As filed with the Securities and Exchange Commission on August 23, 2021

Investment Company Act File No. 811-23035

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

(Amendment No. 2)

 

 

TENDER OFFER STATEMENT

(Under Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act of 1934)

The Gabelli Go Anywhere Trust

(Name of Subject Company (Issuer))

The Gabelli Go Anywhere Trust

(Names of Filing Person(s) (Offeror))

Common shares of beneficial interest, par value $0.001

(Title of Class of Securities)

36250J109

(CUSIP Number of Class of Securities)

Peter Goldstein, Esq.

The Gabelli Go Anywhere Trust

One Corporate Center

Rye, New York 10580-1422

Telephone: (800) 422-3554

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Person(s))

 

 

Copies to:

Thomas A. DeCapo, Esq.

Kenneth E. Burdon, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

500 Boylston Street

Boston, Massachusetts 02116

Calculation of Filing Fee

 

 

 

  Transaction Value

  

Amount of Filing Fee

  $26,141,798.80(a)

  

$2,852.07(b)

 

(a)

Calculated solely for purposes of determining the amount of the filing fee. The amount is based upon the offer to purchase up to 1,546,852 shares of common stock in the offer based upon a price of $16.90 (98% of the net asset value per share on July 30, 2021).

(b)

The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and the Fee Rate Advisory #1 for Fiscal Year 2021, equals $109.10 for each $1,000,000 of the value of the transaction.

☒

Check 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.

 

Amount Previously Paid:    $2,852.07   
Form or Registration No.:    Schedule TO   
Filing Party:    The Gabelli Go Anywhere Trust   
Date Filed:    August 3, 2021   

 

☐

Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this 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 following 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, the “Schedule TO”), filed with the Securities and Exchange Commission (the “SEC”) by The Gabelli Go Anywhere Trust (the “Fund”), a Delaware statutory trust, on August 3, 2021, relating to the offer by the Fund to purchase for cash any and all of the Fund’s outstanding common shares of beneficial interest, par value $0.001 per share, upon the terms and subject to the conditions contained in the Offer to Purchase dated August 3, 2021 and the related Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO, the Offer to Exchange or the Letter of Transmittal, as applicable.

This Amendment No. 2 is being filed to update Item 12 of the Schedule TO to include a press release. A copy of the press release is attached hereto as Exhibit (a)(5)(iv). 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 exhibit filed herewith.

You should read this Amendment No. 2 together with the Schedule TO, the Offer to Exchange and the Letter of Transmittal.

 

Item 12.                Exhibits

 

  (a)(1)(i)

Offer to Purchase, dated August 3, 2021.(1)

 

  (a)(1)(ii)

Form of Letter of Transmittal.(1)

 

  (a)(2)

None.

 

  (a)(3)

Not Applicable.

 

  (a)(4)

Not Applicable.

 

  (a)(5)(i)

Press release issued on May 14, 2021.(2)

 

  (a)(5)(ii)

Press release issued on August 2, 2021.(3)

 

  (a)(5)(iii)

Press release issued on August 19, 2021.(4)

 

  (a)(5)(iv)

Press release issued on August 20, 2021.*

 

  (b)

None.

 

  (d)(1)

Automatic Dividend Reinvestment Plan.(5)

 

  (d)(2)

Investment Advisory Agreement between Registrant and Gabelli Funds, LLC.(6)

 

  (d)(3)

Custodian Agreement.(7)

 

  (d)(4)

Registrar, Transfer Agency and Service Agreement.(7)

 

  (g)

None.

 

  (h)

None.

 

 

  *

Filed herewith.

  (1)

Incorporated by reference to the Registrant’s Schedule TO-I, as filed with the SEC on August 3, 2021.

  (2)

Incorporated by reference to the Registrant’s Schedule TO-C, as filed with the SEC on May 14, 2021.

  (3)

Incorporated by reference to the Registrant’s Schedule TO-C, as filed with the SEC on August 2, 2021.

  (4)

Incorporated by reference to Amendment No. 1 to the Registrant’s Schedule TO-I, as filed with the SEC on August 19, 2021.

  (5)

Incorporated by reference to the Registrant’s 2020 annual report on Form N-CSR, as filed with the SEC on March 8, 2021.

  (6)

Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2, as filed with the SEC on May 12, 2015 (File Nos. 333- 202459 and 811-23035).

  (7)

Incorporated by reference to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2, as filed with the SEC on June 5, 2015 (File Nos. 333- 202459 and 811-23035).

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 Go Anywhere Trust

By:         /s/ Bruce N. Alpert                            

              Name: Bruce N. Alpert

              Title: President

              Dated:     August 20, 2021

Exhibit Index

(a)(5)(iv)             Press release, dated August 20, 2021.

LOGO

  

THE GABELLI GO ANYWHERE TRUST

Investor Relations Contact:

David Schachter

(914) 921-5057
dschachter@gabelli.com

PRESS RELEASE

For Immediate Release

GABELLI GO ANYWHERE TRUST

ANNOUNCES COMMON SHARE TENDER OFFER

AND REDEMPTION OF PREFERRED SHARES

Rye, NY – August 20, 2021 – As designed in the Initial Public Offering of The Gabelli Go Anywhere Trust (NYSE American: GGO) (the “Fund”) September 2, 2016, the Board of Trustees (the “Board of Trustees”) has authorized an issuer tender offer to purchase for cash all of the Fund’s issued and outstanding common shares (the “Shares”). The price was set at 98% of the net asset value per Share determined on the last business date prior to the expiration date of September 24, 2021 (the “Offer”). In addition, the Board of Trustees authorized a distribution of $0.05 per Share payable on Sept 23, 2021, to shareholders of record on September 16, 2021.

Also pursuant to the initial offering documents, the Fund’s Board of Trustees initiated the provision to redeem all outstanding Series A Cumulative Puttable and Callable Preferred Shares (the “Series A Preferred Shares”), at the liquidation preference of $40.00 per share. At the time of the redemption on September 27, 2021 (the “Redemption Date”), Series A Preferred shareholders will also receive a $0.50 per share distribution payable to shareholders of record on September 20, 2021, plus $0.0055 per share representing accumulated and unpaid dividends and distributions to the Redemption Date.

All or part of the distribution may be treated as long-term capital gain or qualified dividend income (or a combination of both) for individuals, each subject to the maximum federal income tax rate for long term capital gains, which is currently 20% in taxable accounts for individuals (or less depending on an individual’s tax bracket). In addition, certain U.S. shareholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare surcharge on their “net investment income”, which includes dividends received from the Fund and capital gains from the sale or other disposition of shares of the Fund.

If the Fund does not generate sufficient earnings (dividends and interest income, less expenses, and realized net capital gain) equal to or in excess of the aggregate distributions paid by the Fund in a given year, then the amount distributed in excess of the Fund’s earnings would be deemed a return of capital. Since this would be considered a return of a portion of a shareholder’s original investment, it is generally not taxable and would be treated as a reduction in the shareholder’s cost basis.

Long-term capital gains, qualified dividend income, investment company taxable income, and return of capital, if any, will be allocated on a pro-rata basis to all distributions to common shareholders for the year. Based on the accounting records of the Fund currently available, each of the distributions paid to common and preferred shareholders in 2021 would include

approximately 2% from net investment income and 98% from net capital gains on a book basis. This does not represent information for tax reporting purposes. The estimated components of each distribution are updated and provided to shareholders of record in a notice accompanying the distribution and are available on our website (www.gabelli.com). The final determination of the sources of all distributions in 2021 will be made after year end and can vary from the quarterly estimates. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of the current distribution. All individual shareholders with taxable accounts will receive written notification regarding the components and tax treatment for all 2021 distributions in early 2022 via Form 1099-DIV.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Fund. The Offer is being made only pursuant to the Tender Offer Statement on Schedule TO, including an Offer to Purchase, Letter of Transmittal and related materials that the Fund filed with the Securities and Exchange Commission (“SEC”) on August 3, 2021. Shareholders of the Fund are urged to carefully read the Tender Offer Statement, Offer to Purchase, Letter of Transmittal and related materials filed with the SEC because they contain important information, including the various terms of, and conditions to, the Offer. Investors may obtain free copies of the Tender Offer Statement and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, free copies of the Tender Offer Statement and other documents filed with the SEC may also be obtained by directing a request to: Gabelli Funds, or by calling (800) 422-3554.

Investors should carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. More information regarding the Fund’s distribution policy and other information about the Fund is available by calling 800-GABELLI (800-422-3554) or visiting www.gabelli.com.

About Gabelli Go Anywhere Trust

The Gabelli Go Anywhere Trust is a non-diversified, closed-end management investment company whose primary investment objective is total return, consisting of capital appreciation and current income. The Fund is managed by Gabelli Funds, LLC, a subsidiary of GAMCO Investors, Inc. (NYSE:GBL).

NYSE American: GGO

CUSIP – 36250J109