UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________________________________
GAMCO Investors, Inc.
(Exact name of Registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation or organization) | 13-4007862 (I.R.S. Employer Identification No.) |
191 MASON STREET
RYE, NEW YORK 10580
(203) 629-2726
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
___________________________________________________
Peter Goldstein
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580
(914) 921-3700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Elizabeth Gonzalez-Sussman, Esq.
Kenneth A. Schlesinger, Esq.
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
___________________________________________________
Large accelerated filer ◻ | Accelerated filer ⌧ | |
Non-accelerated filer ◻ | Smaller reporting company ⌧ | |
Emerging growth company ◻ |
Title of each class of securities to be registered(1) | Amount to be registered(2)(3)(4) | Proposed maximum offering price per unit(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee | ||||||||||||
Senior or Subordinated Debt Securities | — | — | — | — | ||||||||||||
Preferred Stock, par value $0.001 per share | — | — | — | — | ||||||||||||
Class A Common Stock, par value $0.001 per share | — | — | — | — | ||||||||||||
Stock Purchase Contracts | — | — | — | — | ||||||||||||
Stock Purchase Units | ||||||||||||||||
Warrants | — | — | — | — | ||||||||||||
Rights | — | — | — | — | ||||||||||||
Total Offering | — | — | $ | 500,000,000 | $ | 0(5 | ) |
(1) | The securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. |
(2) | Includes an indeterminate number of securities that may be offered or sold by affiliates in market making transactions. Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Class A common stock that may become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of shares of Class A common stock. |
(3) | The amount is not specified as to each class of securities to be registered pursuant to Form S-3 General Instruction II.D. |
(4) | The Registrant is registering an indeterminate aggregate principal amount and number of securities of each identified class of securities up to a proposed aggregate offering price of $500,000,000, which may be offered from time to time in unspecified numbers and at indeterminate prices, and as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including under any applicable anti-dilution provisions. |
(5) | Pursuant to Rule 457(p) under the Securities Act, the securities registered pursuant to this Registration Statement include $500,000,000 of securities (the “Unsold Securities”) registered pursuant to Registration Statement No. 333-224032 filed by the Registrant on March 29, 2018 and declared effective on April 23, 2018 (the “Prior Registration Statement”), all of which remain unsold as of the date of filing of this Registration Statement. The Registrant previously paid $62,250 in connection with the Prior Registration Statement, which took into account an offset of $39,660 of filing fees under Rule 457(p) under the Securities Act, based on an earlier registration statement on Form S-3 (Registration Statement No. 333-203352) filed by the Registrant on April 10, 2015 and declared effective on May 4, 2015 that covered $500,000,000 of Unsold Securities. The registration fee previously paid by the Registrant with respect to $500,000,000 of Unsold Securities will continue to apply to such Unsold Securities registered hereunder in accordance with Rule 457(p) under the Securities Act. |
• | debt securities (which may be senior or subordinated), |
• | preferred stock, |
• | Class A common stock, |
• | stock purchase contracts, |
• | stock purchase units, |
• | warrants, and |
• | rights, |
Page | |
ABOUT THIS PROSPECTUS | 1 |
RISK FACTORS | 1 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1 |
SUMMARY | 2 |
USE OF PROCEEDS | 3 |
DESCRIPTION OF SECURITIES | 3 |
DESCRIPTION OF DEBT SECURITIES | 3 |
DESCRIPTION OF THE GAMCO CAPITAL STOCK | 12 |
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS | 17 |
DESCRIPTION OF WARRANTS | 18 |
DESCRIPTION OF RIGHTS | 19 |
PLAN OF DISTRIBUTION | 20 |
LEGAL MATTERS | 23 |
EXPERTS | 24 |
WHERE YOU CAN FIND MORE INFORMATION | 24 |
• | the title of debt securities and whether they are subordinated debt securities or senior debt securities; |
• | any limit on the aggregate principal amount of such debt securities; |
• | the price or prices at which GAMCO Investors, Inc. will sell such debt securities; |
• | the maturity date or dates of such debt securities; |
• | the rate or rates of interest, if any, which may be fixed or variable, at which such debt securities will bear interest, or the method of determining such rate or rates, if any; |
• | the date or dates from which any interest will accrue or the method by which such date or dates will be determined; |
• | the right, if any, to extend the interest payment periods and the duration of any such deferral period, including the maximum consecutive period during which interest payment periods may be extended; |
• | whether the amount of payments of principal of (and premium, if any) or interest on such debt securities may be determined with reference to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining the amount of such payments; |
• | the dates on which GAMCO Investors, Inc. will pay interest on such debt securities and the regular record date for determining who is entitled to the interest payable on any interest payment date; |
• | whether the debt securities will be secured or unsecured; |
• | the place or places where the principal of (and premium, if any) and interest on such debt securities will be payable; |
• | if GAMCO Investors, Inc. possesses the option to do so, the periods within which and the prices at which GAMCO Investors, Inc. may redeem such debt securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions; |
• | GAMCO Investors, Inc.’s obligation, if any, to redeem, repay or purchase such debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which GAMCO Investors, Inc. will redeem, repay or purchase such debt securities, in whole or in part, pursuant to such obligation, and the other terms and conditions of such obligation; |
• | the denominations in which such debt securities will be issued, if other than denominations of $1,000 and integral multiples of $1,000; |
• | the portion, or methods of determining the portion, of the principal amount of such debt securities which GAMCO Investors, Inc. must pay upon the acceleration of the maturity of the debt securities in connection with an Event of Default (as described below), if other than the full principal amount; |
• | the currency, currencies or currency unit in which GAMCO Investors, Inc. will pay the principal of (and premium, if any) or interest, if any, on such debt securities, if not United States dollars; |
• | provisions, if any, granting special rights to holders of such debt securities upon the occurrence of specified events; |
• | any deletions from, modifications of or additions to the Events of Default or GAMCO Investors, Inc.’s covenants with respect to the applicable series of debt securities, and whether or not such Events of Default or covenants are consistent with those contained in the applicable Indenture; |
• | the application, if any, of the terms of the Indentures relating to defeasance and covenant defeasance (which terms are described below) to such debt securities; |
• | whether the subordination provisions summarized below or different subordination provisions will apply to such debt securities; |
• | the terms, if any, upon which the holders may convert or exchange such debt securities into or for GAMCO Investors, Inc.’s common stock, preferred stock or other securities or property; |
• | whether any of such debt securities will be issued in global form and, if so, the terms and conditions upon which global debt securities may be exchanged for certificated debt securities; |
• | any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable because of an Event of Default; |
• | the depositary for global or certificated debt securities; |
• | any special tax implications of such debt securities; |
• | any trustees, authenticating or paying agents, transfer agents or registrars or other agents with respect to such debt securities; and |
• | any other terms of such debt securities. |
• | the principal of (and premium, if any) and interest due on indebtedness of GAMCO Investors, Inc. for borrowed money; |
• | all obligations guaranteed by GAMCO Investors, Inc. for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments; |
• | all obligations guaranteed by GAMCO Investors, Inc. evidenced by bonds, debentures, notes or similar written instruments, including obligations assumed or incurred in connection with the acquisition of property, assets or businesses (provided, however, that the deferred purchase price of any other business or property or assets shall not be considered indebtedness if the purchase price thereof is payable in full within 90 days from the date on which such indebtedness was created); |
• | any obligations of GAMCO Investors, Inc. as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles; |
• | all obligations of GAMCO Investors, Inc. for the reimbursement on any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction; |
• | all obligations of GAMCO Investors, Inc. in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements; |
• | all obligations of the types referred to above of other persons for the payment of which GAMCO Investors, Inc. is responsible or liable as obligor, guarantor or otherwise; and |
• | all obligations of the types referred to above of other persons secured by any lien on any property or asset of GAMCO Investors, Inc. (whether or not such obligation is assumed by GAMCO Investors, Inc.). |
• | indebtedness or monetary obligations to trade creditors created or assumed by GAMCO Investors, Inc. in the ordinary course of business in connection with the obtaining of materials or services; |
• | indebtedness that is by its terms subordinated to or ranks equal with the subordinated debt securities; and |
• | any indebtedness of GAMCO Investors, Inc. to its affiliates (including all debt securities and guarantees in respect of those debt securities issued to any trust, partnership or other entity affiliated with GAMCO Investors, Inc. that is a financing vehicle of GAMCO Investors, Inc. in connection with the issuance by such financing entity of preferred securities or other securities guaranteed by GAMCO Investors, Inc.) unless otherwise expressly provided in the terms of any such indebtedness. |
• | any dissolution or winding-up or liquidation or reorganization of GAMCO Investors, Inc., whether voluntary or involuntary or in bankruptcy, insolvency or receivership; |
• | any general assignment by GAMCO Investors, Inc. for the benefit of creditors; or |
• | any other marshaling of GAMCO Investors, Inc.’s assets or liabilities. |
• | GAMCO Investors, Inc. is the surviving corporation or the person formed by or surviving such merger or consolidation or to which such sale, assignment, transfer, lease or conveyance has been made, if other than GAMCO Investors, Inc., has expressly assumed by supplemental indenture all the obligations of GAMCO Investors, Inc. under such debt securities, the Indentures and any guarantees of preferred securities or common securities issued by certain trusts; |
• | immediately after giving effect to such transaction, no default or Event of Default has occurred and is continuing; and |
• | GAMCO Investors, Inc. delivers to the trustee an officers’ certificate and an opinion of counsel, each stating that the supplemental indenture complies with the applicable Indenture. |
• | GAMCO Investors, Inc.’s failure to pay any interest on any debt security of such series when due and payable, continued for 30 days; |
• | GAMCO Investors, Inc.’s failure to pay principal (or premium, if any) on any debt security of such series when due, regardless of whether such payment became due because of maturity, redemption, acceleration or otherwise, or is required by any sinking fund established with respect to such series; |
• | GAMCO Investors, Inc.’s failure to observe or perform any other of its covenants or agreements with respect to such debt securities for 90 days after it receives notice of such failure; |
• | certain defaults with respect to GAMCO Investors, Inc.’s debt (other than such debt securities or non-recourse debt) in any aggregate principal amount in excess of $25,000,000 consisting of the failure to make any payment at maturity or that results in acceleration of the maturity of such debt; and |
• | certain events of bankruptcy, insolvency or reorganization of GAMCO Investors, Inc. |
• | extend the fixed maturity of any debt securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof; |
• | reduce the amount of principal of an original issue discount debt security or any other debt security payable upon acceleration of the maturity thereof; |
• | change the currency in which any debt security or any premium or interest is payable; |
• | impair the right to institute suit for any payment on or with respect to any debt security; |
• | reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the Indentures or for waiver of compliance with certain provisions of the Indentures or for waiver of certain defaults; |
• | reduce the requirements contained in the Indentures for quorum or voting; or |
• | modify any of the above provisions. |
• | DTC notifies GAMCO Investors, Inc. that it is unwilling or unable to continue serving as the depositary for the relevant global securities; or |
• | DTC ceases to maintain certain qualifications under the Exchange Act and no successor depositary has been appointed for 90 days; or |
• | GAMCO Investors, Inc. determines, in its sole discretion, that the global security shall be exchangeable. |
(i) | holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to ten votes per share on all matters to be voted on by stockholders; and |
(ii) | holders of Class A common stock are not eligible to vote on matters relating exclusively to Class B common stock and vice versa. |
(i) | shares of Class A common stock may be paid only to holders of Class A common stock and shares of Class B common stock may be paid only to holders of Class B common stock; and |
(ii) | shares will be paid proportionally with respect to each outstanding share of Class A common stock and Class B common stock. |
(i) | the designation of the series; |
(ii) | the number of shares of the series, which number the Board of Directors of GAMCO may thereafter (except where otherwise provided in the designations for such series) increase or decrease (but not below the number of shares of such series then outstanding); |
(iii) | whether dividends, if any, will be cumulative or noncumulative and the dividend rate of the series; |
(iv) | the conditions upon which and the dates at which dividends, if any, will be payable, and the relation that such dividends, if any, will bear to the dividends payable on any other class or classes of stock; |
(v) | the redemption rights and price or prices, if any, for shares of the series; |
(vi) | the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; |
(vii) | the amounts payable on and the preferences, if any, of shares of the series, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of GAMCO; |
(viii) | whether the shares of the series will be convertible or exchangeable into shares of any other class or series, or any other security, of GAMCO or any other entity, and, if so, the specification of such other class or series or such other security, the conversion price or prices or exchange rate or rates, any adjustments thereof, the date or dates as of which such shares will be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; |
(ix) | the voting rights, in addition to the voting rights provided by law, if any, of the holders of shares of such series; |
(x) | the right of such shares to the benefit of conditions and restrictions upon the creation of indebtedness of GAMCO or any subsidiary, upon the issue of any additional shares and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by GAMCO or any subsidiary of any outstanding shares of GAMCO; |
(xi) | the restrictions on transfers of such shares; and |
(xii) | other relative, participating, optional or other special rights, qualifications, limitations or restrictions of such shares. |
• | the title of the warrants; |
• | the designation, amount and terms of the securities for which the warrants are exercisable and the procedures and conditions relating to the exercise of such warrants; |
• | the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each such security; |
• | the price or prices at which the warrants will be issued and any terms for the adjustment of the price or prices; |
• | the aggregate number of warrants; |
• | any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants; |
• | the price or prices at which the securities purchasable upon exercise of the warrants may be purchased, including provisions for adjustment of the exercise price of the warrant; |
• | if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable; |
• | if applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise of the warrants; |
• | any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; |
• | the date on which the right to exercise the warrants shall commence, and the date on which the right shall expire; and |
• | the maximum or minimum number of warrants which may be exercised at any time. |
• | the title of the rights; |
• | the date of determining the stockholders entitled to the rights distribution; |
• | the title, aggregate number of shares of Class A common stock or preferred stock purchasable upon exercise of the rights; |
• | the exercise price; |
• | the aggregate number of rights issued; |
• | the date, if any, on and after which the rights will be separately transferable; |
• | the date on which the right to exercise the rights will commence and the date on which the right will expire; and |
• | any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. |
• | directly to one or more purchasers; |
• | through agents; |
• | in “at the market offerings” to or through a market maker or into an existing trading market, or a securities exchange or otherwise; |
• | to or through underwriters, brokers or dealers; or |
• | through a combination of any of these methods. |
• | a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
• | privately negotiated transactions. |
• | enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage in short sales of the Class A common stock pursuant to this prospectus, in which case such broker-dealer or affiliate may use shares of Class A common stock received from us to close out its short positions; |
• | sell securities short and redeliver such shares to close out our short positions; |
• | enter into option or other types of transactions that require us to deliver Class A common stock to a broker-dealer or an affiliate thereof, who will then resell or transfer the Class A common stock under this prospectus; or |
• | loan or pledge the Class A common stock to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares pursuant to this prospectus. |
• | the terms of the offering; |
• | the names of any underwriters, dealers or agents; |
• | the name or names of any managing underwriter or underwriters; |
• | the purchase price of the securities; |
• | the net proceeds from the sale of the securities; |
• | any delayed delivery arrangements; |
• | any underwriting discounts, commissions and other items constituting underwriters’ compensation; |
• | any public offering price; |
• | any discounts or concessions allowed or reallowed or paid to dealers; |
• | any commissions paid to agents; and |
• | the terms of any arrangement entered into with any dealer or agent. |
• | Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 5, 2021; |
• | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 6, 2021, as amended May 7, 2021; |
• | our Current Reports on Form 8-K filed with the SEC on April 13, 2021, June 9, 2021 (2 filings), June 15, 2021, and July 20, 2021; |
• | The description of our capital stock, which is contained in the registration statement on Form 8-A/A filed with the SEC on November 22, 2013. |
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. | Other Expenses of Issuance and Distribution. |
Amount Payable by the Registrant | ||||
SEC Registration Fee | $ | * | ||
Accounting Fees and Expenses | ** | |||
Legal Fees and Expenses | ** | |||
Registrar and Transfer Agent Fees and Expenses | ** | |||
Miscellaneous Expenses | ** | |||
Total | $ | ** |
* | Pursuant to Rule 457(p) under the Securities Act, this registration statement includes $500,000,000 aggregate amount of Unsold Securities previously registered under the Registration Statement on Form S-3 (File No. 333-224032). The registration fee previously paid with respect to such Unsold Securities will continue to apply to such securities in accordance with Rule 457(p) under the Securities Act. |
** | These fees and expenses are calculated based on the securities offered and the number of issuances and, accordingly, cannot be estimated at this time. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | List of Exhibits. |
Exhibit No. | Description of Exhibits |
1.1 | Form of Underwriting Agreement (to be filed on a subsequent Current Report on Form 8-K of GAMCO Investors, Inc., if applicable). |
2.1 | Agreement and Plan of Merger, dated October 14, 2013, between GAMCO Investors, Inc., a New York corporation and GAMCO Investors, Inc., a Delaware corporation. (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K of GAMCO Investors, Inc. dated November 20, 2013 filed with the Securities and Exchange Commission on November 22, 2013). |
2.2 | Separation and Distribution Agreement, dated November 30, 2015, by and between GAMCO Investors, Inc. and Associated Capital Group, Inc. (incorporated by reference to Exhibit 2.1 to the Report on Form 8-K of GAMCO Investors, Inc. dated November 30, 2015 filed with the Securities and Exchange Commission on December 4, 2015). |
3.1 | Amended and Restated Certificate of Incorporation of GAMCO Investors, Inc. (incorporated by reference to Exhibit 3.1 to the Report on Form 8-K of GAMCO Investors, Inc. dated November 20, 2013 filed with the Securities and Exchange Commission on November 22, 2013). |
3.2 | Amendment to the Amended and Restated Certificate of Incorporation of GAMCO Investors, Inc. (incorporated by reference to Exhibit B of the Definitive Proxy Statement on Schedule 14A of GAMCO Investors, Inc. with respect to the 2020 Annual Meeting of the Shareholders filed with the Securities and Exchange Commission on April 29, 2020). |
3.3 | Amendment to the Amended and Restated Certificate of Incorporation of GAMCO Investors, Inc. (incorporated by reference to Appendix A of the Definitive Proxy Statement on Schedule 14A of GAMCO Investors, Inc. with respect to the Special Meeting of the Shareholders filed with the Securities and Exchange Commission on July 2, 2021). |
3.4 | Amended and Restated Bylaws of GAMCO Investors, Inc. (incorporated by reference to Exhibit 3.2 to the Report on Form 8-K of GAMCO Investors, Inc. dated November 20, 2013 filed with the Securities and Exchange Commission on November 22, 2013). |
3.5 | Amendment No. 1 to Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Report on Form 8-K of GAMCO Investors, Inc. dated September 23, 2014 filed with the Securities and Exchange Commission on September 26, 2014). |
3.6 4.1 | Amendment No. 2 to Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Report on Form 8-K dated February 20, 2020 filed with the Securities and Exchange Commission on February 21, 2020). Form of Senior Indenture between GAMCO Investors, Inc. and The Bank of New York Mellon), as Trustee (the “Senior Indenture”) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 (File No. 333-203352) filed with the Securities and Exchange Commission on April 30, 2015). |
4.2 | Form of Subordinated Indenture between the Registrant and The Bank of New York Mellon, as Trustee (the “Subordinated Indenture”) (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 (File No. 333-203352) filed with the Securities and Exchange Commission on April 30, 2015). |
4.3 | Indenture, dated as of June 14, 2021, by and between GAMCO Investors, Inc. and Computershare Trust Company, N.A. as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K dated June 14, 2021 filed with the Securities and Exchange Commission on June 15, 2021). |
4.4 | Form of 2-Year Puttable Subordinated Notes due 2023 (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 8-K dated June 14, 2021 filed with the Securities and Exchange Commission on June 15, 2021). |
4.5 | Certificate of Designations relating to preferred stock (to be filed on a subsequent Current Report on Form 8-K of GAMCO Investors, Inc., if applicable). |
4.6 | Purchase Contract Agreement setting forth Stock Purchase Contracts and/or Stock Purchase Units (to be filed on a subsequent Current Report on Form 8-K of GAMCO Investors, Inc., if applicable). |
4.7 | Warrant Agreement setting forth the terms of the Warrants (to be filed on a subsequent Current Report on Form 8-K of GAMCO Investors, Inc., if applicable). |
4.8 | Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of GAMCO Investors, Inc. dated November 20, 2013 filed with the Securities and Exchange Commission on November 22, 2013). |
5.1* | Opinion of Olshan Frome Wolosky LLP. |
23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm. |
23.2* | Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1). |
24.1* | Powers of Attorney (included in the signature pages hereto). |
25.1* | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, for the form of Senior Indenture referenced as Exhibit 4.1 above. |
25.2* | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, for the form of Subordinated Indenture referenced as Exhibit 4.2. |
* | Filed herewith. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(1) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(2) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(3) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(1) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
GAMCO INVESTORS, INC. | |||
By: | /s/ Kieran Caterina | ||
Name: | Kieran Caterina | ||
Title: | Chief Accounting Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE |
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/s/ Mario J. Gabelli | Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director | July 21, 2021 |
Mario J. Gabelli | ||
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/s/ Kieran Caterina | Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | July 21, 2021 |
Kieran Caterina | ||
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/s/ Edwin L. Artzt | Director | July 21, 2021 |
Edwin L. Artzt | ||
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/s/ Raymond C. Avansino, Jr. | Director | July 21, 2021 |
Raymond C. Avansino, Jr. | ||
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/s/ Leslie B. Daniels | Director | July 21, 2021 |
Leslie B. Daniels | ||
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/s/ Eugene R. McGrath | Director | July 21, 2021 |
Eugene R. McGrath | ||
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/s/ Robert S. Prather, Jr. | Director | July 21, 2021 |
Robert S. Prather, Jr. | ||
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SIGNATURE | TITLE | DATE |
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/s/ Elisa M. Wilson | Director | July 21, 2021 |
Elisa M. Wilson | ||
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