As filed with the Securities and Exchange Commission on December 11, 2023
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
The Gabelli Equity Trust Inc.
(Name of Subject Company (Issuer))
The Gabelli Equity Trust Inc.
(Name of Filing Person (Issuer))
Series C Auction Rate Cumulative Preferred Stock, Par Value $0.001
Series E Auction Rate Cumulative Preferred Stock, Par Value $0.001
(Title of Classes of Securities)
362397507
362397606
(CUSIP Number of Classes of Securities)
John C. Ball
The Gabelli Equity Trust Inc.
One Corporate Center
Rye, New York 10580-1422
(914) 921-5100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Peter Goldstein, Esq. The Gabelli Equity Trust Inc. One Corporate Center Rye, New York 10580-1422 (914) 921-5100 | P. Jay Spinola, Esq. Bissie K. Bonner, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 (212) 728-8000 |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | Third-party tender offer subject to Rule 14d-1. |
☒ | Issuer tender offer subject to Rule 13e-4. |
☐ | Going-private transaction subject to Rule 13e-3. |
☐ | Amendment to Schedule 13D under Rule 13d-2. |
☐ | Check the box if the filing is a final amendment reporting the results of the tender offer. |
INTRODUCTORY STATEMENT
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, this “Schedule TO”), filed with the Securities and Exchange Commission by The Gabelli Equity Trust Inc., a Maryland corporation (“GAB” or the “Issuer”), on November 16, 2023, relating to the Issuer’s offer to purchase up to 100% of the Issuer’s Series C Auction Rate Cumulative Preferred Stock, par value $0.001 and liquidation preference $25,000 per share (the “Series C Preferred”), and Series E Auction Rate Cumulative Preferred Stock, par value $0.001 and liquidation preference $25,000 per share (the “Series E Preferred” and together with the Series C Preferred, the “Auction Rate Preferred Shares”), for cash at price equal to 90% of the $25,000 liquidation preference per Auction Rate Preferred Share (i.e., $22,500 per share, the “Purchase Price”), plus any accrued and unpaid dividends, on the terms and subject to the conditions set forth in Offer to Purchase, dated November 16, 2023 (the “Offer to Purchase”), and the related Letter of Transmittal (such transaction, the “Offer”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO, the Offer to Purchase or the Letter of Transmittal, as applicable.
The Issuer has determined to extend the Expiration Date of the Offer from 5:00 p.m., New York City time, on December 20, 2023, to 5:00 p.m., New York City time, on January 5, 2024. This Amendment No. 2 is being filed in satisfaction of the requirements of Rule 13e-4(c)(1) and (c)(3) promulgated under the Securities Exchange Act of 1934, as amended.
Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information set forth in the Schedule TO, including all schedules and annexes thereto that were previously filed therewith, remains unchanged and is incorporated herein by reference, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith.
You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
ITEM 1 THROUGH 9 AND ITEM 11.
The Issuer has determined to extend the Expiration Date of the Offer from 5:00 p.m., New York City time, on December 20, 2023, to 5:00 p.m., New York City time, on January 5, 2024, unless further extended by the Issuer. Therefore, Item 1 through Item 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text thereto:
“On December 11, 2023, the Issuer extended the Expiration Date of the Offer. The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on December 20, 2023. The Expiration Date of the Offer has been extended to 5:00 p.m., New York City time, on January 5, 2024, unless further extended by the Issuer.
As a result of the extension of the Expiration Date, the Issuer anticipates that the settlement date in respect of Auction Rate Preferred Shares validly surrendered and accepted for purchase in the Offer will occur on January 11, 2024 (four business days after the Expiration Date).
The press release announcing the extension of the Expiration Date for the Offer is attached as Exhibit (a)(5)(ii) to the Schedule TO and incorporated herein by reference.”
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ITEM 12(a). EXHIBITS.
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ITEM 12(b). FILING FEES
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
THE GABELLI EQUITY TRUST INC. | ||
By: | /s/ John C. Ball | |
Name: | John C. Ball | |
Title: | President |
Dated: December 11, 2023
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