CALCULATION OF FILING FEE
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Transaction valuation(1)
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Amount of filing fee(2)
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$21,540,307
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$2,610.69
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(1)
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The transaction valuation is estimated only for purposes of calculating the filing fee. This amount assumes that Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units having an aggregate value of $21,540,307 as of August 27, 2019 will be exchanged for restricted stock awards pursuant to the exchange offers.
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(2)
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The amount of the filing fee, calculated in accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended, equals $121.20 per $1,000,000 of the value of the transaction.
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☐
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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☐
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Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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☒
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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This Tender Offer Statement on Schedule
TO is filed by Eaton Vance Corp., a Maryland corporation (“Eaton Vance” or the “Company”), and relates
to the offers by Eaton Vance to eligible employees of Parametric Portfolio Associates LLC (“Parametric”) to exchange
all outstanding Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units (“Incentive Units”)
granted pursuant to the 2016 Parametric Phantom Incentive Plan (the “2016 Parametric Plan”) or the 2018 Parametric
Phantom Incentive Plan (the “2018 Parametric Plan”) for Eaton Vance Corp. restricted stock awards (“RSAs”).
The terms of the exchange offers are subject to the conditions described in the Offers to Exchange Eaton Vance Corp. Deferred Stock
Awards related to Parametric Phantom Incentive Units granted on November 1, 2016, November 1, 2017, January 10, 2018 and November
1, 2018 for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019 (the “Offers to Exchange”), a copy of
which is filed herewith as Exhibit (a)(1)(A), and the Election Form, a form of which is filed herewith as Exhibit (a)(1)(B). This
Tender Offer Statement on Schedule TO is being filed in accordance with Rule 13e-4(c)(2) promulgated under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offers
to Exchange is hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set
forth below.
Item 1. Summary Term Sheet.
The information under the heading “Summary
Term Sheet and Questions and Answers” in the Offers to Exchange, attached hereto as Exhibit (a)(1)(A), is incorporated herein
by reference.
Item 2. Subject Company Information.
(a)
Name and Address. Eaton Vance Corp., a Maryland corporation (the “Company”), is the issuer and the subject
company. The address of the Company’s principal executive office is Two International Place, Boston, Massachusetts 02110,
and the Company’s telephone number at that address is (617) 482-8260.
(b)
Securities. This Tender Offer Statement on Schedule TO relates to offers by the Company to eligible employees of
Parametric to exchange all outstanding eligible awards for RSAs granted under the Eaton Vance Corp. 2013 Omnibus Incentive Plan,
as amended (the “EVC 2013 Plan”). “Eligible awards” are outstanding Eaton Vance Corp. Deferred Stock Awards
related to Incentive Units that were granted pursuant to the 2016 Parametric Plan or the 2018 Parametric Plan and are settled through
delivery of shares of non-voting common stock of the Company issued under the EVC 2013 Plan. There are four different classes of
Incentive Units, each corresponding to its respective original date of grant, and each possessing different economic rights based
on its date of grant. Eligible awards granted on November 1, 2016 and November 1, 2017 are under the 2016 Parametric Plan. Eligible
awards granted on January 10, 2018 and November 1, 2018 are under the 2018 Parametric Plan. The 2016 Parametric Plan and the 2018
Parametric Plan are substantially similar, other than the unitization of awards. Under the 2016 Parametric Plan, one Incentive
Unit is equivalent to one unit of Parametric. Under the 2018 Parametric Plan, 100 Incentive Units are equivalent to one unit of
Parametric. “Eligible employees” are all employees of Parametric that hold eligible awards.
As of August 28, 2019, the number of outstanding eligible
awards were as follows:
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Grant Date
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Number of
Incentive Units
Outstanding
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November 1, 2016
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2,221
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November 1, 2017
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2,932
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January 10, 2018
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1,345
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November 1, 2018
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336,599
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(c)
Trading Market and Price. The information set forth in the Offers to Exchange under Section 8 (“Price Range
of Shares Underlying the Awards and RSAs”) is incorporated herein by reference.
Item 3. Identity and Background of
Filing Person.
(a)
Name and Address. The Company is the filing person and the issuer. The Company’s business address is Two International
Place, Boston, Massachusetts 02110, and the Company’s telephone number at that address is (617) 482-8260.
Pursuant to General Instruction C to
Schedule TO, the information set forth on Schedule A to the Offers to Exchange is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)
Material Terms. The information set forth in the section of the Offers to Exchange under the caption “Summary
Term Sheet and Questions and Answers” and Section 1 (“Eligibility”), Section 2 (“Number of Shares of Restricted
Stock; Expiration Time”), Section 3 (“Purposes of the Exchange Offers”), Section 4 (“Procedures for Electing
to Exchange Awards”), Section 5 (“Withdrawal Rights and Change of Election”), Section 6 (“Acceptance of
Awards for Exchange and Granting of RSAs”), Section 7 (“Conditions of the Exchange Offers”), Section 8 (“Price
Range of Shares Underlying the Awards and RSAs”), Section 9 (“Source and Amount of Consideration; Terms of RSAs”),
Section 12 (“Status of Awards Acquired by Us in the Exchange Offers; Accounting Consequences of the Exchange Offers”),
Section 13 (“Legal Matters; Regulatory Approvals”), Section 14 (“Material Income Tax Consequences”) and
Section 15 (“Extension of the Exchange Offers; Termination; Amendment”) is incorporated herein by reference.
(b)
Purchases. The information set forth in the Offers to Exchange under Section 11 (“Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.
Item 5. Past Contracts, Transactions,
Negotiations and Agreements.
(a)
Agreements Involving the Subject Company’s Securities. The information set forth in the Offers to Exchange
under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”)
is incorporated herein by reference.
Item 6. Purposes of the Transaction
and Plans or Proposals.
(a)
Purposes. The information set forth in the Offers to Exchange under the caption “Summary Term Sheet and Questions
and Answers” and under Section 3 (“Purposes of the Exchange Offers”) is incorporated herein by reference.
(b)
Use of Securities Acquired. The information set forth in the Offers to Exchange under Section 6 (“Acceptance
of Awards for Exchange and Granting of RSAs”) and Section 12 (“Status of Awards Acquired by Us in the Exchange Offers;
Accounting Consequences of the Exchange Offers”) is incorporated herein by reference.
(c)
Plans. The information set forth in the Offers to Exchange under Section 3 (“Purposes of the Exchange Offers”)
is incorporated herein by reference.
Item 7. Source and Amount of Funds
or Other Consideration.
(a)
Source of Funds. The information set forth in the Offers to Exchange under Section 9 (“Source and Amount of
Consideration; Terms of RSAs”) is incorporated herein by reference.
(b)
Conditions. Not applicable.
(c)
Borrowed Funds. Not applicable.
Item 8. Interest in Securities of
the Subject Company.
(a)
Securities Ownership. The information set forth in the Offers to Exchange under Section 11 (“Interests of Directors
and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.
(b)
Securities Transactions. The information set forth in the Offers to Exchange under Section 11 (“Interests of
Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) is incorporated herein by reference.
Item 9. Persons/Assets, Retained,
Employed, Compensated or Used.
(a)
Solicitations or Recommendations. Not applicable.
Item 10. Financial Statements.
(a)
Financial Information. The information set forth in Schedule B to the Offers to Exchange and under Section 10 (“Information
Concerning Eaton Vance; Financial Information”) and Section 17 (“Additional Information”) is incorporated herein
by reference. The Company’s
Annual Report on Form 10-K for the year ended October 31,
2018, as filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2018, its Quarterly Report on
Form 10-Q for the quarter ended January 31, 2019, filed with the SEC on March 8, 2019 and its Quarterly Report on Form 10-Q for
the quarter ended April 30, 2019, filed with the SEC on June 5, 2019, are incorporated by reference herein and can be accessed
electronically on the SEC’s website at http://www.sec.gov.
(b)
Pro Forma Information. Not applicable.
Item 11. Additional Information.
(a) Agreements,
Regulatory Requirements and Legal Proceedings. The information set forth in the Offers to Exchange under the caption “Summary
Term Sheet and Questions and Answers” and under Section 11 (“Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning Our Securities”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated
herein by reference.
(c) Other
Material Information. Not applicable.
Item 12. Exhibits.
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Description
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(a)(1)(A)
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Offers to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric Phantom Incentive Units for Eaton Vance Corp. Restricted Stock Awards, dated August 28, 2019
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(a)(1)(B)
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Form of Election Form
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(a)(1)(C)
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Form of Withdrawal Form
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(a)(1)(D)
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Form of Email Regarding Exchange Offers
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(a)(1)(E)
(a)(1)(F)
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Form of Email Regarding Actual Exchange Ratios
Annual
Report on Form 10-K for the year ended October 31, 2018, filed with the SEC on December 21, 2018, is incorporated herein by reference
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(a)(1)(G)
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Quarterly Report on Form 10-Q for the quarter ended January 31, 2019, filed with the SEC on March 8, 2019, is incorporated herein by reference
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(a)(1)(H)
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Quarterly Report on Form 10-Q for the quarter ended April 30, 2019, filed with the SEC on June 5, 2019, is incorporated herein by reference
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(b)
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Not applicable.
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(d)(1)
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2016 Parametric Phantom Incentive Plan, dated October 26, 2016. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on October 31, 2016.)
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(d)(2)
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2018 Parametric Phantom Incentive Plan, dated January 10, 2018. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 12, 2018.)
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(d)(3)
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Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated on October 24, 2018. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 26, 2018.)
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(d)(4)
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Form of Restricted Stock Award Agreement
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13. Information Required by Schedule
13E-3.
Not applicable.
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.
EATON VANCE CORP.
By: /s/ Thomas E. Faust Jr.
Name: Thomas E. Faust Jr.
Title: Chairman, Chief Executive Officer and President
Date: August 28, 2019
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