INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (as amended from time to time, this Schedule TO) is filed by The Gabelli Dividend & Income
Trust, a Delaware statutory trust (GDV or the Issuer). This Schedule TO relates to the Issuers offer to exchange up to 100% of the Issuers preferred shares, designated Series B Auction Market Preferred Shares
(Series B Preferred Shares), Series C Auction Market Preferred Shares (Series C Preferred Shares) and Series E Auction Rate Preferred Shares (Series E Preferred Shares, and collectively, the Auction Rate
Preferred Shares), for (i) shares of the Issuers Series J Cumulative Term Preferred Shares, par value $0.001 and liquidation preference $25,000 per share (the Series J Preferred Shares) and (ii) cash, upon the terms
and subject to the conditions set forth in the Offer to Exchange dated March 17, 2021 and the related Letter of Transmittal (such transaction, the Exchange Offer).
The Offer to Exchange and the Letter of Transmittal (together, as amended and supplemented from time to time, the Disclosure Documents) are
attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. This Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the
Securities Exchange Act of 1934, as amended. All information in the Disclosure Documents, including all schedules, is hereby expressly incorporated by reference in answer to all items in this Schedule TO and is supplemented by the information
specifically provided herein, except as otherwise set forth below.
ITEM 1.
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SUMMARY TERM SHEET.
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The information set forth in the Offer to Exchange in the sections entitled Summary Term Sheet and Questions and Answers about the Exchange
Offer is incorporated herein by reference.
ITEM 2.
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SUBJECT COMPANY INFORMATION.
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(a) Name and Address
The name
of the subject company is The Gabelli Dividend & Income Trust. The address of the Issuers principal executive offices is One Corporate Center, Rye, New York 10580-1422. Its telephone number is
(914) 921-5100.
(b) Securities
The information set forth in the Offer to Exchange on the cover page thereto and in the section entitled Description of the
Securities is incorporated herein by reference.
As of March 16, 2021, the Issuer had issued and outstanding 2,647 Series B
Preferred Shares, 3,244 Series C Preferred Shares and 480 Series E Preferred Shares. The Issuers Agreement and Declaration of Trust, as amended from time to time, provides that the Issuers Board of Trustees (Board) may
authorize and issue classes of shares with rights and preferences as determined by the Board, by action of the Board without the approval of the holders of the common shares. Currently, an unlimited number of the Issuers shares are available
for classification by the Board as preferred shares, par value $0.001 per share, of which 6,116 preferred shares have been designated as Series J Preferred Shares.
(c) Trading and Market Price
The Auction Rate Preferred Shares are not listed on any securities exchange.