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: 9
:
:
:
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Sole dispositive power
5,000 (Item 5)
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:10
:
:
:
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Shared dispositive power
None
|
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11
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Aggregate amount beneficially owned by each reporting person
5,000 (Item 5)
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12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
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13
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Percent of class represented by amount in row (11)
0.01%
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|
14
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Type of reporting person (SEE INSTRUCTIONS)
HC, CO
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CUSIP No. 09238E104
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc. I.D. No. 13-4007862
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| |
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
None
|
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
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6
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Citizenship or place of organization
Delaware
|
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
|
: 8
:
:
:
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Shared voting power
None
|
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: 9
:
:
:
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Sole dispositive power
None (Item 5)
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:10
:
:
:
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Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
|
12
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Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
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13
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Percent of class represented by amount in row (11)
0.00%
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14
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Type of reporting person (SEE INSTRUCTIONS)
HC, CO
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CUSIP No. 09238E104
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1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Associated Capital Group, Inc. I.D. No. 47-3965991
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| |
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
WC
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
Delaware
|
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
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Sole voting power
12,600 (Item 5)
|
|
: 8
:
:
:
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Shared voting power
None
|
|
: 9
:
:
:
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Sole dispositive power
12,600 (Item 5)
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:10
:
:
:
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Shared dispositive power
None
|
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11
|
Aggregate amount beneficially owned by each reporting person
12,600 (Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
|
13
|
Percent of class represented by amount in row (11)
0.02%
|
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
HC, CO
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CUSIP No. 09238E104
|
1
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Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
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2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
(b)
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3
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Sec use only
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4
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Source of funds (SEE INSTRUCTIONS)
PF
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5
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Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
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6
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Citizenship or place of organization
USA
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Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
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Sole voting power
23,000 (Item 5)
|
|
: 8
:
:
:
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Shared voting power
None
|
|
: 9
:
:
:
|
Sole dispositive power
23,000 (Item 5)
|
|
:10
:
:
:
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Shared dispositive power
None
|
|
11
|
Aggregate amount beneficially owned by each reporting person
23,000 (Item 5)
|
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
|
13
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Percent of class represented by amount in row (11)
0.04%
|
|
14
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Type of reporting person (SEE INSTRUCTIONS)
IN
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Item 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates is the Common Stock of Blackhawk Network Holdings, Inc. (the "Issuer"), a Delaware corporation with principal offices located at 6220 Stoneridge Mall Road, Pleasanton, California 94588.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario Gabelli") and various entities which he
directly or indirectly controls or for which he acts as chief investment officer. These entities, except for LICT Corporation ("LICT), CIBL, Inc. ("CIBL") and ICTC Group, Inc. ("ICTC"), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. ("GGCP"), GGCP Holdings LLC ("GGCP Holdings"), GAMCO Investors, Inc. ("GBL"), Associated Capital Group, Inc. ("AC"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Asset Management Inc. ("GAMCO"), Teton Advisors, Inc. ("Teton Advisors"), Gabelli & Company Investment Advisers, Inc. ("GCIA"), G.research, LLC ("G.research"), MJG Associates, Inc. ("MJG Associates"), Gabelli Foundation, Inc. ("Foundation"), MJG-IV Limited Partnership ("MJG-IV"), Mario Gabelli, LICT, CIBL and ICTC. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the "Reporting Persons".
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GCIA, a wholly owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GCIA may purchase or sell securities for its own account. GCIA is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., and Gabelli Multimedia Partners, L.P.
G.research, a wholly owned subsidiary of GCIA, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended ("1934 Act"), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The Gabelli International Small Cap Fund, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The GAMCO Mathers Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli Healthcare & Wellness Rx Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Gabelli Merger Plus+ Trust, The Gabelli Go Anywhere Trust, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd. (collectively, the "Funds"), which are registered investment companies. Gabelli Funds is also the investment adviser to the Gabelli Media Mogul NextShares, the Gabelli Food of All Nations NextShares and The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mitessm Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, The TETON Westwood Mid-Cap Equity Fund, and The TETON Westwood Intermediate Bond Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT.
ICTC is a holding company with subsidiaries in voice, broadband and other telecommunications services, primarily in the rural telephone industry. ICTC makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of ICTC.
CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. He is the Executive Chairman of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.
MJG-IV is a family partnership in which Mario Gabelli is the general partner. Mario Gabelli has less than a 100% interest in MJG-IV. MJG-IV makes investments for its own account. Mario Gabelli disclaims ownership of the securities held by MJG-IV beyond his pecuniary interest.
The Reporting Persons do not admit that they constitute a group.
GAMCO is a New York corporation and GBL, AC, GCIA, and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501. ICTC Group Inc. is a Delaware corporation having its principal place of business as 556 Main Street, Nome, North Dakota 58062.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(d) – Not applicable.
(e) – Not applicable.
(f) – Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately $128,920,953 to purchase the Securities reported as beneficially owned in Item 5. GAMCO and Gabelli Funds used approximately $26,933,847 and $73,495,821, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the Securities for such clients. GCIA used approximately $26,081,500 of client funds to purchase the Securities reported by it. MJG Associates used approximately $134,816 of client funds to purchase the Securities reported by it. AC used approximately $564,431 of its working capital to purchase the Securities reported by it. Mario Gabelli used approximately $1,034,213 of private funds to purchase the Securities reported by him. Foundation used approximately $450,550 of funds of a private entity to purchase the Securities reported by it. GGCP used approximately $225,775 of working capital to purchase the Securities reported by it.
Item 4. Purpose of Transaction
Each of the Reporting Persons has purchased and holds the Securities reported by it for investment for one or more accounts over which it has shared, sole, or both investment and/or voting power, for its own account, or both.
The Reporting Persons are engaged in the business of securities analysis and investment. The Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). As a result of these analytical activities one or more of the Reporting Persons may issue analysts reports, participate in interviews or hold discussions with third parties, with management or with Directors in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the company's capitalization or dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer. However, none of the Reporting Persons intends to seek control of the Issuer or participate in the management of the Issuer, and any Reporting Person that is registered as an investment company under the Company Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule 17d-1 under the Company Act, if required, and in accordance with other applicable law. In pursuing this investment philosophy, each Reporting Person will continuously assess the Issuer's business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer's securities in particular, other developments and other investment opportunities, as well as the investment objectives and diversification requirements of its shareholders or clients and its fiduciary duties to such shareholders or clients. Depending on such assessments, one or more of the Reporting Persons may acquire additional Securities or may determine to sell or otherwise dispose of all or some of its holdings of Securities. Although the Reporting Persons share the same basic investment philosophy and although most portfolio decisions are made by or under the supervision of Mario Gabelli, the investment objectives and diversification requirements of various clients differ from those of other clients so that one or more Reporting Persons may be acquiring Securities while others are disposing of Securities.
With respect to voting of the Securities, the Reporting Persons have adopted general voting policies relating to voting on specified issues affecting corporate governance and shareholder values. Under these policies, the Reporting Persons generally vote all securities over which they have voting power in favor of cumulative voting, financially reasonable golden parachutes, one share one vote, management cash incentives and pre-emptive rights and against greenmail, poison pills, supermajority voting, blank check preferred stock and super-dilutive stock options. Exceptions may be made when management otherwise demonstrates superior sensitivity to the needs of shareholders. In the event that the aggregate voting position of all Reporting Persons exceeds 25% of the total voting position of the Issuer, one or more of the filing persons may transfer voting and/or dispositive power over shares to independent committees of directors or the owners of such shares. Such committees vote and/or consider disposition of such shares independently of the Reporting Persons.
Each of the Covered Persons who is not a Reporting Person has purchased the Securities reported herein as beneficially owned by him for investment for his own account or that of one or more members of his immediate family. Each such person may acquire additional Securities or dispose of some or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and none of the Covered Persons who is not a Reporting Person has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D relates is 3,188,531 shares, representing 5.71% of the 55,824,265 shares outstanding as reported in the Issuer's most recently filed Agreement and Plan of Merger as of January 12, 2018. The Reporting Persons beneficially own those Securities as follows:
|
Name
|
Shares of
Common Stock
|
% of Class of
Common
|
|
GAMCO
Gabelli Funds
GCIA
MJG Associates
AC
Mario Gabelli
GGCP
Foundation
|
680,543
1,873,268
581,120
3,000
12,600
23,000
5,000
10,000
|
1.22%
3.36%
1.04%
0.01%
0.02%
0.04%
0.01%
0.02%
|
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GCIA is deemed to have beneficial ownership of the Securities owned beneficially by G.research. AC, GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that , (i) GAMCO does not have the authority to vote 65,700 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(d) The investment advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisors and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons on behalf of such clients or partnerships. Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of Gabelli Funds, Teton Advisors, GAMCO, GCIA and MJG Associates with respect to Securities owned beneficially by them on behalf of their investment advisory clients, and of MJG Associates and GCIA with respect to Securities owned beneficially by them on behalf of the partnerships or corporations which they directly or indirectly manage, are held pursuant to written agreements with such clients, partnerships and funds.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attached hereto. The following Exhibit B is incorporated by reference to Exhibit B in the Initial Schedule 13D of the Reporting Persons with respect to Lincare Holdings Inc.
|
Exhibit A:
|
Joint Filing Agreement
|
|
Exhibit B:
|
Powers of Attorney to David M. Goldman and Douglas R. Jamieson from Mario J. Gabelli individually and/or as an executive officer or director of any entity of which Mr. Gabelli serves.
|
Signature
After reasonable 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: February 15, 2018
GGCP, INC.
MARIO J. GABELLI
MJG ASSOCIATES, INC.
GABELLI FOUNDATION, INC.
By:/s/ David Goldman
David Goldman
Attorney-in-Fact
GABELLI FUNDS, LLC
By:/s/ David Goldman
David Goldman
General Counsel – Gabelli Funds, LLC
Counsel-Teton Advisors, Inc.
GAMCO INVESTORS, INC.
By:/s/ Kevin Handwerker
Kevin Handwerker
General Counsel &Secretary – GAMCO Investors, Inc.
ASSOCIATED CAPITAL GROUP, INC.
GAMCO ASSET MANAGEMENT INC.
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President & Chief Executive Officer – Associated Capital
Group, Inc.
President – GAMCO Asset Management Inc.
President – Gabelli & Company Investment Advisers, Inc.
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
|
The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company Investment Advisers, Inc., G.research, LLC, Teton Advisors, Inc., Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.
|
|
GAMCO Investors, Inc.
Directors:
|
|
|
|
Edwin L. Artzt
Raymond C. Avansino
Leslie B. Daniels
|
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Director
c/o GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
|
|
|
Mario J. Gabelli
Elisa M. Wilson
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Director
c/o GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
|
|
| |
|
|
|
Eugene R. McGrath
|
Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
4 Irving Place
New York, NY 10003
|
|
|
Robert S. Prather
|
President & Chief Executive Officer
Heartland Media, LLC
1843 West Wesley Road
Atlanta, GA 30327
|
|
|
Officers:
|
|
|
|
Mario J. Gabelli
|
Chairman and Chief Executive Officer
|
|
|
Henry G. Van der Eb
Bruce N. Alpert
Agnes Mullady
Kevin Handwerker
|
Senior Vice President
Senior Vice President
Senior Vice President
Executive Vice President, General Counsel and Secretary
|
|
| |
|
|
| |
|
|
|
GAMCO Asset Management Inc.
Directors:
|
|
|
|
Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
|
|
|
|
Officers:
|
|
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer – Value Portfolios
|
|
|
Douglas R. Jamieson
David Goldman
|
President, Chief Operating Officer and Managing Director
General Counsel, Secretary & Chief Compliance Officer
|
|
|
Gabelli Funds, LLC
Officers:
|
|
|
|
Mario J. Gabelli
|
Chief Investment Officer – Value Portfolios
|
|
|
Bruce N. Alpert
|
Executive Vice President and Chief Operating Officer
|
|
|
Agnes Mullady
|
President and Chief Operating Officer – Open End Fund Division
|
|
|
David Goldman
|
General Counsel
|
|
| |
|
|
|
Gabelli Foundation, Inc.
Officers:
|
|
|
Mario J. Gabelli
|
Chairman, Trustee & Chief Investment Officer
|
|
Elisa M. Wilson
Marc Gabelli
Matthew R. Gabelli
Michael Gabelli
|
President
Trustee
Trustee
Trustee
|
|
MJG-IV Limited Partnership
Officers:
|
|
|
Mario J. Gabelli
|
General Partner
|
|
GGCP, Inc.
Directors:
|
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman & Chief Executive Officer of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
|
|
Marc Gabelli
|
President – GGCP, Inc.
|
|
Matthew R. Gabelli
|
Vice President – Trading
G.research, Inc.
One Corporate Center
Rye, NY 10580
|
|
Michael Gabelli
|
President & COO
Gabelli & Partners, LLC
One Corporate Center
Rye, NY 10580
|
|
Frederic V. Salerno
|
Chairman
Former Vice Chairman and Chief Financial Officer
Verizon Communications
|
|
Vincent S. Tese
|
Executive Chairman – FCB Financial Corp
|
| |
|
|
Officers:
|
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer
|
|
Marc Gabelli
|
President
|
|
Silvio A. Berni
|
Vice President, Assistant Secretary and Controller
|
| |
|
|
GGCP Holdings LLC
Members:
GGCP, Inc.
Mario J. Gabelli
|
Manager and Member
Member
|
|
Teton Advisors, Inc.
Directors:
|
|
|
Stephen G. Bondi
Nicholas F. Galluccio
Vincent J. Amabile
John Tesoro
|
Chairman of the Board
Chief Executive Officer and President
|
|
Officers:
|
|
|
Nicholas F. Galluccio
Michael J. Mancuso
Tiffany Hayden
|
See above
Chief Financial Officer
Secretary
|
| |
|
|
Associated Capital Group, Inc.
Directors:
|
|
|
Mario J. Gabelli
|
Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
|
|
Richard L. Bready
|
Former Chairman and Chief Executive Officer
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
|
|
Douglas R. Jamieson
|
President and Chief Executive Officer
|
|
Bruce Lisman
|
Former Chairman - JP Morgan – Global Equity Division
|
|
Daniel R. Lee
|
Chief Executive Officer
Full House Resorts, Inc.
4670 South Ford Apache Road, Suite 190
Las Vegas, NV 89147
|
|
Salvatore F. Sodano
|
Vice Chairman of the Board
|
|
Frederic V. Salerno
|
See above
|
|
Officers:
|
|
|
Mario J. Gabelli
Douglas R. Jamieson
Francis J. Conroy
Kevin Handwerker
David Fitzgerald
|
Executive Chairman
President and Chief Executive Officer
Interim Chief Financial Officer
Executive Vice President, General Counsel and Secretary
Assistant Secretary
|
| |
|
|
Gabelli & Company Investment Advisers, Inc.
|
|
|
Directors:
|
|
|
Douglas R. Jamieson
|
|
|
Officers:
|
|
|
Douglas R. Jamieson
Kevin Handwerker
David Fitzgerald
|
Chief Executive Officer and President
Executive Vice President, General Counsel and Secretary
Assistant Secretary
|
|
G.research, LLC
|
|
|
Officers:
|
|
|
Cornelius V. McGinity
Maria Gigi
|
President
Controller and Financial Operations Principal
|
|
Bruce N. Alpert
Douglas R. Jamieson
Kevin Handwerker
David Fitzgerald
Josephine D. LaFauci
|
Vice President
Secretary
Assistant Secretary
Assistant Secretary
Chief Compliance Officer
|
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-BLACKHAWK NETWORK HOLDINGS, INC.
GABELLI FOUNDATION, INC.
1/17/18 10,000 45.0550
MARIO J. GABELLI
1/17/18 3,000 45.0550
1/17/18 2,000 45.0560
1/17/18 4,000 45.0700
1/16/18 14,000 44.9040
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
2/14/18 200 44.7330
2/14/18 3,800 44.7700
2/09/18 3,500 44.9000
2/09/18 7,100 44.7905
2/08/18 7,100 44.8894
2/07/18 2,700 44.9799
2/06/18 10,600 44.9612
2/05/18 1,000 45.1243
2/02/18 12,100 45.1995
2/01/18 300 45.2550
1/31/18 1,000 45.2909
1/30/18 5,900 45.3360
1/24/18 1,000 46.3200
1/23/18 14,000- 46.3858
1/22/18 1,800 45.1110
1/19/18 1,000 45.1620
1/19/18 6,600 45.1003
1/18/18 23,000 45.1563
1/17/18 2,600 45.0200
1/17/18 3,500 45.0440
1/16/18 2,000 45.0120
1/16/18 63,100 44.9862
1/16/18 293,419 45.0092
ALCE PARTNERS
2/09/18 500 44.9000
1/24/18 1,000 46.3120
1/16/18 1,000 45.0120
GABELLI ASSOCIATES LIMITED II E
2/14/18 100 44.7330
2/14/18 1,800 44.7700
2/09/18 3,300 44.7905
2/08/18 3,300 44.8894
2/07/18 1,300 44.9799
2/06/18 5,000 44.9612
2/05/18 500 45.1243
2/02/18 5,700 45.1995
1/31/18 500 45.2909
1/30/18 2,500 45.3360
1/23/18 6,600- 46.3858
1/22/18 1,000 45.1110
1/19/18 3,000 45.1003
1/18/18 10,900 45.1563
1/17/18 1,600 45.0440
1/17/18 1,300 45.0200
1/16/18 29,700 44.9862
GABELLI ASSOCIATES LIMITED
2/14/18 4,100 44.7700
2/14/18 200 44.7330
2/09/18 7,800 44.7905
2/08/18 7,900 44.8894
2/07/18 3,300 44.9799
2/06/18 11,600 44.9612
2/05/18 1,300 45.1243
2/02/18 13,200 45.1995
2/01/18 300 45.2550
1/31/18 1,043 45.2909
1/30/18 6,100 45.3360
1/23/18 15,400- 46.3858
1/22/18 2,100 45.1110
1/19/18 7,200 45.1003
1/18/18 25,400 45.1563
1/17/18 3,700 45.0440
1/17/18 3,000 45.0200
1/16/18 69,517 44.9862
GABELLI ASSOCIATES FUND II
2/14/18 1,500 44.7700
2/14/18 100 44.7330
2/09/18 2,700 44.7905
2/08/18 2,700 44.8894
2/07/18 1,100 44.9799
2/06/18 4,000 44.9612
2/05/18 400 45.1243
2/02/18 4,700 45.1995
1/31/18 200 45.2909
1/30/18 2,200 45.3360
1/23/18 5,300- 46.3858
1/22/18 700 45.1110
1/19/18 2,500 45.1003
1/18/18 8,800 45.1563
1/17/18 1,300 45.0440
1/17/18 1,100 45.0200
1/16/18 24,000 44.9862
GABELLI ASSOCIATES FUND
2/14/18 4,300 44.7700
2/14/18 400 44.7330
2/09/18 8,100 44.7905
2/08/18 8,221 44.8894
2/07/18 3,600 44.9799
2/06/18 12,300 44.9612
2/05/18 1,200 45.1243
2/02/18 14,000 45.1995
2/01/18 400 45.2550
1/31/18 3,157 45.2909
1/30/18 6,900 45.3360
1/23/18 16,100- 46.3858
1/22/18 2,182 45.1110
1/19/18 7,500 45.1003
1/18/18 26,200 45.1563
1/17/18 3,950 45.0440
1/17/18 3,200 45.0200
1/16/18 71,800 44.9862
MJG ASSOCIATES, INC.
GABELLI INTERNATIONAL LIMITED
1/16/18 1,000 44.9040
GABELLI FUND, LDC
2/09/18 1,000 44.9000
1/16/18 1,000 45.0120
GAMCO ASSET MANAGEMENT INC.
2/14/18 2,100 44.8071
2/14/18 10,000- 44.7517
2/12/18 1,000 44.7871
2/09/18 1,000- 44.8250
2/08/18 1,455 44.8894
2/05/18 200 45.2500
2/05/18 2,000 45.2560
2/05/18 1,200 45.2600
2/05/18 2,000 45.2620
2/05/18 800 45.2650
2/05/18 1,000 45.2740
2/05/18 800 45.2800
2/05/18 1,000 45.2930
2/05/18 200 45.3100
2/02/18 9,900 45.1995
2/02/18 1,000 45.2740
1/30/18 300 45.4900
1/26/18 10,000 46.0550
1/25/18 300 46.0900
1/24/18 1,000 46.1974
1/24/18 600 46.5183
1/24/18 500 46.5223
1/24/18 800 46.5133
1/24/18 1,000 46.5103
1/23/18 200 46.8267
1/23/18 11,400- 46.3858
1/22/18 1,000 45.2269
1/22/18 1,250 45.0500
1/22/18 33,700 45.1288
1/22/18 4,500 45.0500
1/22/18 500 45.1478
1/22/18 1,500 45.1580
1/22/18 2,000 45.1560
1/19/18 1,500 45.0746
1/19/18 300 45.0500
1/19/18 10,000 45.1600
1/19/18 8,000 45.0580
1/19/18 10,000 45.1600
1/19/18 53,800 45.0716
1/19/18 12,000 45.0726
1/19/18 19,000 45.1342
1/19/18 400 45.0966
1/19/18 500 45.0906
1/19/18 1,400 45.0837
1/19/18 4,000 45.0786
1/19/18 1,200 45.0766
1/18/18 20,000 45.1550
1/18/18 2,000 45.1600
1/18/18 47,000 45.1326
1/18/18 2,000 45.1600
1/18/18 22,500 45.1563
1/18/18 1,000 45.1396
1/18/18 5,647 45.1219
1/17/18 4,000 45.0550
1/17/18 3,000 45.0525
1/17/18 6,000 45.0505
1/17/18 1,000 45.0685
1/17/18 1,200 45.0745
1/17/18 3,000 45.0565
1/17/18 7,900 45.0613
1/17/18 90,500 45.0495
1/17/18 1,000 45.0100
1/17/18 4,744 45.0000
1/16/18 6,000 44.9878
1/16/18 400 44.9621
1/16/18 12,300 44.9600
1/16/18 400 44.9500
1/16/18 206 45.0240
1/16/18 5,000 45.0206
1/16/18 8,553 45.0100
1/16/18 400 45.0098
1/16/18 80,000 45.0097
1/16/18 1,500 45.0038
1/16/18 4,000 44.9948
1/16/18 5,000 44.9918
1/16/18 6,000 44.9898
1/16/18 624 44.9499
1/16/18 1,350 44.9750
1/09/18 3,000 36.4750
1/03/18 1,200 34.0799
1/03/18 2,500 34.0540
GGCP, INC.
1/22/18 5,000 45.1550
GABELLI FUNDS, LLC.
GABELLI FOCUS FIVE FUND
2/09/18 7,300 44.7486
1/26/18 9,974- 46.0949
1/10/18 5,000- 37.1966
1/05/18 5,000- 36.2162
1/04/18 10,000- 35.9174
1/03/18 14,100 33.5898
12/21/17 15,000 33.9183
12/20/17 5,900 33.7733
12/15/17 15,000 34.3262
GABELLI VALUE PLUS TRUST PLC
1/17/18 30,000 45.0550
1/16/18 30,000 44.9217
GABELLI MERGER PLUS+ TRUST
2/09/18 5,000 44.7955
2/08/18 4,552 44.8894
2/07/18 2,500 44.9849
2/02/18 7,500 45.1995
1/31/18 2,500 45.2902
1/30/18 2,500 45.3360
1/22/18 1,000 45.1110
1/22/18 9,000- 46.3858
1/19/18 4,000 45.1003
1/18/18 18,000 45.1563
1/17/18 2,500 45.0440
1/16/18 47,500 44.9862
GABELLI MULTIMEDIA TRUST INC.
2/12/18 5,000 44.8000
1/17/18 10,000 45.0538
GABELLI GO ANYWHERE TRUST
1/17/18 9,000 45.0550
1/16/18 11,000 45.0092
GABELLI EQUITY TRUST
1/22/18 5,000 45.1050
1/19/18 10,000 45.2035
12/20/17 1,523 33.7733
GABELLI DIVIDEND & INCOME TRUST
2/14/18 20,000- 44.7921
THE GDL FUND
2/14/18 21,000 44.7500
2/06/18 24,000 44.9750
2/05/18 50,000 45.2050
2/01/18 1,799 45.2550
1/31/18 13,201 45.2550
1/23/18 15,000- 46.5768
1/19/18 8,000 45.0550
1/16/18 67,000 45.0092
GABELLI CONVERTIBLE & INCOME SECURITIES FUND INC.
1/22/18 5,000 45.1350
GABELLI ENTERPRISE M&A FUND
1/16/18 35,000 45.0092
GAMCO MERGER ARBITRAGE
2/14/18 9,100 44.7700
2/14/18 6,500 44.7330
2/13/18 5,000 44.8000
2/12/18 5,500 44.8000
2/09/18 16,100 44.7905
2/08/18 15,100 44.8894
2/06/18 22,800 44.9612
2/05/18 35,500 45.1243
2/02/18 15,130 45.1995
1/23/18 10,000- 46.3858
1/22/18 3,018 45.1110
1/19/18 14,200 45.1003
1/18/18 51,446 45.1563
1/17/18 5,000 45.0200
1/17/18 7,600 45.0440
1/16/18 136,273 44.9862
GAMCO ALL CAP VALUE
1/16/18 1,500 45.0092
GABELLI ABC FUND
2/05/18 180,000 45.2903
1/19/18 23,753 45.0550
1/18/18 20,000 45.1537
1/17/18 182,828 45.1049
ASSOCIATED CAPITAL GROUP INC.
2/14/18 400 44.7700
2/09/18 700 44.7905
2/08/18 500 44.8894
2/07/18 300 44.9799
2/06/18 1,000 44.9612
2/05/18 100 45.1243
2/02/18 1,100 45.1995
1/31/18 100 45.2909
1/30/18 500 45.3360
1/23/18 1,200- 46.3858
1/22/18 100 45.1110
1/19/18 600 45.1003
1/18/18 2,100 45.1563
1/17/18 300 45.0440
1/17/18 200 45.0200
1/16/18 5,700 44.9862
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NASDAQ.
(2) PRICE EXCLUDES COMMISSION.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Blackhawk Network Holdings, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this February 15, 2018.
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MARIO J. GABELLI
GGCP, INC.
MJG ASSOCIATES, INC.
GABELLI FOUNDATION, INC.
MJG-IV LIMITED PARTNERSHIP
By:/s/ David Goldman
David Goldman
Attorney-in-Fact
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TETON ADVISORS, INC.
GABELLI FUNDS, LLC
By: /s/ David Goldman
David Goldman
General Counsel -Gabelli Funds, LLC
Counsel-Teton Advisors, Inc.
|
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GAMCO INVESTORS, INC.
By:/s/ Kevin Handwerker
Kevin Handwerker
General Counsel & Secretary – GAMCO Investors, Inc.
|
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ASSOCIATED CAPITAL GROUP, INC.
GAMCO ASSET MANAGEMENT INC.
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
G.RESEARCH, LLC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President & Chief Executive Officer – Associated Capital Group,
Inc.
President – GAMCO Asset Management Inc.
Vice President – Gabelli & Company Investment Advisers, Inc.
Secretary – G.research, LLC.
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