Amended Tender Offer Statement by Issuer (sc To-i/a)
October 07 2019 - 02:04PM
Edgar (US Regulatory)
UNITED STATES
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. 4)
Eaton Vance Corp.
(Name of Subject Company (Issuer) and Filing
Person (Offeror))
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
(Title of Classes of Securities)
N/A
(CUSIP Number of Classes of Securities)
Frederick S. Marius
Chief Legal Officer
Eaton Vance Corp.
Two International Place
Boston, Massachusetts 02110
(617) 482-8260
(Name, address and telephone number of person
authorized to receive notices and communications on behalf of filing person)
Copy to:
Jonathan Wolfman
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
CALCULATION OF FILING FEE
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Transaction valuation(1)
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Amount of filing fee(2)
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$25,057,562
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$3,252.47
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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 $25,057,562 as of September 10, 2019 will be exchanged for restricted stock awards pursuant to the exchange offer.
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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 $129.80 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: $3,036.98
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Filing Party: Eaton Vance Corp.
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Form or Registration No.: 005-39408
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Date Filed: August 28, 2019 and September 10, 2019
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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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☐
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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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☐
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going-private transaction subject to Rule 13e-3.
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☐
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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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☐
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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☐
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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EXPLANATORY NOTE
This
Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange
Commission on August 28, 2019, as previously amended (the “Schedule TO”), by Eaton Vance Corp., a Maryland corporation
(the “Company”), which relates to the offer by the Company to eligible employees of its subsidiary Parametric Portfolio
Associates LLC (“Parametric”) to exchange all outstanding Eaton Vance Corp. Deferred Stock Awards related to Parametric
Phantom Incentive Units for Eaton Vance Corp. restricted stock awards (the “Exchange Offer”), on the terms and subject
to the conditions described in the Amended and Restated Offer to Exchange Eaton Vance Corp. Deferred Stock Awards related to Parametric
Phantom Incentive Units for Eaton Vance Corp. Restricted Stock Awards at a Fixed Exchange Ratio, dated August 28, 2019, as amended
on September 10, 2019.
This
Amendment No. 4 is made to report the results of the Exchange Offer. The information in the Schedule TO, as amended, including
all schedules and annexes to the Schedule TO, which were previously filed with the Schedule TO or any amendment thereto, is incorporated
herein by reference to answer the items required in this Schedule TO, except that such information is hereby amended and supplemented
to the extent specifically provided in this Amendment. Except as specifically set forth herein, this Amendment does not modify
any of the information previously reported on the Schedule TO.
Item 4. Terms of the Transaction.
Item
4(a) of the Schedule TO is hereby amended and supplemented by adding the following:
“The Exchange Offer expired at
the end of the day, 12:00 midnight, Eastern Time, on Friday, October 4, 2019. Eligible employees tendered, and the Company
accepted for exchange, 2,201 eligible awards granted on November 1, 2016, 2,873 eligible awards granted on November 1, 2017,
1,247 eligible awards granted on January 10, 2018 and 329,639 eligible awards granted on November 1, 2018, representing
approximately 98% of the total Incentive Units eligible for exchange in the Exchange Offer. The Company has granted RSAs
representing 555,762 shares of the Company’s non-voting common stock in exchange for the cancellation of the tendered
eligible awards.”
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: October 7, 2019
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