GAMCO Commences Tender Offer for up to $10 Million of Its 2-Year Puttable Subordinated Notes Due 2023 At $1,014 Per $1,000 Note

By: GAMCO Investors, Inc. via Business Wire

March 28, 2022 at 16:15 PM EDT

GAMCO Investors, Inc. (“GAMCO”) (NYSE: GBL) announced today that it commenced a tender offer (the “Offer”) to purchase for cash up to $10 million aggregate principal amount of its 2-Year Puttable Subordinated Notes due 2023 (CUSIP No. 361438AC8) (the “Notes”) at a price equal to $1,014 per $1,000 principal amount of validly tendered and not properly withdrawn Notes (“Purchase Price”).

The Offer will expire at 12:00 Midnight, Eastern Time, on Monday, April 25, 2022 (one minute after 11:59pm Eastern Time on April 24, 2022), unless extended. Notes must be tendered prior to the expiration of the Offer, and existing tenders of Notes may be withdrawn at any time prior to the expiration of the Offer. Withdrawn Notes will be returned to their holders in accordance with the terms of the Offer.

The Offer is not conditioned on our receipt of financing or on any minimum principal amount of Notes being validly tendered and not properly withdrawn on or prior to the expiration date. However, the Offer is subject to certain customary conditions. Subject to these conditions, if less than $10 million aggregate principal amount of Notes is validly tendered and not properly withdrawn, we will accept all Notes tendered. If more than $10 million aggregate principal amount of Notes is validly tendered and not properly withdrawn, we will accept the tender of Notes and pay the Purchase Price for: (i) the Notes tendered by holders who own $100,000 or less in aggregate principal amount of Notes and (ii) if necessary to enable us to purchase $10 million aggregate principal amount of Notes, the Notes tendered by all other holders on a pro rata basis. The remaining Notes will still be puttable to the Company upon 60 days’ notice at par.

GAMCO intends to fund the Offer with cash on hand. As of March 18, 2022, the aggregate principal amount of the Notes outstanding was $50,999,000. Our directors and executive officers, including our Chairman, Chief Executive Officer, and Co-Chief Investment Officer - Value, Mario J. Gabelli, have not indicated to us whether they intend to tender their Notes in the Offer. Certain of our other affiliates, including Associated Capital Group, Inc. and GGCP, Inc., have indicated to us that they intend to tender some or all of their Notes in the Offer. As of March 18, 2022, Mr. Gabelli beneficially owned $42,658,000 principal amount of Notes (including Notes held by our affiliates Associated Capital Group, Inc. and GGCP, Inc.), and our other directors and executive officers beneficially owned, in the aggregate, an additional $387,000 principal amount of Notes.

The terms and conditions of the Offer are set forth in an offer to purchase, a letter of transmittal and related documentation being sent to holders of the Notes (the “Offering Documents”). GAMCO has retained Computershare Trust Company, N.A. (“Computershare”) to serve as the depositary for the Offer. A copy of the Offering Documents may be obtained from the Company at (914) 921-5149. Please contact the Company with any questions regarding the Offer.

This Press Release does not constitute an offer to sell or purchase, the solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Offer is being made solely pursuant to the Offering Documents. None of GAMCO, any of its directors, officers or employees, or Computershare is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offer. Holders of Notes are strongly encouraged to evaluate carefully all information in the Offering Documents and to consult their investment and tax advisors before making any decision regarding tendering their Notes.

About GAMCO Investors, Inc.

GAMCO is known for its research-driven approach to equity investing. GAMCO conducts its investment advisory business principally through two subsidiaries: GAMCO Asset Management Inc. (approximately 1,400 institutional and private wealth separate accounts, principally in the U.S.) and Gabelli Funds, LLC (24 open-end funds, 14 closed-end funds, 3 actively managed semi-transparent ETFs, and a SICAV). GAMCO serves a broad client base including institutions, intermediaries, offshore investors, private wealth, and direct retail investors. In recent years, GAMCO has successfully attracted and integrated new teams of RIAs, by providing a strong combination of corporate culture, reputation, and compensation arrangements.

GAMCO offers a wide range of solutions for clients across Value and Growth Equity, ESG, Convertibles, sector-focused strategies including Gold and Utilities, Merger Arbitrage, and Fixed Income. In 1977, GAMCO launched its flagship All Cap Value strategy, Gabelli Value, and in 1986 entered the mutual fund business.

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