Eaton Vance Corp. Announces Tender Offer for Up to $250 Million of 6.50% Senior Notes Due 2017

BOSTON, June 14, 2013 /PRNewswire/ -- Eaton Vance Corp. (NYSE: EV) announced today a tender offer to purchase for cash up to $250 million in aggregate principal amount (the "Maximum Tender Amount") of its outstanding 6.50% Senior Notes due 2017 (the "Notes").  The tender offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase, dated June 14, 2013 (the "Offer to Purchase") and the related Letter of Transmittal.

The following table sets forth some of the terms of the tender offer, which are more fully set forth in the Offer to Purchase and Letter of Transmittal:

Title of Security

CUSIP Number

Principal Amount Outstanding

Maximum Tender Amount

Reference U.S. Treasury Security

Bloomberg Reference Page

Fixed Spread

Early Tender Premium(1)

Hypothetical Total Consideration(1)(2)










6.50% Notes due 2017

278265AC7

$500,000,000

$250,000,000

0.625% U.S. Treasury Notes due September 30, 2017

PX6

30 bps

$30.00

$1,216.89

                                   

(1) Per $1,000 principal amount of Notes validly tendered.

(2) Based upon a Reference Yield (as defined below) of 0.956% as of 1:00 p.m. New York City time on June 13, 2013 and the resulting tender offer yield of 1.256%; excludes accrued and unpaid interest. The Hypothetical Total Consideration includes the Early Tender Premium.

Eaton Vance Corp. ("Eaton Vance") reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law.  If holders of Notes validly tender Notes in an aggregate principal amount in excess of the Maximum Tender Amount, Eaton Vance will accept for purchase an amount of Notes equal to such Maximum Tender Amount and will pay holders of such validly tendered Notes in accordance with the proration procedures set forth in the Offer to Purchase.

The tender offer will expire at 11:59 p.m. New York City time on July 12, 2013 (such date and time, as it may be extended, the "Expiration Date"), unless extended or earlier terminated.  Holders of Notes that are validly tendered at or prior to 5:00 p.m. New York City time on June 27, 2013 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase will receive the Total Consideration (as defined below and in the Offer to Purchase), which includes the early tender premium (the "Early Tender Premium") set forth in the table above.  Holders tendering Notes after the Early Tender Date but before the Expiration Date will be eligible to receive only the tender offer consideration, which will equal the Total Consideration less the Early Tender Premium.  Eaton Vance intends to accept for payment all Notes validly tendered before the Early Tender Date, subject to the Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase, and will only prorate acceptance of such Notes if the aggregate amount of Notes tendered exceeds the Maximum Tender Amount.  There is no assurance as to the amount of Notes tendered after the Early Tender Date, if any, that Eaton Vance will accept.  No tenders submitted after the Expiration Date will be valid.

The settlement date for Notes validly tendered on or before the Early Tender Date will occur promptly following the Early Tender Date and is expected to be June 28, 2013.  The settlement date, if necessary, for Notes validly tendered after the Early Tender Date but on or before the Expiration Date will occur promptly following the Expiration Date and are expected to settle on July 15, 2013, assuming that the Expiration Date is not extended.  Eaton Vance will pay accrued and unpaid interest from and including the last interest payment date applicable to the Notes up to, but not including, the applicable settlement date for Notes accepted for purchase.

Tendered Notes may be withdrawn from the tender offer at or prior to 5:00 p.m. New York City time on June 27, 2013 (such date and time, as it may be extended, the "Withdrawal Deadline").  Holders of Notes who validly tender their Notes after the Withdrawal Deadline but before the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.

The "Total Consideration" for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase pursuant to the tender offer will be determined by reference to the fixed spread (the "Fixed Spread") specified in the table above for the Notes over the yield (the "Reference Yield") based on the bid-side price of the U.S. Treasury Security specified in the table above (the "Reference Treasury Security"), as calculated by BofA Merrill Lynch and Morgan Stanley & Co. LLC at 1:00 p.m. New York City time on June 27, 2013.  The Total Consideration also includes the Early Tender Premium, when applicable.

The tender offer is conditioned upon the satisfaction of certain conditions, including Eaton Vance's receipt of funds from the completion of its separately announced offering of senior notes to pay the Total Consideration (including the Early Tender Premium, as applicable) with respect to the Notes.  Subject to applicable law, Eaton Vance may also terminate the tender offer at any time before the Expiration Date in its sole discretion.

BofA Merrill Lynch and Morgan Stanley & Co. LLC are acting as dealer managers for the tender offer.  The information agent and tender agent is Global Bondholder Services Corporation.  Copies of the Offer to Purchase, Letter of Transmittal and related tender offer materials are available by contacting Global Bondholder Services Corporation at (866) 857-2200 (toll-free) or (212) 430-3774 (collect).  Questions regarding the tender offer should be directed to BofA Merrill Lynch at (888) 292-0070 or Morgan Stanley & Co. LLC at (866) 718-1649.

This press release does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to the Notes.

The tender offer for the Notes is only being made pursuant to the tender offer documents, including the Offer to Purchase that Eaton Vance is distributing to holders of the Notes.  The tender offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the dealer managers or any other licensed broker or dealer on behalf of Eaton Vance.

About Eaton Vance

Eaton Vance is one of the oldest investment management firms in the United States, with a history dating to 1924. Eaton Vance and its affiliates managed $260.3 billion in assets as of April 30, 2013, offering individuals and institutions a broad array of investment strategies and wealth management solutions.

Forward-Looking Statements

Certain information contained in this press release may include forward-looking statements, including, but not limited to, statements that are considered "forward-looking statements" within the meaning of United States securities laws, as well as statements regarding the Tender Offer. Any statements contained in or incorporated by reference into this press release that are not statements of historical fact should be considered forward-looking statements.  These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "should," "estimate" or "continue," and similar expressions or variations. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Actual results and the timing of events could differ materially from those currently anticipated as a result of risks and uncertainties, including but not limited to the following: the Tender Offer is conditioned upon the satisfaction of certain conditions, including our receipt of funds from the completion of our separately announced offering of senior notes  to pay the aggregate consideration payable with respect to the Notes; and we may not consummate the Tender Offer in accordance with the terms described in this press release or at all.  Actual results could be affected by the factors discussed or referenced in our annual report on Form 10-K for the year ended October 31, 2012 and quarterly report on Form 10-Q for the quarterly period ended April 30, 2013 filed with the SEC, under the heading "Risk Factors" and elsewhere, and any subsequent periodic or current reports filed by us with the SEC.  Forward-looking statements speak only as of the date of this press release.  We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

SOURCE Eaton Vance Corp.



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