As filed with the Securities and Exchange Commission on January 3, 2017

 

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

 

 

 

Virtus Global Dividend & Income Fund Inc.

(Name of Subject Company [Issuer])

 

 

 

Virtus Global Dividend & Income Fund Inc.

(Name of Filing Persons)

 

 

 

Common Stock, Par Value $0.004 Per Share

(Title of Class of Securities)

92835W 107

(CUSIP Number of Class of Securities)

 

101 Munson Street
Greenfield, MA 01301-9683

(Address of Principal Executive Office)

Telephone Number, Including Area Code: (866) 270-7788

 

William Renahan, Esq.

Vice President, Chief Legal Officer &

Secretary for the Registrant
100 Pearl Street
Hartford, CT 06103-4506

(Name and Address of Agent for Service)

 

 

 

 Copy to:

Christopher P. Harvey, Esq.

Dechert LLP
One International Place
40th Floor 100 Oliver Street

Boston, MA 02110 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)

 

 

 

 

 

 

Calculation of Filing Fee

 

Transaction Valuation   Amount Of Filing Fee 
$16,883,187.15 (a)  $1,956.76 (b)

 

 

(a)   Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 1,351,195.45 shares of common stock of the Fund (5% of the total number of shares outstanding on December 23, 2016) by $12.50 (98% of the net asset value per share of  $12.75 as of the close of regular trading on the New York Stock Exchange on December 23, 2016).
     
(b)   Calculated at $115.90 per $1,000,000 of the Transaction Value.
     
x   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.

 

Amount Previously Paid:  $1,927.79 Filing Party:  Virtus Global Dividend & Income Fund Inc.
Form or Registration No.: Schedule TO Date Filed:    November 25, 2016

 

¨   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.
     
x   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.   x

 

Introductory Statement

 

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Virtus Global Dividend & Income Fund Inc. (the "Fund") with the Securities and Exchange Commission (the "Commission") on November 25, 2016 to add an additional exhibit for the purpose of announcing the final results of the tender offer, in accordance with Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.

 

The information in the Issuer Tender Offer Statement and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 required to be disclosed in this Schedule TO.

 

 

 

 

Item 12. Exhibits.

 

(a)(1)(i)Issuer Tender Offer Statement, dated November 25, 2016.**

 

(a)(1)(ii)Form of Letter of Transmittal.**

 

(a)(1)(iii)Form of Notice of Guaranteed Delivery.**

 

(a)(1)(iv)Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**

 

(a)(1)(v)Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**

 

(a)(1)(vi)Form of Letter to Stockholders.**

 

(a)(2)None.

 

(a)(5)(i)Text of press release dated and issued on August 22, 2016.*

 

(a)(5)(ii)Text of shareholder letter dated and issued on November 25, 2016.**

 

(a)(5)(iii)Text of press release dated and issued on November 25, 2016.**

 

(a)(5)(iv)Text of press release dated and issued on December 27, 2016.***

 

(a)(5)(v)Text of press release dated and issued on January 3, 2017. (filed herewith)

 

(b)None.

 

(d)Agreement between Karpus Investment Management & Zweig Advisers, LLC.**

 

(g)None.

 

(h)None.

 

  * Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on August 22, 2016.

 

  ** Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on November 25, 2016.

 

  *** Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on December 27, 2016.

 

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. 

 

  VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.
   
  /s/ William J. Renahan
  Name: William J. Renahan
  Title: Vice President, Chief Legal Officer & Secretary

 

Dated: January 3, 2017